This PURCHASE AGREEMENT

 

                                                                 EXHIBIT 10

               This PURCHASE AGREEMENT, dated March 27, 1995 (this
     "Purchase Agreement"), by and between A. Alex Porter ("Seller") and
     EFL Limited, a Hong Kong corporation ("Purchaser").

               WHEREAS, Seller desires to sell to Purchaser, and Purchaser
     desires to purchase from Seller, shares of Class B Common Stock, par
     value $.80 per share ("Class B Stock"), of American Maize-Products
     Company, a Maine corporation ("AMPC"), on the terms and subject to the
     conditions herein set forth;

               NOW, THEREFORE, in consideration of the mutual covenants and
     agreements set forth herein, the parties hereto, intending to be
     legally bound, hereby agree as follows:

               SECTION 1.  Sale and Purchase of the Shares.
                           -------------------------------

                    (a)  Upon execution and delivery of this Agreement,
     Seller hereby sells, assigns and transfers to Purchaser 41,500 shares
     of Class B Stock (the "Initial Shares"), and Purchaser hereby
     purchases all of the Initial Shares, for a purchase price of $46.00
     per share (the "Purchase Price").  The closing of the sale and
     purchase contemplated by this Section 1(a) (the "Initial Closing"),
     shall take place upon the execution and delivery hereof in accordance
     with Section 1(c) hereof.

                    (b)  Seller hereby agrees to sell, assign and transfer
     to Purchaser 18,054 additional shares of Class B Stock (the
     "Additional Shares"), and Purchaser hereby agrees to purchase all of
     the Additional Shares, for a purchase of price per share equal to the
     Purchase Price.  Subject to Section 5 hereof, the closing of the
     purchase and sale contemplated by this Section 1(b) (the "Additional
     Shares Closing") shall take place at 10:00 A.M., New York City time,
     on April 11, 1995 (the "Additional Shares Closing Date") in accordance
     with Section 1(c) hereof.

                    (c)  At the Initial Closing and the Additional Shares
     Closing:

                    (i)  Seller shall deliver or cause to be delivered to
     Purchaser certificates representing all shares subject to the
     particular sale and purchase accompanied by stock powers duly executed
     in blank, with any necessary stock transfer stamps properly affixed,
     or shall cause such delivery to be effectuated by book entry transfer
     or other means satisfactory to Purchaser; and

                    (ii)  Purchaser will deliver to Seller the Purchase
     Price for all shares subject to the particular sale and

     NYFS02...:\09\67609\0019\91\AGR3155L.03F

     purchase by wire transfer to Seller of immediately available funds in
     accordance with written instructions provided by Seller.

               SECTION 2.  Representations and Warranties of Seller. 
                           ----------------------------------------

     Seller represents and warrants to Purchaser as follows:

                    (a)  At the time of the sale of the Initial Shares and
     the Additional Shares, Seller is or will be the beneficial owner of
     such shares being sold with full power and authority to sell such
     shares as contemplated hereby.  Upon delivery of the Initial Shares
     and Additional Shares to Purchaser, against payment therefor as
     contemplated hereby, Purchaser will acquire ownership of the
     respective shares free and clear of all security interests, liens,
     claims, proxies, charges, encumbrances and options and voting or other
     restrictions of any nature whatsoever (collectively, "Encumbrances").

                    (b)  Seller has the right, power and authority to
     execute and deliver this Purchase Agreement and perform his
     obligations hereunder.  This Purchase Agreement has been duly executed
     and delivered by Seller and, assuming due execution and delivery by
     Purchaser, constitutes a legally valid and binding agreement of
     Seller.

               SECTION 3.  Representations and Warranties and Covenants of
                           -----------------------------------------------
     Purchaser.  Purchaser hereby represents and warrants to Seller as
     ---------
     follows:

                    (a)  Purchaser has the corporate right, power and
     authority to execute and deliver this Purchase Agreement and perform
     its obligations hereunder, and the execution and delivery of this
     Purchase Agreement by Purchaser and the consummation by Purchaser of
     the transactions contemplated hereby have been duly authorized by all
     necessary corporate action on behalf of Purchaser.  This Purchase
     Agreement has been duly executed and delivered by Purchaser and,
     assuming due execution and delivery by Seller, constitutes a legally
     valid and binding agreement of Purchaser.

                    (b)  The execution and delivery of this Purchase
     Agreement and the consummation by Purchaser of the transactions
     contemplated hereby do not conflict with or constitute a breach or
     violation of or default under the certificate of incorporation or by-
     laws of Purchaser, any statute, law, regulation, order or decree
     applicable to Purchaser or any contract, commitment, agreement,
     arrangement or restriction of any kind to which Purchaser is a party
     or by which Purchaser is bound.

                    (c)  Except for filings required under the Securities
     and Exchange Act of 1934, as amended, no consent, approval,
     authorization, order or permit of or filing with or notification to
     any court or governmental entity or of any other party is required for
     the execution and delivery of this Purchase Agreement by Purchaser or
     consummation by Purchaser of the transactions contemplated by this
     Purchase Agreement.

               SECTION 4.  Further Covenants of Purchaser.  Purchaser
                           ------------------------------
     agrees to indemnify and hold harmless Seller and Seller's agents,
     successors and assigns (collectively, "Indemnified Parties"), from and
     against any and all losses, liabilities, claims, damages, fines,
     penalties, assessments, encumbrances, liens, costs and expenses
     (including the reasonable and necessary costs, expenses and fees of
     not more than one firm of outside attorneys for all Indemnified
     Parties for investigating, preparing or defending against any
     liability, commenced or threatened) (collectively, "Losses") arising
     out of or in any way related or connected to the transactions
     contemplated by this Agreement, excepting only Losses finally
     determined by a court of competent jurisdiction to be primarily due to
     a fact which constitutes a breach by Seller of a representation,
     warranty or covenant made by Seller herein.  Purchaser shall advance
     to any Indemnified Party upon request any Losses as incurred by such
     Indemnified Party.

               SECTION 5.  Extension of Additional Shares Closing Date;
                           --------------------------------------------
     Termination of Additional Shares Purchase.
     -----------------------------------------

                    (a)  In the event that certificates representing newly
     issued shares of Class B Stock have not been issued and delivered by
     or on behalf of AMPC to persons who have exercised rights pursuant to
     the rights offering made by AMPC by means of a prospectus included as
     part of a registration statement on Form S-3 under the Securities Act
     of 1933, as amended, which registration statement was declared
     effective on March 17, 1995 (the "Rights Offering"), on or before
     April 11, 1995, the Additional Shares Closing Date shall be changed
     from April 11, 1995 to the date on which such certificates are issued
     and delivered.

                    (b)  The obligation to sell and the obligation to
     purchase the Additional Shares pursuant to Section 1(b) hereof shall
     terminate and be of no further force or effect in the event that the
     Rights Offering is terminated prior to the issuance and delivery by or
     on behalf of AMPC of certificates representing newly issued shares of
     Class B Stock by persons who exercised rights pursuant to the Rights
     Offering.

               SECTION 6.  Miscellaneous.
                           -------------

                    (a)  Each party hereto shall pay its own costs and
     expenses incurred in connection with this Purchase Agreement.

                    (b)  This Purchase Agreement shall be binding upon and
     shall inure to the benefit of and be enforceable by the successors of
     the parties hereto.  This Purchase Agreement shall not be assignable
     by any party, provided, however, that Purchaser may assign its right
                   --------  -------
     to purchase the Additional Shares to an affiliate of Purchaser.  Any
     such assignment shall not relieve Purchaser from its obligations under
     this Purchase Agreement.

                    (c)  This Purchase Agreement may not be modified,
     amended, altered or supplemented except by a written agreement signed
     by Purchaser and Seller.

                    (d)  This Purchase Agreement contains the entire
     understanding of the parties with respect to its subject matter and
     supersedes all prior agreements and understandings with respect to its
     subject matter.  There are no restrictions, agreements, promises,
     warranties, covenants or undertakings other than those expressly set
     forth herein with respect to any matter covered herein.

                    (e)  Nothing in this Purchase Agreement, express or
     implied, is intended to confer upon any person other than the parties
     hereto and their respective successors, any rights or remedies under
     or by reason of this Purchase Agreement.

                    (f)  Subject to the terms and conditions herein
     provided, each of the parties hereto shall use all reasonable efforts
     to take promptly, or cause to be taken, all actions and to do
     promptly, or cause to be done, all things necessary, proper or
     advisable under applicable laws and regulations to consummate and make
     effective the transactions contemplated by this Purchase Agreement.

                    (g)  This Purchase Agreement and the rights and
     obligations of the parties hereto shall be governed by, and construed
     and interpreted in accordance with, the laws of the State of New York
     without regard to the principles thereof relating to the conflict of
     laws.

                    (h)  This Purchase Agreement may be executed in one 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.

                    (i)  Any notice which any party hereto is required or
     desires to give hereunder to any of the other parties hereto shall be
     in writing and may be given by mailing the same to the appropriate
     address set forth below (or to such other address as may have
     theretofore been substituted therefor by written notice to all parties
     hereto) by certified or registered United States mail, postage prepaid
     or by confirmed telecopy.  For all purposes hereof any notice so sent
     shall be as effective as though served in person on the addressee at
     the time it is received at the address provided hereinafter.  For the
     purposes of this Purchase Agreement, the addresses of the parties
     hereto shall be as follows until changed in accordance with the terms
     hereof:

     If to Seller:

     c/o Porter Fellman              Telecopy No.: (212) 725-6279
     100 Park Avenue, 11th Fl.
     New York, NY 10017

     With a copy to:

                                     Telecopy No.:               
     --------------------                         ---------------
                         
     --------------------
                         
     --------------------

     If to Purchaser:

     c/o Pexco Holdings, Inc.        Telecopy No.: (918) 493-7796
     7130 S. Lewis Ave., Suite 850
     Tulsa, Oklahoma 74136
     Attn:  Leonard D. Pickett

     With a copy to:

     Weil, Gotshal & Manges          Telecopy No.: (212) 310-8007
     767 Fifth Avenue
     New York, New York 10153
     Attn:  David E. Zeltner

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

                                   EFL LIMITED

                                   By:/s/ Leonard D. Pickett   
                                      -------------------------
                                      Name: Leonard D. Pickett
                                      Title:Attorney-in-Fact

                                   /s/ A. Alex Porter       
                                   -------------------------
                                   A. Alex Porter

                    *              *              *

               The undersigned, an affiliate of EFL Limited ("Purchaser"),
     hereby unconditionally and irrevocably guarantees the full and prompt
     payment when due and the full performance of all of the obligations of
     Purchaser under the foregoing Agreement, whether now or hereafter
     existing (collectively, the "Obligations").  This guaranty is an
     absolute guaranty of payment and performance and not a guaranty of
     collection.  Accordingly, the undersigned hereby agrees that A. Alex
     Porter ("Seller") shall have the absolute right to proceed against the
     undersigned in lieu of or in addition to proceeding against Purchaser
     to enforce any of Seller's rights or remedies with respect to the
     Obligations.

                                        USAHA TEGAS SDN. BHD.

                                     By:/s/ Leonard D. Pickett  
                                        ------------------------
                                        Leonard D. Pickett
                                        Attorney-in-fact 

Basic Info X:

Name: This PURCHASE AGREEMENT
Type: Purchase Agreement
Date: April 5, 1995
Company: AMERICAN MAIZE PRODUCTS CO
State: Maine

Other info:

Date:

  • March 27 , 1995
  • March 17 , 1995
  • April 11 , 1995

Organization:

  • American Maize-Products Company
  • Warranties of Seller
  • Porter Fellman Telecopy No
  • Pexco Holdings , Inc.
  • Gotshal & Manges Telecopy No

Location:

  • Hong Kong
  • Maine
  • 10:00 A.M.
  • New York City
  • United States
  • Tulsa
  • Oklahoma

Money:

  • $ .80
  • $ 46.00

Person:

  • S. Lewis
  • Weil
  • David E. Zeltner
  • A. Alex Porter
  • Leonard D. Pickett