Contingent Seed Sales Contract

This contract for the sale of seed potatoes in entered into by and between ___________________

____________, of __________________________________, Seller, and POTATO management company, (PMC)_______________________________________________

in consideration of the mutual promises herein contained and other good and valuable consideration, agree as follows:

1- SALE OF SEED POTATOES - Seller agrees to sell and PMC agrees to buy _______________

cwt. of field run potatoes estimated to be a minimum of seven percent (7%) of Seller’s seed potato inventory, based upon Seller’s total acreage in the 2000 Idaho Certified Potato Seed Grower Directory with production estimated at 200 cwt. per acre for any variety or generation, which potatoes are located in the ___________________________portion of ________________ cellar at ___________________________________________________(address), for a total sales price of ONE DOLLAR ($1.00) and other valuable consideration, PMC upon reasonable notification to Seller will be allowed through its employees or agents to inspect, mark and remove potatoes so long as such removal does not interfere or jeopardize in any way the other potatoes in the same storage facilities. PMC will notify Seller as to the arrangements for removal and disposal of such potatoes. Seller agrees that the net cost of disposal will be borne by Seller.

2-CONTINGENT SALE - This contract shall be contingent upon the execution of similar contracts by other seed potato growers and a determination by the Board of Directors of PMC that the marketing program is feasible. Seller will be notified when the decision has been made to move forward with the program, which shall occur no later than February 1, 2001. This contract is also contingent upon determination by PMC that the potatoes designated herein are acceptable upon inspection.

3-LIQUIDATED DAMAGES - Failure to abide by the provisions of this Sales Contract will subject Seller to the payment of liquidated damages equal to one and one-half (1.5) times the replacement cost of said potatoes.

5-MISCELLANEOUS - The following provisions shall also apply:

1. This contract may be assigned by either party upon notification to the other party.
2. This contract shall be governed by laws of the State of Idaho
3. In the event any provision of this Contract is unenforceable, such provision shall in no way affect the validity or enforceability of any provision.
4. Attorney Fees- In the event it becomes necessary to enforce the provisions of this Contract, the prevailing party shall be entitled to recover form the other party interest, costs and attorney fees involved in the enforcement hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first above written.

GROWER: ____________________________________________________________________

POTATO MANAGEMENT COMPANY

By: ___________________________________________________________________________

Its: __________________________________________________________________________

Potato Management Company

P.O. Box 949

Blackfoot, Idaho 83221

(208) 589-3276 or (208) 7985-1115

Seed Membership Agreement

THIS AGREEMENT executed as of this ______day of __________, 2000__ by and between POTATOMANAGEMENT COMPANY, an agricultural cooperative, hereafter called "PMC" with principal place of business at Blackfoot, Idaho, and the undersigned member of PMC, hereinafter called the "member" is made in consideration of mutual promises and other good and valuable consideration and is as follows:

1 - Member hereby agrees to market through PMC during the first year of this Agreement, a minimum of seven percent (7%) of Member’s seed potatoes form the 2000 crop. Participation will be based upon members total acreage in the 2000 Idaho Certified Seed Growers Directory with production estimated at 200 cwt. per acre for any variety or generation.

2 - The Member hereby appoints PMC to act as its agent for the purpose of receiving, handling and marketing the aforementioned potatoes in a manner which in the judgment of the Board of Directors will be the most advantageous for the potato industry in the United States.

3 - This Agreement is one of the several similar agreements made by PMC with potato growers who are mutually and individually obligated under the terms hereof. PMC shall be deemed to be acting in its own name for and on behalf of all such Members in carrying out the provisions of such agreements or in any action or legal proceeding resulting therefrom.

4 - Member hereby agrees to acquire one (1) share of common voting stock at a price of Five Hundred Dollars ($500).

5 - This contract is contingent upon a determination by the Board of Directors that there is sufficient participation by growers and upon acceptance shall remain in force continuously form date of execution until September 30, 2001. Thereafter this agreement shall be automatically renewed from year to year unless cancelled in writing by either party between July 15 and August 1 to be effective at the beginning of the next succeeding crop year; provided that member may not cancel this contract and withdraw for PMC while indebted thereto.

6 - This membership agreement together with PMC’s Articles of Incorporation and Bylaws constitute the entire contract between PMC and the Members. Member also agrees to abide by the rules and regulation adopted by the Board of Directors of PMC, which are not in conflict with the Articles of Incorporation and Bylaws.

IN WITNESS THEREOF, this contract has been executed as of the day and year first above written:

POTATO MANAGEMENT COMPANY

By: ____________________________________________________________________

Member’s Name: _________________________________________________________

Signature of Members Authorized Representative: _______________________________

Address of Member: ______________________________________________________

Social Security Number or Federal ID Number: _________________________________

P.O. Box 949

Blackfoot, Idaho 83221

(208) 589-3276 or (208) 7985-1115