SUPPLY AGREEMENT

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     THIS AGREEMENT entered into effective as of the 24/th/ day of November,

2003 (the "Effective Date"), between CONAGRA INTERNATIONAL FERTILIZER COMPANY, a

Delaware corporation ("Seller") and UNITED AGRI PRODUCTS, INC., a Delaware

corporation ("Buyer").



RECITALS:

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     (a)  Buyer is engaged in the sale of fertilizer products and desires to

          purchase its source of supply of such products from Seller.



     (b)  Seller is engaged in the sale of fertilizer products and desires to

          sell such products to Buyer.





AGREEMENT:

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     NOW, THEREFORE, in consideration of the premises and the mutual covenants

and agreements set forth herein, the parties agree as follows:



     1.   Definitions. Unless the context requires otherwise, as used in this

Agreement, certain words have the meanings as follows:



     (a)  "Year" - a year shall mean a calendar year during the term of this

          Agreement.



     (b)  "Month" - a month shall mean a calendar month during the term of this

          Agreement.



     (c)  "Product" - any one of the various agricultural fertilizer materials

          as listed on Exhibit "A" of this Agreement.



     (d)  "Products" - collectively, all of the various agricultural fertilizer

          materials listed on Exhibit "A" of this Agreement.



     2.   Term. The initial term of this Agreement shall commence on the

Effective Date and shall continue in full force and effect for a period of five

(5) years. This Agreement shall automatically renew from year to year after the

initial term, unless terminated by either party on not less than one hundred

eighty (180) days' written notice prior to the end of the initial or any renewal

term of this Agreement.



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     3.   Quantity. Subject to the parties mutually agreeing to prices and

producer availability, Buyer shall purchase from Seller and Seller shall sell to

Buyer that amount of Products equal to its historical purchases from Seller

(approximately seventy percent (70%) of Buyer's requirements of Products).



     4.   Price.



     4.1  Bulk Product. The price for bulk Product sold under this Agreement

          shall be a mutually agreed upon market price based on market

          conditions existing at the time of sale and shall be similar to prices

          for Product sold by Seller to third parties purchasing similar

          quantities of Product, types of Product and during similar time

          periods.



     4.2  Back-to-Back Transactions. The price for Products sold to Buyer in

          back-to-back transactions shall be an amount equal to the price Seller

          paid to acquire such Products, plus $1.00 per ton.



     4.3  Purchases from Seller's Mix Plants. Seller shall be responsible for

          supplying raw materials to Seller's mix plants (Denison, Iowa;

          Irvington, Iowa; Franklin, Minnesota; Pekin, Illinois; Kentland,

          Indiana; and Yoder, Indiana) at Seller's cost.



     4.4  Seller/Buyer Imperial Joint Venture. Seller shall be responsible for

          supplying raw materials to the Imperial Joint Venture between Seller

          and Buyer at Seller's cost.



     5.   Payment and Remedies. Subject to the terms of this Section 5, for the

     first nine (9) months from and after the Effective Date each payment due

     from Buyer hereunder shall be paid within sixty (60) days from the date of

     delivery of each invoice, or such other term mutually agreed to by the

     parties. After such initial nine (9) month period, each payment due from

     Buyer hereunder shall be paid within thirty (30) days from the date of each

     invoice or such other term mutually agreed to by the parties. If Buyer

     fails to pay when due any amount owed to Seller under this Agreement, a

     service charge will be imposed by Seller equal to the greater of one and

     one-half percent (11/2%) per month or the highest rate permitted by law on

     the outstanding amount for each monthly portion thereof that such amount is

     overdue. Notwithstanding the foregoing provisions, and unless the parties

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