PRODUCT PURCHASE, STORAGE AND HANDLING AGREEMENT

Exhibit 10.ii.ii

PRODUCT PURCHASE, STORAGE AND HANDLING AGREEMENT

This Product Purchase, Storage and Handling Agreement, made this, 1^st day of June, 2006 by CARGILL, INCORPORATED (CARGILL AGHORIZONS BUSINESS UNIT), a Delaware Corporation, (“AGHORIZONS”), whose principal place of business is 15407 McGivney Road West, Wayzata, Minnesota, 55391 and MOSAIC CROP NUTRITION, LLC, a Delaware Limited Liability Corporation (“MOSAIC”) whose principal place of business is Atria Corporate Center, Suite E490, 3033 Campus Drive, Plymouth, MN 55441.

WHEREAS, AGHORIZONS is the owner and operator of a bulk materials handling terminal at 651 81st Street, Pipestone, Minnesota (“Pipestone Facility”); and

WHEREAS, MOSAIC has need for storage of various dry fertilizers, including but not limited to: MAP, DAP and Potash and Urea (collectively, “Product”); and for certain unloading, transfer and loading services with respect to the Product; and

WHEREAS, AGHORIZONS has the necessary warehouse facilities and desires to provide storage, loading, transfer and unloading services for MOSAIC’s Product; and

WHEREAS, MOSAIC wants to sell certain of its Product to AGHORIZONS under a shared value supply agreement; and

WHEREAS, AGHORIZONS wants to buy all of its phosphate and potash products from MOSAIC for sale to its retail customers.

NOW THEREFORE, for and in good consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, AGHORIZONS and MOSAIC agree as follows:

ARTICLE I. EFFECTIVE DATE AND TERM

Subject to the provisions of Article XX, the parties hereby agree that the terms of this Agreement shall take effect on the date first listed above and expire May 31, 2007 (the “Expiration Date”) and shall automatically renew for successive one (1) year periods thereafter unless ninety (90) days prior to the expiration of the then current term, one party provides the other party with written notice of its desire to not renew.

ARTICLE II. STORAGE, MAINTENANCE AND HANDLING SERVICES

ARTICLE III. PURCHASE AND SALE OF PRODUCT

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ARTICLE IV. BULK HANDLING AND STORAGE RATE

ARTICLE XXXIV. The billing rates for handling and storage of bulk Product (“Rates”) under this Agreement shall be Eight Dollars and No/100 ($8.00) per ton outbound, for only sales made by MOSAIC to parties other than to AGHORIZONS or its affiliates, with copy of a bill of lading to MOSAIC. For purpose of this Agreement, “ton” means net ton free of lumps greater than 0.625 inches in diameter. The rates shall be fixed for the term of this Agreement, provided that the parties may, from time to time, mutually agree in writing to alter the Rates for specific opportunities. Included in the outbound rate, AGHORIZONS agrees to condition and screen the Product and simultaneously load the Product into the truck at the average rate of 200 tons per hour per eight (8) hour working day.

ARTICLE XXXIV. MOSAIC shall pay AGHORIZONS a storage space payment of FOUR Dollars and NO/100 ($4.00) per ton of storage space at an estimated amount of TWENTY EIGHT THOUSAND Dollars and No/100 ($28,000.00) for its rights to exclusively store Phosphate Product at the Pipestone Facility as well as TWO THOUSAND Dollars and No/100 ($2000) for it’s right to exclusively store Potash Product. AGHORIZONS shall invoice MOSAIC for such storage and handling amounts semi-annually on February 1 and August 1.

ARTICLE XXXIV. AGHORIZONS agrees to provide exclusive access to MOSAIC to:

AGHORIZONS guarantees that there will be no cross contamination with the MOSAIC or any other products handled at the Pipestone Facility. Mosaic has the right to ship Product to the domes and bins at any time that does not conflict with inbound products. MOSAIC agrees to notify AGHORIZONS before scheduling product to be shipped to the Pipestone Facility.

ARTICLE V. SERVICE COMMITMENTS AND SERVICE PARAMETERS

In consideration of the Rates as described herein, AGHORIZONS agrees as follows:

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ARTICLE VI. UNLOADING & DEMURRAGE

ARTICLE XXXIV. AGHORIZONS agrees to make every reasonable effort to handle incoming railcars and trucks expeditiously.

ARTICLE XXXIV. Demurrage on railcars shall be for AGHORIZONS’ account upon constructive placement of railcars by the railroad, except in the event that MOSAIC provides more product for storage at the Pipestone Facility than the Pipestone Facility’s capacity.

ARTICLE VII. FACILITY AND EQUIPMENT MAINTENANCE

AGHORIZONS, at its own cost and expense, shall keep the Pipestone Facility and all storage and handling equipment in good order and repair and in such condition that all Product stored and handled hereunder shall be kept dry and free from all moisture penetration and in clean, proper and safe condition throughout the term of this Agreement. Any equipment breakdown shall be remedied by AGHORIZONS within 48 hours of the breakdown or AGHORIZONS shall be responsible for providing alternative equipment to fulfill its commitments under this Agreement.

ARTICLE VIII. WEIGHING OF PRODUCT

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ARTICLE IX. BILLING AND PAYMENT PROCEDURES

ARTICLE XXXIV. For all charges or other sums payable under this Agreement, AGHORIZONS and MOSAIC shall invoice each other by means of mail or electronic transfer of documentation at the applicable rates and charges as set forth under this Agreement.

ARTICLE XXXIV. AGHORIZONS shall invoice MOSAIC no less than every thirty (30) days for services and charges described herein.

ARTICLE XXXIV. Payment of the invoice amount by either party is due within thirty (30) working days of receipt of invoice, unless there is a dispute as defined in this Article IX.

ARTICLE XXXIV. Payments not made when due will carry interest at the rate of ten (10) percent per annum until paid.

ARTICLE XXXIV. If there is a dispute regarding invoiced charges, the party disputing such charges shall pay the full invoiced amount, and if resolution of the dispute is ultimately in the favor of the disputing party, the other party shall refund within ten (10) working days of resolution the amount of the disputed charges plus interest at the rate of ten (10) percent per annum.

ARTICLE X. LOSS AND QUALITY OF PRODUCT

ARTICLE XXXIV. Notwithstanding any provisions to the contrary, AGHORIZONS shall be responsible for the actual shrink in the weight of the Product in excess of

1 percent, (1%) on each Product. The basis for determining said shrink shall be inbound railcar weights compared to outbound truck weights less sales of Product to AGHORIZONS. Notwithstanding the foregoing, MOSAIC is not arranging with AGHORIZONS, under any circumstance, for the disposal or treatment of any Product and MOSAIC expects any shrink to be directly attributable to inaccurate measuring or handling.

ARTICLE XXXIV. In the event actual shrinkage on any given product during any relevant period is less than the allowable shrink amount, actual shrink

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will govern. In no instance will MOSAIC pay AGHORIZONS for product. For shrink in excess of 1 percent (1%) AGHORIZONS agrees to pay MOSAIC the fair market location value of the Product FOB AGHORIZONS on the day preceding determination of shrink.

ARTICLE XI. FORCE MAJEURE

ARTICLE XXXIV. If any party is delayed in, or prevented from, the performance of its obligations under this Agreement, in whole or in part, due to the occurrence of Force Majeure, such party’s obligations and those of such other parties affected thereby shall be excused for the duration of such Force Majeure.

ARTICLE XII. ASSIGNMENT AND BINDING EFFECT

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld, provided, however, either party with notice to the other shall be permitted to assign its rights or obligations under this Agreement to a successor to substantially all of its assets and business to which this Agreement applies, or to the successor of the assignor as a result of a statutory merger or consolidation, or to an affiliate. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

ARTICLE XIII. APPLICABLE LAW

This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Minnesota, notwithstanding its conflict of law principles.

ARTICLE XIV. RECORDS

The parties agree that for the purpose of verifying bills and records and for the purpose of making adjustments thereof, the necessary records of the parties, insofar as they pertain to the terms of this Agreement, shall be made available, upon reasonable notice, at each party’s respective place of business for inspection and examination by any authorized employee or agent (including a certified public accountant) of the other party during regular business hours.

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ARTICLE XV. INDEMNIFICATION ; INSURANCE

ARTICLE XXXIV. During the term of this Agreement, AGHORIZONS shall maintain insurance policies in full force and effect with the following limits of liability: (i) Commercial General Liability coverage (including goods in the care, custody and control and contractual liability) with $2,000,000 limits of liability per occurrence; (ii) Auto Liability with combined single limits of $2,000,000 per accident; (iii) Workers’ Compensation insurance with statutory limits, if applicable; and (iv) Employer’s Liability coverage with limits of $500,000 per accident. Limits under (i), (ii), (iii), and (iv) above may be reduced if an umbrella or excess liability policy is purchased and limits carried total not less than $2,000,000 per occurrence. AGHORIZONS agrees to waive its right of subrogation against MOSAIC. All AGHORIZONS’ policies except Worker’s Compensation shall name MOSAIC as an additional insured. AGHORIZONS shall insure all Product for its full market value and shall provide MOSAIC with a certificate of insurance representing that such insurance is in force, and stating that such policies will not be canceled or materially changed without thirty (30) days prior notice to MOSAIC. Given our self insured status, I will need to get a legal opinion on what needs to be included here.

ARTICLE XVI. AMENDMENTS

No amendments to this Agreement shall be valid unless in writing and executed by AGHORIZONS and MOSAIC.

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ARTICLE XVII. ENTIRE CONTRACT

This Agreement contains the entire agreement between AGHORIZONS and MOSAIC and no prior oral understandings or agreements shall be effective as are set forth in this Agreement.

ARTICLE XVIII. NONWAIVER OF RIGHTS AND OBLIGATIONS

The failure of any party to this Agreement to insist upon the performance of any of the terms or conditions of this Agreement, or to exercise any rights or privileges under this Agreement, or the waiver by any party to this Agreement of any breach of the terms or conditions of this Agreement, shall not be construed thereafter as waiving compliance with any such terms, covenants, right, privileges or obligations, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

ARTICLE XIX. SEVERABILITY AND CANCELLATION IN THE EVENT OF CHANGE IN LAW OR REGULATIONS

If any provision of this Agreement becomes unlawful by virtue of a change in existing law or regulations or by a decision of any court or administrative agency having jurisdiction over this Agreement or the parties hereto, such provision shall be considered as having been severed from this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect.

ARTICLE XX. TERMINATION

This Agreement may only be terminated as follows:

ARTICLE XXXIV. If either party files or has filed against it a petition in bankruptcy, is declared insolvent, has a receiver appointed for it or its assets, or makes an assignment for the benefit of its creditors, either party may immediately terminate this Agreement.

ARTICLE XXXIV. In the event either party fails to perform any provisions of this Agreement, the non-defaulting party shall give the other party written notice of such failure. The non-defaulting party shall be entitled to terminate this Agreement if the other party fails to cure the default within thirty (30) days of receipt of notice.

ARTICLE XXXIV. The parties’ rights to terminate this Agreement as set forth in this Article are in addition to and not in lieu of any other rights that may accrue because of the other party’s failure to fulfill, perform, or observe the obligations, agreements, or covenants of this Agreement.

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ARTICLE XXI. NOTICES

Any notice, request, demand, statement or consent required or permitted to be given hereunder shall be in writing, shall be signed by or on behalf of the party giving notice, and shall be personally delivered or sent by express service facsimile, or certified or registered mail, return receipt requested, postage prepaid, to the other party to the respective address given below:

AGHORIZONS:

Cargill, Incorporated

15407 McGinty Road West

Mail Drop 19

Wayzata, MN 55391

Attention: Steve Becraft

Facsimile No.: (952) 742 – 2363

Telephone No.: (952)  ###-###-####

MOSAIC:

Mosaic Crop Nutrition, LLC

Atria Corporate Center, E490

3033 Campus Drive

Plymouth, MN 55441

Attention: Gord McKenzie, Regional Sales Manager

Facsimile No.: (763)  ###-###-####

Telephone No.: (763)  ###-###-####

Any party may change its address for purposes of this Agreement by giving written notice in accordance with the provisions of this Article.

ARTICLE XXII. TITLE PROTECTION

ARTICLE XXXIV. AGHORIZONS hereby acknowledges that (i) it has no ownership rights or other interests in the Product, and (ii) none of the Products constitute property of any type in which it could be asserted that AGHORIZONS has any “rights in the collateral” as such phrase is used in Section 9-203 of the UCC. Upon request and provision by Mosaic, AGHORIZONS shall post at the entrance to each Storage Area leased by Mosaic a conspicuous sign referencing the stored Product.

ARTICLE XXXIV. Upon request by MOSAIC, AGHORIZONS shall, as quickly as is reasonably possible, cooperate in the endeavors of MOSAIC or its designee(s) to cause a UCC search to be conducted with respect to AGHORIZONS and any other Person having any

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ownership interest in or operating at the Facility in the appropriate jurisdictions. AGHORIZONS shall also take such other action as may be requested by MOSAIC or its designee(s) from time to time to ensure that Products in the Storage Area are maintained as the separate and identifiable property of MOSAIC, including without limitation, promptly executing UCC statements that may be filed for informational purposes as may be sent by MOSAIC or its designee(s) to any Person that appears to be a secured creditor of AGHORIZONS. AGHORIZONS hereby covenants with, and represents and warrants to, MOSAIC that (i) AGHORIZONS is an entity duly authorized, validly existing and in good standing under the laws of the state of its organization as identified in the information pertaining to AGHORIZONS set forth in the signature clause of this Agreement, and (ii) AGHORIZONS shall not change its jurisdiction of organization or the location of its principal office unless it shall have provided notice of such change to MOSAIC not less than thirty (30) days in advance.

ARTICLE XXXIV. AGHORIZONS shall not assert against any Products any statutory or possessory liens, including without limitation, AGHORIZONS’ liens, processor’s liens, rights of levy and distraint for rent, all of which AGHORIZONS hereby waives and subordinates to Mosaic’s interests to the extent permitted by law, except for a AGHORIZONS’ lien limited in amount to accrued and unpaid rent and other charges owing by MOSAIC under this Agreement and invoiced by AGHORIZONS to MOSAIC as provided in Section 5.02 above. AGHORIZONS shall not offset (either by setoff, recoupment or otherwise) any amounts due from MOSAIC against any Products.

ARTICLE XXIII. COMPLIANCE WITH LAWS; ENVIRONMENTAL, AND ENCUMBRANCES.

ARTICLE XXXIV. AGHORIZONS shall perform its obligations described in this Agreement in full compliance with all state, local, and federal (including, but not limited to, environmental, safety, and health) statutes, ordinances, regulations, and rules. AGHORIZONS further agrees to indemnify, defend, and hold MOSAIC harmless from and against all fines, charges, costs, remediation and/or assessments caused by, or resulting from, violations by AGHORIZONS unless such fine, charge, cost, remediation and/or assessment is caused solely by MOSAIC, its employees, agents, or contractors.

ARTICLE XXXIV. AGHORIZONS shall not place or allow to be placed any lien or other encumbrance on the Product. Upon request, AGHORIZONS agrees to (i) file (or allow MOSAIC to file on AGHORIZONS’ behalf) UCC-1 and other documents reasonably necessary to give public notice of

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MOSAIC’s ownership of the Product, and/or (ii) post notices at the AGHORIZONS Pipestone Facility stating that the Product contained therein is owned by MOSAIC.

ARTICLE XXIIV. CONSTRUCTION OF TERMS

The terms of this Agreement have been arrived at after mutual negotiation and, therefore, it is the intention of the parties that its terms not be construed against any of the parties by reason of the fact that it was prepared by one of the parties.

ARTICLE XXV. ARBITRATION OF CLAIMS

During the term of this Agreement, any party with a claim against the other party arising out of this Agreement shall submit such claim to the other party in writing within ninety (90) calendar days after the claiming party has knowledge of such claim, or such claim shall be deemed waived.

In any such arbitration, the parties may agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within fifteen (15) days of the written request, a Board of Arbitration comprised of three arbitrators shall be named, one to be selected by MOSAIC, one to be selected by AGHORIZONS and one to be selected by the other two arbitrators. MOSAIC and AGHORIZONS shall each select their arbitrator within thirty (30) calendar days of the date of said written request. If the two arbitrators previously appointed by MOSAIC and AGHORIZONS cannot agree upon the third arbitrator within thirty (30) calendar days of the due date of their appointment, then the third arbitrator shall be appointed on application of the parties to the American Arbitration Association, which application shall be submitted immediately after the expiration of the thirty (30) day appointment period. Except as otherwise provided herein, the arbitration shall proceed under the American Arbitration Association Commercial Arbitration Rules.

The decision of any two of the arbitrators so appointed shall be the decision of the Board of Arbitration. The decision of the Board of Arbitration shall be final and binding on the parties and enforceable in any court having jurisdiction within the State of Minnesota.

ARTICLE XXVI. AMENDMENT

This Agreement may be modified or amended only by means of a written amendment executed by both parties hereto.

ARTICLE XXVII. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter.

ARTICLE XXVIII. INDEPENDENT PARTIES

Each party hereto shall be and remain an independent party and nothing herein shall be deemed to constitute a joint venture, partnership or agency of any kind of for any purpose. Each party’s

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employees shall be and remain the employees of and subject to the exclusive direction and control of such party.

ARTICLE XXVIX. COUNTERPARTS

This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed in duplicate as of the day and year first herein written.

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EXHIBIT A

Mosaic Share Value Agreement

Focusing on the needs of AGHORIZONS.

AGHORIZONS requirements of Mosaic:

“Share Value” Incentive Performance program:

Mosaic requirements of AGHORIZONS:

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Signed this day              of              2006 Agreement applicable Jan 1 2006 through May 31, 2006. Will then be renewable for 1 year term starting June 1, 2006.

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