THIS AGREEMENT is entered into and made effective June 30, 2001, between KOCH NITROGEN COMPANY, a Nebraska corporation, with principal offices at 4111 East 37^th Street North, Wichita, Kansas 67220 (herein called "Koch") and EL DORADO CHEMICAL COMPANY, an Oklahoma corporation, with principal offices at 16 S. Pennsylvania, Oklahoma City, Oklahoma 73107 (herein called "Buyer");

WHEREAS, the parties entered into previous agreement dated effective October 1, 1999 and January 15, 2001, ("the Previous Agreements") and it is their intent to terminate the Previous Agreements (except as specifically set forth herein) and replace them with this agreement ("this Agreement"); and

WHEREAS, as specified in this Agreement, Buyer and Koch desire to enter into an anhydrous ammonia sales agreement under which Koch agrees to supply to Buyer and Buyer agrees to purchase from Koch 100% of its anhydrous ammonia Product Requirements, as set forth herein, and

WHEREAS, as specified in this Agreement, Koch shall charge Buyer a price for each ton based upon the pricing formulas set out in this Agreement; and

WHEREAS, as specified in this Agreement, Buyer shall be responsible for all Taxes related to such quantities of anhydrous ammonia and for all transportation charges beyond the Delivery Point hereunder; and

WHEREAS, the parties desire to state their agreements in writing;

NOW THEREFORE, in consideration of the mutual promises herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Whenever used in this Agreement, the following terms shall have the following respective meanings:

*INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION.  THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.

1. "Agreement" shall mean this Anhydrous Ammonia Sales Agreement between Koch and Buyer.
   
2. "Ammonia Pipeline Transportation Charge" shall mean the Ammonia Pipeline Transportation Charge as referenced in Article VI, Section E.
   
3. "Buyer Facility" shall mean Buyer's chemical production facility located at El Dorado, Arkansas.
   
4. "***" shall mean *** per metric ton of the weekly price range for Ammonia published in Fertilizer Markets for the week Product is delivered to Buyer. For example, if Product is delivered to Buyer by pipeline during the week from Monday, July 9, 2001 to Monday, July 16, 2001, *** published in the Friday, July 13, 2001 issue of Fertlizer Markets will apply. In the event Fertilizer Markets is not published for one of the weeks during the Month, the price for such week will be the previous week's published price.
   
5. "***" shall mean the low price per metric ton of the weekly price range for Ammonia published in Fertilizer Markets for the week Product is delivered to Buyer. For example, if Product is delivered to Buyer by pipeline during the week from Monday, July 9, 2001 to Monday, July 16, 2001, *** published in the Friday, July 13, 2001 issue of Fertilizer Markets will apply. In the event Fertilizer Markets is not published for one of the weeks during the Month, the price for such week will be the previous week's published price.
   
6. "Contract Price" shall mean the Contract Price as referenced in Article VI, Section B.
   
7. "Delivery Point" shall mean (i) for pipeline deliveries, the discharge side of the Product meter of the ammonia pipeline owned by Koch Pipeline Company, L.P. located at Buyer's Facility, or (ii) for rail or trucking deliveries, the point at Buyer's Facility where the truck or rail cars come to rest, or (iii) another delivery point along Koch Pipeline Company, L.P.'s ammonia pipeline, provided Buyer gives Koch at least forty-five (45) days written notice prior to the date it wishes to begin delivery at such alternate delivery point.
   
8. "Effective Date" shall mean June 30, 2001.
   
9. "Fallback Price" shall mean the Fallback Price as referenced in Article VI, Section G when a Temporary Price cannot be agreed upon.
   
                                                                                                      2
   
   ***INDICATES INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION.  THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.
   
   
   
   
10. "Koch Facility"  shall mean Koch's anhydrous ammonia production facility at Sterlington, Louisiana. The Koch
     Facility has two (2) ammonia production units, each capable of producing ammonia independently of the other.
    
11. "Koch Terminal"   shall mean Koch's anhydrous ammonia terminal at Taft, Louisiana capable of receiving ammonia
    by vessels, loading and shipping ammonia in a barge, and reinjecting ammonia into the ammonia pipeline.
    
12. "Market Activity" shall mean actual purchase transactions published in Fertilizer Markets and reflected in the published pricing index for the respective Market Price currently being used to determine the Price. Market Activity shall not mean lack of price movement of the pricing index even though purchase transactions may have occurred at the same published price.

13. "Market Price" shall mean the Market Price as referenced in Article VI, Section C.
    
14. "Market Price Adjustment" shall mean the Market Price Adjustment as referenced in Article VI, Section D.
    
15. "Month" shall mean a calendar month.
    
16. "Monthly Average Price" shall be defined as the average of the Prices stated in the weekly provisional invoices dated during the Month.
    
17. "Price" shall mean the Price referenced in Article VI, Section A.
    
18. "Product" shall mean commercial anhydrous ammonia having the following specifications:
    
              Ammonia (NH₃) Content: 99.5% minimum, by weight %
    
              Water: 0.2% minimum to 0.5% maximum, by weight %
    
              Oil: 5 ppm maximum, by weight
    
19. "Product Requirements" shall mean Product purchased by Buyer for Buyer's account for further processing at Buyer's Facility. Currently Buyer's annual Product Requirements at Buyer's Facility are approximately 220,000 short tons, exclusive of any tolling arrangements with existing unaffiliated third parties
    
20. "Taxes" shall mean the definition set forth in Article IX, Section A.
    
21. "Temporary Price" shall mean a Temporary Price agreed upon between the parties as set forth in Article VI, Section G.
    
                                                                                       3
    
    
22. "Temporary Price Discount" shall mean and be determined as set forth in Article VI, Section F.
    

 All Product delivered hereunder shall conform to the specifications set forth in Section R of Article I. All claims by Buyer that any Product delivered hereunder does not conform to the specifications set forth in said Section R of Article I, shall be made in writing and sent within thirty (30) days after Koch's delivery of such Product to the Delivery Point. Failure to give written notice of such claim within the specified time shall constitute a waiver of and bar to such claim, and Buyer shall be precluded from relying on defects which are not stated in such notice as a basis for rejection or assertion of a breach.

1. Price.  For each  short ton of Product sold to Buyer hereunder, Koch shall charge, and Buyer shall pay to Koch the following Price:
   
             Price per short ton = ***.
   
             ***.
   

2. Contract Price. The Contract Price per short ton will be determined as follows:
   
        1)  Contract price per short ton = ***
   
        2)  Contract Price per metric ton = ***
   
3. Market Price.  The Market Price per metric ton for the Product will be determined as follows:
   
   Market Price per metric ton = ***

***INDICATES INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION.  THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.

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***

       E.   Ammonia Pipeline Transportation Charge. The Ammonia Pipeline Transportation Charge per short ton 
             will be based on Koch's actual ammonia pipeline transportation cost from the Koch Facility or the Koch 
             Terminal to the pipeline Delivery Point at Buyer's Facility. The actual cost is currently $6.73 per short ton 
             from both the Koch Facility and the Koch Terminal to the Delivery Point. Koch shall pay Buyer any rebates 
             or refunds which Koch receives from Koch Pipeline Company, L.P. related to such shipments on such 
             ammonia pipeline.

6. Temporary Price Discount/Lump Sum Payment. Effective July 1, 2001 a Temporary Price Discount of *** per metric ton on the Product delivered and purchased each Month by Buyer, up to a maximum of 10,000 metric tons (11,023 short tons) per Month, will be provided by Koch until a total of *** in discount has been earned by Buyer. Once the aggregate Temporary Price Discount reaches ***, the discount will be discontinued. The Temporary Price Discount will be applied to the respective invoices in chronological order of the issuance of such invoices. In the event Buyer does not purchase sufficient quantity during the term of the Agreement to reach an aggregate Temporary Price Discount of ***, Koch is not obligated to pay or credit any unearned discount to Buyer. Upon execution of this Agreement Koch shall pay to Buyer a one-time lump sum payment of *** under the Previous Agreement between the parties relative to ammonia supply and which is now superceded by this Agreement.
   

7. Pricing Index. The spirit of this Agreement is that the pricing index within the pricing mechanism represents a fair market price to each party based on Market Activity in the ***. However, due to possible changing market conditions and the length of the Term of this Agreement, each party recognizes the pricing index used to determine the Market Price may at some point become inaccurate. In the event this occurs, either party will have the option to
   
   
   
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   ***INDICATES INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION.  THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.
   
   
   
   tender notice to the other party in writing of their concern, based on three (3) separate trigger points. Two (2) trigger points will be based on a short-term concern and one (1) trigger point will be based on a longer-term concern, as defined below.

              G.1.  Short Term Pricing Index Concern. If a party to this Agreement believes the pricing index used to 
                      determine the Market Price in Section C of this Article reflects temporary illiquidity of the market 
                      due to no reported Market Activity for a period of four (4) consecutive weeks it must notify the 
                      other party both verbally and in writing of its concern, and both parties will make good faith 
                      efforts to negotiate a Temporary Price. Temporary Price when in effect as provided herein, shall 
                      mean that the Price as determined based on Article VI, Section A, B, C, and D shall be determined 
                      with the Market Price per metric ton under Section C deemed to be equal to the Temporary Price 
                      agreed to between the parties. The spirit of negotiating the Temporary Price will be to determine 
                      a price that is between the current Market Price and the Fallback Price. This negotiation will be
                      based on other pricing indexes or market indicators that at the time of negotiating the Temporary 
                      Price are considered more liquid or representative of the market due to Market Activity. The 
                      parties will make commercially reasonable efforts to reach a Temporary Price rather than defaulting 
                      to the Fallback Price unless both parties mutually agree the Temporary Price should be the 
                      Fallback Price. If the parties can not agree to a Temporary Price within one (1) week of the date of 
                      tendering of notice, the Temporary Price will then be the Fallback Price. Fallback Price, when in 
                      effect as provided herein, shall mean that the Price as determined based on Article VI, Section 
                      A, B, C, and D shall be determined with the Market Price per metric ton under Section C deemed 
                      to be equal to  ***. The spirit of this Agreement will be to default to the Fallback 
                      Price only in the event the parties can not agree to a Temporary Price. The Temporary Price or the
                      Fallback Price will remain in effect until Market Activity occurs in the pricing index that originally 
                      caused the party to tender notice of concern at which time the Price will be determined based on 
                      Article VI, Sections A, B, C, and D. There will be no retroactive adjustment or payment for the 
                      


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***INDICATES INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION.  THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.



                     period prior to arriving at the Temporary Price or the Fallback Price. In the event a Temporary Price
                     has been agreed to by the parties prior to the Market Price being published in Friday's issue of
                     Fertilizer Markets, and the Market Price changes, then the agreed to Temporary Price will not 
                     apply as the change in the Market Price will negate the need for a Temporary Price in this instance.

            G.2   Short Term Pricing Concern with Respect to the ***.

                     .1  In the event the Market Price is (i)  ***, then the concerned party must notify the other 
                     party both verbally and in writing of its concern, and both parties will make good faith efforts to 
                     negotiate a Temporary Price.

                     .2  Temporary Price, when in effect as provided herein, shall mean that the Market Price per metric ton 
                     under Section C shall be deemed to be equal to the Temporary Price agreed to between the parties. The 
                     parties will make commercially reasonable efforts to reach a Temporary Price rather than defaulting to 
                     the Fallback Price unless both parties mutually agree the Temporary Price should be the Fallback Price. 
                     If the parties can not agree to a Temporary Price within one (1) week from the date of tendering of notice, 
                     the Temporary Price will then be based on the Fallback Price. The spirit of this Agreement will be to 
                     default to the Fallback Price only in the event the parties can not agree to a Temporary Price.

                    .3  Fallback Price, when in effect as provided herein, shall mean that the Market Price per metric ton under
                    Section C shall be deemed to be equal to the ***.

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***INDICATES INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION.  THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.

                       ***.

                     .4  There will be no retroactive adjustment or payment for the period prior to arriving at a Temporary Price 
                     or a Fallback Price. In the event a Temporary Price has been agreed to by the parties prior to the Market 
                     Price being published in Friday's issue of Fertilizer Markets, and the Market Price changes, then the 
                     agreed to Temporary Price will not apply as the change in the Market Price will negate the need for a
                     Temporary Price in this instance.

              G.3  Longer Term Pricing Index Concern. If a party to this Agreement believes the pricing index used to 
                     determine the Market Price is inaccurate because of a change in the structure of the market, rather 
                     than because of the lack of reported Market Activity, and this condition has persisted on a continual 
                     basis for at least sixty (60) days, it must notify the other party in writing of its concern regarding the 
                     pricing index, along with a proposed alternative pricing index. The parties will negotiate in good faith 
                     to agree upon an alternative pricing index within thirty (30) days from the date of notification, but 
                     neither party will be obligated to reach mutual agreement. During the interim period of negotiation, 
                     the Price will continue to be determined as otherwise provided in this Agreement. In the event of the 
                     parties' failure to agree upon an alternative pricing index, the Price will continue to be determined as 
                     otherwise provided in this Agreement.

***INDICATES INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION.  THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.

   B.    Koch shall prepare and fax to Buyer a weekly provisional invoice by Tuesday of every week during the Month 
           in an amount equal to the (i) Price per short ton based on the previous Friday's Market Price multiplied by the 
           (ii) short tons delivered or taken during the period from the previous Monday to the current Monday based 
           on the pipeline meter reading provided by Buyer to Koch on every Monday. In the event a Temporary Price 
           or Fallback Price is in effect, this will become the Market Price for the week. Payment by wire transfer to 
           Koch's account at Buyer's sole cost and expense shall be due on Wednesday of the same week the weekly
           provisional invoice is delivered. If the Wednesday is a holiday where banks are authorized to be closed, Buyer 
           shall make the wire transfer payment on the next business day following such Wednesday. Buyer agrees to 
           accept as originals facsimile copies of invoices from Koch.

    A.  Buyer shall notify Koch no later than the 1^st calendar day of the Month immediately prior to the Month of 
          delivery of Product in short tons that Buyer wishes to receive for such Month of delivery. Buyer shall promptly
          notify Koch in writing of any known or anticipated changes that will not permit Buyer to receive the monthly
          quantity.

    B.  Title and Risk of Loss. Koch shall deliver the Product hereunder to Buyer at the Delivery Point, title and risk of 
          loss shall pass to Buyer at the Delivery Point, and upon the passing of said title to Buyer, Buyer shall be 
         deemed to have exclusive ownership and control of said Product and shall be responsible for any injuries or 
         damages caused thereby.

    C.  Shipper of Record. Koch shall be the shipper of record for delivery of Product on the ammonia pipeline to 
          Buyer at Buyer's Facility.

   A.  All present and future taxes, including, but not limited to, the Superfund Tax, (referred to herein as "Taxes") 
         relating to the Product delivered hereunder, including all new taxes or increases in existing taxes including 
         excise taxes (but excluding Koch's net income, excess profits, or corporate franchise taxes) imposed by any

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         governmental authority upon the manufacture, use, sale, or delivery of the Product, shall be for Buyer's account,
         unless Buyer delivers to Koch current exemption certificates evidencing Buyer's exemption from paying such 
          Taxes.

     B.  Buyer agrees to indemnify and hold harmless Koch and its successors and assigns from and against any and all
          excise taxes (but not including net income, excess profits, or corporate franchise taxes), inclusive of any penalty 
          and interest, assessed at a future date against Koch by any governmental authority upon the manufacture, use, 
          sale, or delivery of the Product Requirements.

     B.    Notwithstanding any other provision of this Agreement, if ammonia pipeline transportation service is interrupted 
            or curtailed by a Force Majeure event, preventing or delaying Koch from making all or a portion of the required
            deliveries of Product hereunder, Koch shall use commercially reasonable efforts to arrange rail or trucking

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            transportation service from Koch's Facility or a third party supply source to Buyer's Facility. Ammonia pipeline
           allocation shall not constitute a Force Majeure event; provided, that mechanical breakdown of the ammonia 
           pipeline could constitute a Force Majeure event. Buyer shall be responsible for and reimburse Koch for all 
           rail and/or trucking transportation costs incurred by Koch for deliveries of Product hereunder, including 
           without limitation demurrage charges, which exceed the contemplated delivery of Product by pipeline at 
           Buyer's Facility. However, if Buyer is forced to pay a trucking and/or rail transportation rate that is higher 
           than the Ammonia Pipeline Transportation Charge and the increased transportation rate makes it 
           uneconomical for Buyer to operate Buyer's Facility, forcing Buyer to shut down such facility, then Buyer 
           shall have the right to suspend its performance hereunder by providing Koch with ten (10) days prior 
           written notice. However, Buyer shall not be allowed to suspend its performance hereunder if Koch, in 
           its sole discretion, elects to pay the difference between the Ammonia Pipeline Transportation Charge and 
           the trucking and/or rail transportation charges to the Delivery Point. If it remains uneconomical for Buyer 
           to operate Buyer's Facility for sixty (60) consecutive days from the date Buyer gives Koch notice solely 
           because of the interruption or curtailment of pipeline Product deliveries hereunder and Koch elects not
           to pay the transportation differential, then Buyer shall have the right to terminate this Agreement by 
           providing Koch with written notice within five (5) days after the end of the sixty (60) day period.

    C.  The term "Force Majeure" shall not include (i) an event caused by a party's sole or contributory negligence; (ii)
          Koch's ability to sell, or Buyer's ability to purchase from a third party, Product at a price more advantageous than 
          the Price; (iii) Buyer's loss of markets for products produced at Buyer's Facility; (iv) shutdown of Koch's 
          Terminal or Buyer's Facility for reasons other than a Force Majeure event and (v) routine or scheduled 
          maintenance at Koch's Facility, Koch's Terminal or Buyer's Facility.

    D.  If a Force Majeure event occurs, the declaring party may exercise its right under this Article by giving timely 
          notice thereof to the other party setting forth with reasonable particularity the nature of the Force Majeure 
          event. The declaring party shall use reasonable efforts to remedy the situation as quickly as possible and 
          shall only be excused from performance hereunder during the duration and only to the extent of the Force 
          

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         Majeure event.  The declaring party shall give the other party prompt notice of when the Force Majeure event
         ends. If Koch's deliveries of Product to Buyer are impeded due to a Force Majeure event, or an ammonia 
         pipeline allocation event, Koch shall have the right to apportion deliveries among its present and future 
         customers (including regular customers not then under contract) and Koch's own requirements on a 
         reasonable basis. In the event of a Force Majeure event, neither Koch nor Buyer shall be obligated to take 
         any action which would result in increasing such party's performance costs under this Agreement beyond 
         the costs which it would have incurred in the absence of such Force Majeure event.

    E.  If, at any time during this Agreement's term, any regulatory or governmental body adopts, issues, or publishes 
         any action, rule, or order which directly or indirectly materially and adversely affects the rights or obligations 
         of Koch or Buyer under this Agreement or (each of the events described in hereafter referred to as "Adverse
         Action"), the affected party shall notify the other party in writing of the Adverse Action and the parties shall 
         enter into negotiations to modify this Agreement. If negotiations regarding the Adverse Action do not result 
         in Koch and Buyer agreeing on the terms of a modification to this Agreement within sixty (60) days from the 
         delivery of notice by the affected party to the other party, the affected party shall have the right, but not the
         obligation, to suspend its performance hereunder from the end of the sixty (60) day period until such time, 
         if any, as the parties reach agreement on such a modification to this Agreement. In the event such Adverse 
         Action continues for a period of one hundred twenty (120) days after the affected party notifies the other 
         party of the same and the parties have not reached agreement on such modification to this Agreement, 
         either party may, but is not required to, terminate this Agreement upon thirty (30) days written notice 
         delivered to the other party within one hundred eighty (180) days from the first notification of the Adverse 
         Action. Upon termination, all obligations by either party shall cease, except rights and obligations accrued 
         to the effective date of the termination. In the event of an Adverse Action, upon written request, the 
         affected party shall provide the other party with data or information reasonably necessary for the affected 
          party to determine that such Adverse Action exists, subject to the confidentiality obligations of Article 
          XVI of this Agreement.

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    A.  If Buyer is late in making any payment due to Koch under Article VII hereof, Koch may at its sole discretion by
          twenty-four (24) hours notice to Buyer of such late payment and of Buyer's opportunity to cure, and upon Buyer's
          failure to cure during such notice period, elect one or more of the following courses of action:

          1.  Cease to make any further deliveries hereunder until Buyer has made the late payment and has taken steps to
               assure Koch that there shall be no such delinquencies in the future;

         2.  Refuse to make any further deliveries hereunder except upon cash payments before delivery;

         3.  Stop delivery of goods in the possession of a carrier or other bailee as provided by law;

         4.  Resell any Product concerned without further notice to Buyer and without affecting or abating Buyer's other
              obligations under this Agreement; or

         5.  Set off any obligations Koch may have to Buyer against the payments due Koch hereunder;

         ***.

        If Buyer has not remedied late payments to the reasonable satisfaction of Koch within ten (10) days after receipt of
       written notice from Koch, Koch may at its option by notice to Buyer terminate this Agreement (without discharging
       any claim for breach). The election by Koch of any of the courses of action hereto shall in no way limit any other
       remedies available to Koch under this Agreement or otherwise at law or in equity.

 B.  If either party:

       1.  Voluntarily petitions under or otherwise seeks the benefit of any bankruptcy, reorganization, arrangement or
             insolvency law; or

       2.  Makes a general assignment for the benefit of creditors; or

       3.  Is adjudicated bankrupt or becomes insolvent; or

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***INDICATES INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION.  THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.

       4.  Allows a receiver or trustee of the business to be appointed; or

       5.   Fails to perform any part of this Agreement (other than provided for in Section A of this Article) and upon 
             written notice of such failure by the other party fails to remedy the same within thirty (30) days of such notice, 
             or in the event such failure cannot reasonably be cured within thirty (30) days, does not initiate and pursue
             reasonable corrective action within said period of time, then, in any of said events, this Agreement may be
             terminated forthwith by written notice at the option of the other party with such other party retaining all its 
             other rights and remedies at law or in equity.

     A.  Buyer warrants and represents that it is a corporation duly organized and validly existing and in good standing
           under the laws of the State of Oklahoma and has all requisite power and authority to lawfully carry on its business 
           as now being conducted and specifically, that it has all requisite power and authority to make, execute, deliver and
           perform this Agreement. The signatory below signing for Buyer has been duly authorized by his principal to bind 
           his principal to the terms and conditions of this Agreement.

     B.  Koch warrants and represents that it is a corporation duly organized and validly existing and in good standing 
           under the laws of the State of Nebraska and has all requisite power and authority to lawfully carry on its business 
           as now being conducted and specifically, that it has all requisite power and authority to make, execute, deliver 
           and perform this Agreement. The signatory below signing for Koch has been duly authorized by his principal 
           to bind his principal to the terms and conditions of this Agreement.

     A.  Situs. The situs of this Agreement shall be Wichita, Kansas.

     B.  Additional Rules of Interpretation and Construction.

          1.  No Construction Against Draftsman. No implications or inferences shall be drawn from the deletion of or 
               addition to the terms of previous drafts of this Agreement. Koch and Buyer acknowledge that each has 
               had the opportunity to participate in the preparation of this Agreement and, therefore, in the event of any

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               ambiguity in, or controversy with respect to the meaning of, any term or provision contained in this 
               Agreement, no presumption or inference shall be drawn against either Koch or Buyer in the interpretation 
               of this Agreement by reason of the participation by either party or their attorneys in the preparation of 
               this Agreement.

         2.  Gender. Words of any gender in this Agreement shall include the other gender, and words in the singular 
              number shall include the plural, when the context requires.

         3.  Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed 
              an original, and all of which executed counterparts together shall constitute one agreement.

    D.  Brokers. Any Commissions, fees and expenses in connection with any broker or agent retained by Koch shall 
          be the sole responsibility of Koch. Any commissions, fees and expenses in connection with any broker or 
          agent retained by Buyer shall be the sole responsibility of Buyer.

    E.  Independent Contractors. Koch and Buyer are independent contractors only and are not partners, master/servant,
         principal/agent or involved herein as parties to any other similar legal relationship with respect to the transactions
         contemplated under this Agreement or otherwise; and no fiduciary relationship, nor any other relationship 
         imposing vicarious liability shall exist between the parties under this Agreement or otherwise at law.

    F.  Survival of Terms and Conditions. This Agreement, and all covenants, promises, agreements, conditions, 
         warranties, representations and understandings contained herein, or contained in any modification, change or
         amendment of this Agreement pursuant to Article XV hereof, shall survive the termination or expiration of the 
         term of this Agreement for purposes of enforcement of rights occurring prior to such termination or expiration.

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          advisable to consummate and make effective, in the most expeditious manner practicable, the transactions
          contemplated under this Agreement, including, without limitation, obtaining all necessary actions, waivers, 
          consents and approvals from governmental entities or third parties and making all necessary or appropriate 
          filings and taking all commercially reasonable steps necessary to obtain any approval or waiver from any
          governmental entities or other third parties.

     IN WITNESS WHEREOF, the parties have executed this Agreement to be effective on the Effective Date by their respective officers thereunto duly authorized.

Agrmnt\edc\koch_01.sal