PROMISSORY NOTE

                                                                  Loan No. 36500

Note of Harvest States Cooperatives

St. Paul, Minnesota
                                                          Dated: August 30, 1994

$42,500,000.00

For value received, the undersigned promises to pay to the St. Paul Bank for
Cooperatives ("Payee"), or order, at the times set forth in that certain First
Supplement To Master Syndicated Loan Agreement dated August 30, 1994, as that
Supplement may be amended or restated from time to time (the "First
Supplement"), the principal sum of up to FORTY TWO MILLION FIVE HUNDRED THOUSAND
DOLLARS ($42,500,000.00). The undersigned also promises to pay interest on such
sum at the times and rates, or in accordance with the rate options, set forth in
the First Supplement.

This note is given for one or more advances to be made by the Payee to the
undersigned pursuant to the First Supplement and the Master Syndicated Loan
Agreement under which it was issued, as that Master Syndicated Loan Agreement
may be amended or restated from time to time, all of the terms and provisions of
which (including provisions regarding the manner of payment, default interest
and acceleration) are hereby incorporated by reference. Advances, accrued
interest, and payments shall be posted by the Payee upon an appropriate
accounting record, which record (and all computer printouts thereof) shall
constitute prima facie evidence of the outstanding principal and interest on the
advances.

The makers or endorsers hereof hereby waive presentment for payment, demand,
protest, and notice of dishonor and nonpayment of this note, and all defenses on
the ground of delay or of any extension of time for the payment hereof which may
be hereafter given by the holder or holders hereof to them or either of them or
to anyone who has assumed the payment of this note, and it is specifically
agreed that the obligations of said makers or endorsers shall not be in anywise
affected or altered to the prejudice of the holder or holders hereof by reason
of the assumption of payment of the same by any other person or entity.

Except to the extent governed by applicable federal law, this note shall be
governed by and construed in accordance with the laws of the State of Minnesota,
without reference to choice of law doctrine.

                                        HARVEST STATES COOPERATIVES



                                        By /s/ T.F. Baker
                                        Title: Group Vice President