Exhibit 10.10


                           	NOTE PURCHASE AGREEMENT

                            	CAL-MAINE FOODS, INC.

             	Series A Senior Secured Notes Due December 15, 2007
	             Series B Senior Secured Notes Due December 15, 2009




                              	TABLE OF CONTENTS

<TABLE>
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                                                                         	Page
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<S>                                                                        <C>
ARTICLE 1   DEFINITIONS	                                                    1
1.1	Definitions	                                                            1
1.2	Other Definitions	                                                     10
1.3	Definitions in Other Purchase Documents	                               10
1.4	Miscellaneous	                                                         10

ARTICLE 2   ISSUANCE, SALE AND PURCHASE OF NOTES	                          11
2.1	General Description of Financing	                                      11 
2.2	Interest	                                                              11
2.3	Payments	                                                              12
2.4	Mandatory Principal Payments	                                          12
2.5	Optional Prepayment	                                                   12
2.6	Application of Payments	                                               12
2.7	Notes	                                                                 13
2.8	Use of Proceeds	                                                       13
2.9	Guarantors	                                                            13

ARTICLE 3    CONDITIONS AND CLOSING	                                       13
3.1	Conditions to Purchase and Closing	                                    13
3.2	Closing	                                                               16

ARTICLE 4    REPRESENTATIONS AND WARRANTIES	                               17
4.1	Corporate Existence	                                                   17
4.2	Subsidiaries	                                                          17
4.3	Corporate Authority	                                                   17
4.4	Consents, Approvals, Etc.	                                             18
4.5	Binding Effect and Enforceability	                                     18
4.6	Default of Debt	                                                       18
4.7	Financial Condition	                                                   18
4.8	Title and Liens	                                                       19
4.9	Employee Plans	                                                        19
4.10	Taxes	                                                                19
4.11	Compliance with Laws	                                                 19
4.12	Litigation	                                                           19
4.13	Corporate Names; Location of Collateral	                              20
4.14	Solvency	                                                             20
4.15	Environmental Protection	                                             20
4.16	Certain Fees	                                                         20
4.17	Disclosure	                                                           21
4.18 Margin Stock                                                          21
4.19 Investment Company Act: Public Utility Holding Company Act            21
4.20	Labor Controversies	                                                  21
4.21	Senior Debt	                                                          21
4.22	Accuracy of Information	                                              21
4.23	Offering of Notes	                                                    22
4.24	Unrestricted Subsidiaries	                                            22
4.25	Acknowledgment	                                                       22

ARTICLE 5    AFFIRMATIVE COVENANTS	                                        22
5.1	Financial Information and Reporting	                                   22
5.2	Corporate Existence	                                                   24
5.3	Taxes and Laws	                                                        24
5.4	Inspection	                                                            24
5.5	Purchaser Costs	                                                       24
5.6	Employee Plans	                                                        24
5.7	Maintenance	                                                           25
5.8	Use of Proceeds of Notes	                                              25
5.9	Environmental Matters	                                                 25
5.10	Insurance	                                                            26

ARTICLE 6    NEGATIVE COVENANTS	                                           26
6.1	Liens	                                                                 26
6.2	Additional Funded Debt	                                                26
6.3	Fiscal Year and Tax Status	                                            27
6.4	Restricted Payments	                                                   27
6.5	Investments in Other Persons	                                          27
6.6	Transfer of Assets	                                                    27
6.7	Mergers. Etc.	                                                         27
6.8	False Statements	                                                      28
6.9	Transactions with Affiliates	                                          28
6.10	Sale and Leaseback Transactions	                                      28
6.11	Borrowing by Guarantors	                                              29
6.12	Inconsistent Agreements	                                              29
6.13	Environmental Matters	                                                29
6.14	Change in Business or Accounting	                                     29
6.15	Financial Covenants	                                                  29
6.16	Charter and Bylaws	                                                   29

ARTICLE 7    EVENTS OF DEFAULT	                                            30
7.1	Events of Default	                                                     30

ARTICLE 8    RIGHTS AND REMEDIES	                                          31

ARTICLE 9    MISCELLANEOUS	                                                32
9.1	Waiver	                                                                32
9.2	Applicable Law	                                                        32
9.3	Severability	                                                          32
9.4	Section Headings	                                                      33
9.5	Binding Effect and Amendments	                                         33
9.6	Notices	                                                               33
9.7	Entire Agreement; Amendment and Restatement	                           33
9.8	CONSENT TO JURISDICTION AND WAIVER OF JURY TRIAL AND PERSONAL SERVICE 	33
</TABLE>

Schedules

Schedule 1 -- Existing Liens
Schedule 4.2 -- Subsidiaries
Schedule 4.7 -- Indebtedness Not in Financial Statements
Schedule 4.12 -- Litigation
Schedule 4.13 -- Location of Collateral

Exhibits

Exhibit B -- Guarantors
Exhibit C -- Form of Series A Note
Exhibit D -- Form of Series B Note
Exhibit F -- Intercreditor Agreement


                         	NOTE PURCHASE AGREEMENT
                          	CAL-MAINE FOODS, INC.
           	Series A Senior Secured Notes Due December 15, 2007
           	Series B Senior Secured Notes Due December 15, 2009

     NOTE PURCHASE AGREEMENT` ("Agreement") dated as of December 18, 1997, by 
and among CAL-MAINE FOODS, INC., a Delaware corporation (the "Company"), and the
Companies listed on Exhibit "B" hereto, as guarantors (the "Guarantors") and 
FIRST SOUTH PRODUCTION CREDIT ASSOCIATION ("FSPCA") and METROPOLITAN LIFE 
INSURANCE COMPANY, ("MetLife") (FSPCA and MetLife are each referred to herein as
a "Purchaser" or collectively the "Purchasers").

The parties hereto agree as follows:

                               	ARTICLE 1
                              	DEFINITIONS

1.1	Definitions.  In addition to terms defined elsewhere in this Agreement, when
used herein, the following terms have the meanings as set forth below:

"Affiliate" as to any Person means any other Person that directly or indirectly,
through one or more intermediaries, controls or is controlled by or is under 
common control with such Person and includes, without limitation, each 
shareholder and any Subsidiaries of such Person. For purposes of this 
definition, "control" means the possession, directly or indirectly, of the 
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities or by contract or
otherwise.

"Agreement" means, collectively, this Note Purchase Agreement, together with any
and all exhibits, appendices, schedules, and amendments hereto and 
modifications, renewals, extensions, restatements and substitutions thereof and
therefor.

"Albuquerque Plant and Feed Mill" means the Farm and Plant/Feed Mill located on
the Facility Site in Albuquerque, New Mexico described in Exhibit "A" together 
with all Facility FF&E related thereto.

"Bethune Plant and Feed Mill" means the Farm and Plant/Feed Mill located on the
Facility Site in Bethune, South Carolina described in Exhibit "A" together with
all Facility FF&E related thereto.

"Business Day" means any day other than a Saturday, Sunday or other day on which
commercial banks in (a) New York, New York are authorized or required to close 
under the laws of the State of New York or the United States; and (b) Jackson,
Mississippi are authorized or required to close under the laws of the State of 
Mississippi or the United States.

"CERCLA" means the Comprehensive Environmental Response, Compensation, and 
Liability Act of 1980, 42 U.S.C. 9601 et seq., as amended by the Superfund 
Amendments and Reauthorization Act of 1986.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collateral" means all of the Receivables, Inventory, Farm Products, related 
contracts, margin accounts and the other personal property of the Company and 
each of the Guarantors as described in the Security Agreement and the 6 parcels
of real property as more particularly described in Exhibit "A" together with
any and all improvements and furniture, fixtures, equipment or any other 
personal property located thereon whether now existing or hereafter acquired 
including the Facilities and Facilities FF&E all as more particularly described
in the Collateral Documents to secure the Company's Obligations.

"Collateral Agent" means Rabobank acting in the capacity of collateral agent 
with respect to the Collateral in accordance with the Intercreditor Agreement.

"Collateral Documents" means, collectively, this Agreement, the Notes, the 
Security Agreement, the Consolidated, Amended and Restated Guaranty, the deeds 
of trusts, mortgages, UCC-I financing statements, title insurance documents, 
Intercreditor Agreement or any other agreements, instruments, financing 
statements or other documents that evidence or set forth the lien or the 
interests of the Purchasers in the Collateral.

"Contingent Liabilities" means any agreement, undertaking or arrangement by 
which any Person (i) guarantees, endorses or otherwise becomes or is 
contingently liable upon (by direct or indirect agreement, contingent or 
otherwise, to provide funds for payment, to supply funds to, or otherwise to
invest in, a debtor, or otherwise to assure a creditor against loss) the debt, 
obligation or other liability of any other Person (other than by endorsements of
instruments in the course of collection), or (ii) guarantees the payment of 
dividends or other distributions upon the shares of any other Person, or 
(iii) undertakes or agrees (contingently or otherwise) (a) to purchase, 
repurchase, or otherwise acquire any Debt, obligation or liability or any 
security therefor, or (b) to provide funds for the payment or discharge 
thereof (whether in the form of loans, advances, stock purchases, capital 
contributions or otherwise), or (c) to make payment other than for values 
received, or (d) to maintain solvency, assets, level of income, or other 
financial condition. The amount of any Person's obligation under any 
Contingent Liability shall (subject to any limitation set forth therein) be 
deemed to be the outstanding principal amount (or maximum permitted 
principal amount, if larger) of the debt, obligation or other liability 
guaranteed or supported thereby.


"Consolidated Tangible Net Worth" means, as of any date of determination, the 
sum of the capital stock (including nonredeemable preferred stock but 
subtracting treasury stock) and additional paid-in capital plus retained 
earnings (or minus accumulated deficit) of the Company and its Subsidiaries,
on a consolidated basis determined in conformity with GAAP, minus intangible
assets such as organization costs and franchise costs, intangible assets 
recorded in accordance with Financial Accounting Standards No. E7, deferred 
debits not relating to future tax benefits and all good will, trade names, 
trademarks, patents and other like intangibles.

"Debt" of any Person means: (i) all obligations of such Person for borrowed 
money and all obligations evidenced by bonds, debentures, notes, acceptances 
or other similar instruments; (ii) all obligations relative to the face amount
of all letters of credit, if drawn, and banker's acceptances issued for the 
account of such Person; (iii) all obligations as lessee under leases 
which have beeer than accounts payable arising in the ordinary course of 
business payable on terms customary in the trade), (v) indebtedness secured 
by a Lien on property owned or being purchased by such Person whether or not
such indebtedness shall have been assumed by such Person or is limited in 
recourse; (vi) all Contingent Liabilities of such Person in respect of any 
Debt of any Person, and (vii) any hedging obligations, if and to the extent such
obligations must appear as a liability upon a balance sheet of such Person 
prepared in accordance with GAAP, consistently applied.

"Default" means any event which, with the giving of notice or the passage of 
time or both, would constitute, become or mature into an Event of Default.

"Default Rate" means a rate of interest which is two percent (2%) above the 
interest rate payable on such Note prior to its due date.

"EBIT" means, with respect to any Person, the average Net Income before interest
and taxes (all as determined in accordance with GAAP, consistently applied) for
the most recent twelve fiscal quarter periods from the date of determination.

"Edwards Laying Complex I" means the Laying Complex located on the Facility Site
near Edwards, Mississippi described in Exhibit "A" together with all Facility 
FF&E related thereto.

"Employee Plan" means any pension, retirement, disability, medical, dental or 
other health plan, life insurance or other death benefit plan, profit sharing, 
deferred compensation, stock option, bonus or other incentive plan, vacation 
benefit plan, severance plan, or other employee benefit plan or arrangement,
including, without limitation, those pension, profit-sharing and retirement 
plans of the Company or any its Subsidiaries described from time to time in 
the Financial Statements and any pension plan, welfare plan, Defined Benefit 
Pension Plans (as defined in ERISA) or any multi-employer plan, maintained or 
administered by the Company or any Subsidiary or Affiliate of the Company, to 
which the Company or any Subsidiary or Affiliate of the Company is a party or 
may have any liability or by which the Company or any Subsidiary or Affiliate of
the Company is bound.

"Environmental Law" means, whenever enacted or promulgated, any applicable 
federal, state, county or local law, statute, ordinance, rule, regulation, 
license, permit, authorization, approval, covenant, criteria, guideline, 
administrative or court order, judgment, decree, injunction, code or requirement
or any agreement with a Governmental Authority:

(x)  relating to pollution (or the cleanup, removal, remediation or 
encapsulation thereof, or any other response thereto), or the regulation or 
protection of human health, safety or the environment, including air, water, 
vapor, surface water, groundwater, drinking water, land (including surface or 
subsurface), plant, aquatic and animal life, or

(y)  concerning exposure to, or the use, containment, storage, recycling, 
treatment, generation, discharge, emission, release or threatened release, 
transportation, processing, handling, labeling, containment, production, 
disposal or remediation of any hazardous substance, hazardous condition or 
hazardous activity (all as defined in such Environmental Laws and hereafter 
sometimes referred to as "Hazardous Substance," "Hazardous Condition" or 
"Hazardous Activity").

in each case as amended and as now or hereafter in effect, and any common law or
equitable doctrine (including injunctive relief and tort doctrines such as 
negligence, nuisance, trespass and strict liability) that may impose liability 
or obligations for injuries (whether personal or property) or damages due to
or threatened as a result of the presence of, exposure to, or ingestion of, any 
Hazardous Substance, whether such common law or equitable doctrine is now or 
hereafter recognized or developed. Applicable laws include, but are not limited 
to, CERCLA; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901
et seq.; the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq.; the 
Clean Air Act, 42 U.S.C. 7401 et seq.; the National Environmental Policy 
Act, 42 U.S.C. 4321; the Refuse Act, 33 U.S.C. 401 et seq; the 
Hazardous Materials Transportation Act of 1975, 49 U.S.C. 1801-1812; the 
Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; the Federal 
Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. 136 et seq.; the 
Safe Drinking Water Act, 42 U.S.C. 300f et seq., each as amended and as 
now or hereafter in effect, and their state and local counterparts or 
equivalents, including any regulations promulgated thereunder.

"Environmental Violation" means any activity, occurrence or condition that 
violates or results in non-compliance with any Environmental Law.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended 
from time to time, together with all rules and regulations issued thereunder 
or in connection therewith.

"Event of Default" means an event or occurrence described in Article 7 of this 
Agreement.

"Facilities" means collectively the Albuquerque Plant and Feed Mill; the Bethune
Plant and Feed Mill; the Edwards Laying Complex I; the Greensburg Farm and 
Plant; the Hammond Feed Mill; and the Lincoln Plant and Farm Hatchery.

"Facility" means any one of the Facilities.

"Facility FF&E" means with respect to any Facility any and all equipment, 
systems, apparatus, furniture, fixtures, fittings and personal property of every
kind and nature whatsoever whether now owned or hereafter acquired and now or 
subsequently attached to, contained in or used or usable in any way in 
connection with any operation of such Facility, together with any substitutions
therefor, replacements thereof and additions thereto from time to time all as 
more particularly described in the Collateral Documents.

"Facility Site" means, with respect to any Facility, the parcel of real property
on which such Facility is located as described on Exhibit "A" together with all
appurtenant rights attached thereto.

"Fair Market Value" means, with respect to any asset, the value of the 
consideration obtainable in a sale of such asset in the open market at a 
specified date assuming a sale by a willing seller to a willing purchaser 
dealing at arm's length and arranged in an orderly manner over a reasonable 
period of time having regard to the nature and characteristics of such asset.

"Farm Products" shall have the meaning as set forth for such term in the 
Security Agreement.

"Financial Statements" means the consolidated balance sheets, statements of 
income (or operations) and retained earnings and statements of cash flows or 
changes in stockholders' equity of the Company and its Subsidiaries for each 
Fiscal Year or each partial period thereof to be delivered to the Purchaser 
pursuant to Section 5.1 of this Agreement.

"Fiscal Year" means the 12 consecutive calendar months ending on the Saturday 
nearest May 31 of each calendar year; references to a Fiscal Year with a number
corresponding to any calendar year (e.g., the "1997 Fiscal Year") refer to the 
Fiscal Year ending on the Saturday nearest May 31 of such calendar year.

"Funded Debt" of any Person means all Debt that matures more than one year from
the date of determination or matures within one year from such date but is 
renewable or extendable, at the option of the debtor, to a date more than one 
year from such date or arises under a committed revolving credit or similar 
agreement that obligates the lender to extend credit during a period of more
than one year from such date (in each case including amounts of Funded Debt 
required to be paid or prepaid within one year from the date of determination)

"GAAP" means United States generally accepted accounting principles (including 
principles of consolidation), in effect from time to time.

"Greensburg Farm and Plant" means the Farm and Plant located on the Facility 
Site in Greensburg, Louisiana described in Exhibit "A" together with all 
Facility FF&E related thereto.

"Guarantor" means each of those entities set forth in Exhibit "B" hereto and any
Person that becomes a Subsidiary of the Company or any Guarantor and is required
to deliver a Subsidiary Joinder Agreement in accordance with Section 2.9 hereof;
but shall exclude any Unrestricted Subsidiary.

"Hammond Feed Mill" means the Feed Mill located on the Facility Site in Hammond,
Louisiana described in Exhibit "A" together with all Facility FF&E related 
thereto.

"Holder" means any holder from time to time of the Series A Note or the Series B
Note.

"Intercreditor Agreement" means that certain Second Amended and Restated 
Intercreditor Agreement in the form of Exhibit "F" attached hereto by and among
inter alia Rabobank, as Collateral Agent, the Purchasers and the other lenders 
named therein as parties thereto.

"Interest Coverage Ratio" means, for any period, the ratio of EBIT to Interest 
Expense, both determined on a consolidated basis for the Company and its 
Subsidiaries.

"Interest Expense" means, for any period, gross interest expense for such 
period, determined in accordance with GAAP and in any event including, without 
duplication, all commissions, discounts and other fees and charges owed with 
respect to letters of credit, interest capitalized during construction, and 
the portion of any capitalized lease obligations allocable to interest expense.

"Inventory" shall have the meaning as set forth for such term in the Security 
Agreement.

"Issue Date" means the date on which the Notes are issued to and purchased by 
the Purchasers.

"Laws" means all ordinances, statutes, rules, regulations, codes, orders, 
injunctions, writs or decrees of any government, whether federal, state, 
municipal or local, of any political subdivision or agency thereof, or of any 
court, board or similar entity established by any of the foregoing.

"Lien" means any security interest, whether or not filed, recorded or perfected
under applicable law, mortgage, deed of trust, charge, pledge, hypothecation, 
collateral assignment, deposit arrangement, encumbrance, lien (statutory or 
other), conditional sale or other title retention agreement, any lease, 
whether or not filed, recorded or perfected under applicable law, and the 
filing of any financing statement under the Uniform Commercial Code or 
comparable law of any jurisdiction.

"Lincoln Plant and Farm Hatchery" means the Plant and Farm/Hatchery located on 
the Facility Site in Lincoln, Arkansas as described in Exhibit "A" together with
all Facility FF&E related thereto and the property located in Westville, 
Oklahoma as described in Exhibit "A" together with all Facility FF&E related 
thereto.

"Make-Whole Amount" means the present value of the remaining scheduled principal
and interest payments due on a Note, determined by discounting the remaining 
scheduled principal and interest payments due on a Note at a discount rate equal
to the yield on United States Treasury obligations having a maturity equal to 
the then remaining average life of a Note plus 50 basis points.

"Materially Adverse Effect" means, relative to any occurrence of whatever nature
(including any adverse determination in any litigation, arbitration, or 
governmental investigation or proceeding), a materially adverse effect on: 
(a) the assets of or the business, revenues, financial condition, operations
or prospects of the Company and its Subsidiaries taken as a whole; or (b) the
ability of the Company or any Guarantor to timely and fully perform any of its 
payment or other material obligations under this Agreement, the Notes or the 
Collateral Documents.

"Net Income" means, for any period, the net income (or loss) of such Person for
such period (taken as a single accounting period) determined in conformity with
GAAP, excluding (to the extent otherwise included therein) any gains or losses,
together with any related provision for taxes, realized upon any sale of 
assets other than in the ordinary course of business.

"Notes" means the Series A Notes and the Series B Notes to be purchased by the
Purchasers hereunder, and "Note" means the note(s) in each series.

"Obligations" means each and every promise, agreement, covenant, debt and all 
other liabilities, obligations and indebtedness of the Company or any Guarantor
to the Purchasers, their successors or assigns, whether primary, secondary, 
contingent, direct, or indirect, howsoever incurred, created, arising or 
evidenced, whether presently or hereafter existing, evidenced, arising or 
becoming due, including such liabilities, obligations and indebtedness of the 
Company or any Guarantor to the Purchasers hereunder or arising from or in 
connection with the Notes or any exchanges, refinancings, substitutions, 
extensions, renewals, replacements and modifications for or of the foregoing,
or the enforcement by the Purchasers of their rights and remedies under any 
or all of the foregoing (including all reasonable costs, expenses and 
reasonable attorneys' and paralegal' fees and expenses incurred by Purchasers).

"Pari Passu", as applied to the ranking of any Debt of a Person in relation to 
other Debt of such Person, means that each such Debt either (i) is not 
subordinate in right of payment to any Debt or (ii) is subordinate in right 
of payment to the same Debt as is the other, and is so subordinate to the 
same extent, and is not subordinate in right of payment to each other or to any
Debt as to which the other is not so subordinate.

"Pari Passu Debt" means Debt of the Company or any Guarantor that is secured by
any part of the Collateral, provided that such Pari Passu Debt is subject to the
Intercreditor Agreement with the Purchasers.

"Permitted Investments" means (i) investments in one or more Guarantors or any 
Person which, concurrently with such investment, becomes a Subsidiary and 
Guarantor; (ii) property to be used in the ordinary course of business; 
(iii) current assets arising from the sale of goods and services in the 
ordinary course of business; (iv) direct obligations of the United States of 
America, or any agency thereof fully guaranteed by the United States of 
America, provided that such obligations mature within one year from the date
acquired; (v) certificates of deposit maturing within one year from the date
acquired or money market accounts issued by a bank or trust company organized
under the laws of the United States or any of its states, and having capital
surplus and undivided profits aggregating at least $100,000,000 and maintaining
an equivalent Standard & Poor's Corporation ("S&P") or Moody's Investors 
Service, Inc. ("Moody's) rating of "A"/"A2" or higher; (vi) commercial paper 
rated with the highest rating given by S&P or Moody's and maturing not more than
270 days from the date acquired; and (vii) certain issues of preferred stock
known as "Dutch-Auction Preferred, " " Capital-Market Preferred, " "Remarked
Preferred, " "Variable-Rate Preferred," or similar terms, rated with the 
highest rating given by S&P or Moody's; and (vii) purchases of substantially all
the assets or properties of another person.

"Permitted Liens" means Liens: (i) for taxes or assessments not yet due and 
payable; (ii) of mechanics, materialmen, warehousemen or carriers or other 
similar liens incurred in the ordinary course of business, payment with 
respect to which is not delinquent; (iii) which, in the aggregate, are not 
substantial in amount and do not materially impair or adversely affect the 
value or use of the assets and properties of the Company and its Subsidiaries
taken as a whole or the operation or condition of the business of the Company
and its Subsidiaries; (iv) which are being contested in good faith by 
appropriate and lawful proceedings, so long as levy and execution thereon have
been and continue to be stayed, appropriate reserves have been made in 
accordance with GAAP, and which do not materially impair or adversely affect the
value or use of the assets and properties of the Company and its Subsidiaries or
the Collateral, or the operation or condition of the business of the Company
and its Subsidiaries and provided that no Event of Default has occurred and 
has not been cured; (v) all purchase money liens and security interests as they
exist on the date hereof as reflected in the UCC searches delivered as required
in Section 3.1(a) hereof and the  approved existing Liens described on Schedule
1 hereto; (vi) purchase money liens or purchase money security interests upon or
in any property acquired after the Issue Date (other than for replacement of 
existing equipment), provided that the principal amount of the Debt incurred 
that is secured by such purchase money liens or purchase money security 
interests shall be permitted hereunder and shall not, in any event, exceed 100%
of the cost of such property, and shall not extend to or cover any other 
property; (vii) liens and security interests in connection with leases which 
have been or should be, in accordance with GAAP, recorded as capitalized lease 
liabilities (other than for replacement of existing equipment); provided, 
however, that such liabilities are otherwise permitted hereunder and that no 
lien or security interest referred to in this clause (vii) or the preceding 
clause (vi) shall extend to or cover any property other than the related 
property being acquired or leased (as the case may be) and the proceeds thereof;
(viii) liens on assets that do not constitute Collateral securing Debt permitted
to be incurred under this Agreement; (ix) liens securing the Obligations in 
respect of this Agreement and the Notes and liens on Collateral securing Pari 
Passu Debt permitted to be incurred under this Agreement; and (x) liens arising
out of pledges or deposits under workers' compensation laws, unemployment 
insurance, old age benefits, social security benefits or retirement benefits or
similar legislation.


"Permitted Restricted Payments" means Restricted Payments and Restricted 
Investments provided that the sum of all Restricted Payments and Restricted 
Investments made since the Issue Date does not exceed 50% of the Net Income 
(less 100% of cumulative losses) of the Company and its Subsidiaries on a 
consolidated basis subsequent to May 31, 1997 plus Seven Million Five Hundred
Thousand Dollars ($7,500,000) plus the net proceed of sales of the Company's
common stock and conversion of the Company's convertible securities; provided, 
however, that no Default will exist or be continuing after giving effect to a 
payment described in the preceding clause, and the Company and its Subsidiaries
would be able to incur at least $1.00 of additional Funded Debt

"Person" means any individual, sole proprietorship, joint venture, partnership,
limited liability company, association, unincorporated organization, joint-stock
company or association, trust, corporation, entity, institution or government
body.

"Placement Agent" means Rabobank in its capacity as placement agent in 
connection with the placement of the Notes.

"Priority Debt" means without duplication, (a) liens securing Debt of the 
Company which is not subject to the Intercreditor Agreement, and (b) Debt of 
Guarantors which is not subject to the Intercreditor Agreement.

"Purchase Documents" means, collectively, all of those documents set forth and
described in Section 3.1 hereof, as amended, modified, supplemented or restated
from time to time.

"Rabobank" means Co"peratieve Centrale Raiffeisen - Boerenleenbank B.A., 
"Rabobank Nederland," a cooperative banking organization organized and existing
under the laws of the Netherlands, acting through its New York branch.

"Receivables" shall have the meaning as set forth for such terms in the Security
Agreement.

"Required Holders" means with respect to any series of Notes, the holder or 
holders of more than 60% of the aggregate principal amount of such series.

"Restricted Investments" with respect to any Person means any investments which
are not Permitted Investments.

"Restricted Payments" means (i) any dividend payment or other distribution of 
assets, properties, cash, rights, obligations or securities on account of any 
shares of any class of capital stock of the Company, other than shares of common
stock of the Company or (ii) any purchase, redemption or other acquisition for 
value of any shares of any class of capital stock of the Company or any 
warrants, rights or options to acquire any such shares, now or hereafter 
outstanding.

"Restricted Subsidiary" means, at any time, any Subsidiary of the Company that 
is not then an Unrestricted Subsidiary.

"Rolling Period" means, in respect of any fiscal quarter, such fiscal quarter 
and the three preceding fiscal quarters.

"Security Agreement" means the Consolidated, Amended and Restated Security 
Agreement in favor of the Collateral Agent to be executed as a Collateral 
Document in connection herewith.

"Senior Debt" means with respect to any Person all Debt for borrowed money which
is secured by a lien or other interest on any property or assets of such Person.


"Subsidiary" with respect to any Person means any corporation, association, 
partnership or other business entity of which more than 50% of the total voting
power of shares of stock or other ownership interests entitled to vote in the 
election of directors, managers or trustees thereof is at the time owned or 
controlled, directly or indirectly, by any Person or one or more of the 
other Subsidiaries of that Person or a combination thereof.

"Short Term Debt" means all Debt which is not Funded Debt.

"Total Capitalization" means, as of any date of determination, the sum of 
(i) Consolidated Tangible Net Worth plus (ii) Total Funded Debt.

"Total Consolidated Assets" means the sum of the assets of the Company and its 
Subsidiaries, on a consolidated basis determined in accordance with GAAP, 
consistently applied.

"Total Funded Debt" means, as of any date of determination, the sum of all 
Funded Debt for the Company and its Subsidiaries on a consolidated basis.

"UCC" means the version of the Uniform Commercial Code as enacted in New York, 
as amended from time to time.

"Unrestricted Subsidiary" means any Subsidiary of the Company which the 
Purchasers have agreed is an Unrestricted Subsidiary and not required to execute
a Guaranty as required by Section 9.9 hereof. The following existing 
Subsidiaries of the Company are designated as Unrestricted Subsidiaries:  
Sunbelt Freight, Inc., a Mississippi corporation, and BCM Partnership, a 
partnership.

1.2	Other Definitions.  Any accounting terms used but not otherwise defined 
herein shall have their customary meanings as defined in, pursuant to, or in 
accordance with GAAP. All other terms used but not otherwise defined herein 
shall have the meanings provided by the UCC to the extent said terms are used
or defined therein.

1.3	Definitions in Other Purchase Documents.  Unless otherwise defined or the 
context otherwise requires, terms for which meanings are provided in this 
Agreement shall have such meanings when used in the other Purchase Documents.

1.4	Miscellaneous.  In this Agreement and each other Purchase Document, unless a
clear contrary intention appears: (i) the singular number includes the plural 
number, and vice versa; (ii) reference to any Person includes such Person's 
successors and assigns but, if applicable, only if such successors and assigns
are permitted by this Agreement, and reference to a Person in a particular 
capacity excludes such Person in any other capacity or individually; (iii) 
reference to any gender includes each other gender; (iv) reference to any 
agreement (including this Agreement and the Schedules. Appendices and Exhibits
hereto), document or instrument means such agreement, document or instrument
as amended or modified and in effect from time to time in accordance with the
terms thereof and, if applicable, the terms hereof and reference to any 
promissory note includes any promissory note which is an extension or renewal 
thereof or a substitute or replacement therefor; (v) unless the context 
indicates otherwise, reference to any Article, Section, Appendix, Schedule or
Exhibit means such Article or Section hereof or Schedule, Appendix or Exhibit
hereto; (vi) "hereunder", "hereof', "hereto" and words of similar import shall
be deemed references to this Agreement as a whole and not to any particular 
Article, Section or other provision hereof; (vii) "including" (and with 
correlative meaning "include") means including without limiting the generality 
of any description preceding such term; and (viii) relative to the 
determination of any period of time, "from" means "from and including" and 
"to" and "through" means "to but excluding".

                               	ARTICLE 2
                  	ISSUANCE, SALE AND PURCHASE OF NOTES

2.1	General Description of Financing.

(a)	Series A Notes. The Company will authorize the issue of its 6.87% Senior 
Secured  Note in the aggregate principal amount of Eleven Million Five Hundred 
Thousand Dollars ($11,500,000.00), due ten (10) years from the Issue Date and 
payable as set forth in the Series A Senior Secured Note (the "Series A Note") 
(herein, together with any note or notes which may be issued hereunder in 
substitution, exchange, modification, renewal, extension, and/or restatement
thereof or therefore, the "Series A Note" or "Series A Notes"), substantially in
the form of Exhibit "C" attached hereto with appropriate insertions in the 
blanks thereof

The Company will issue and sell to FSPCA, and, subject to the terms and 
conditions hereof and in reliance on the representations and warranties and 
other covenants and agreements of the Company contained herein, FSPCA will 
purchase from the Company, at the purchase price of 100% of the $11,500,000.00
principal amount thereof, the Series A Note at the closing referred to herein.
The purchase price shall be paid by the FSPCA at the Closing in immediately 
available funds.

(b)	The Company will authorize the issue of its 7.18% Senior Secured Note in the
aggregate principal amount of Fifteen Million Dollars ($15,000,000.00), due 
twelve (12) years from the Issue Date and payable as set forth in the Series B 
Senior Secured Note (the "Series B Note") (herein, together with any note or
notes which may be issued hereunder in substitution, exchange, modification, 
renewal, extension, and/or restatement thereof or therefore, the "Series B 
Note" or "Series B Notes"), substantially in the form of Exhibit "D" attached
hereto with appropriate insertions in the blanks thereof.

The Company will issue and sell to MetLife, and, subject to the terms and 
conditions hereof and in reliance on the representations and warranties and 
other covenants and agreements of the Company contained herein, MetLife will 
purchase from the Company, at the purchase price of 100% of the $15,000,000.00 
principal amount thereof, the Series B Note at the closing referred to herein.
The purchase price shall be paid by MetLife at the Closing in immediately 
available funds.

2.2	Interest.

(a)	Series A Note.  The Series A Note shall bear interest at the rate of 6.87% 
per annum. 
(b)	Series B Note.  The Series B Note shall bear interest at the rate of 7.18% 
per annum.  
(c)	Interest will be payable under each note semi-annually in arrears on the 
fifteen (15th) day of each June and December commencing June 15, 1998.  Interest
under each Note shall be computed on the basis of the actual number of days 
(including the first day but excluding the last day) occurring during the period
for which such interest is payable over a year comprised of 360 days of twelve 
30-day months.

2.3	Payments.  All sums payable to a Purchaser hereunder or under a Note shall 
be paid directly to the Holder of such Note, at its address set forth herein, or
at such banking institution as such Holder may from time to time designate, in 
immediately available funds. 

2.4	Mandatory Principal Payments.

(a)	Series A Note.  Principal of the Series A Note shall be repaid in five equal
annual instalments of $1,916,666.00 payable on the 15th day of December of each 
year commencing December 15, 2002, and by a final installment on December 15, 
2007 in an amount equal to the unpaid principal balance.

(b)	Series B Note.  Principal of the Series B Note shall be repaid in six equal 
annual instalments of $2,142,857.00 payable on the 15th day of December of each 
year commencing December 15, 2003, and by a final installment on December 15, 
2009 in an amount equal to the unpaid principal balance.

2.5	Optional Prepayment.  The Company may at any time and from time to time, 
upon giving the notice referred to below, prepay all or any part (in a minimum 
amount of $200,000 and integral multiples of $100,000 thereafter) of the 
principal amount of either Note, upon payment of such principal amount and 
accrued interest thereon (if any) to the date of any such prepayment, plus a 
premium in an amount equal to the greater of (a) zero, or (b) the Make-Whole 
Amount less the par value of such Note.  The Company shall give at least 30 
days' written notice to the Holder of said Note of its intention to prepay 
pursuant to this Section 2.5, specifying the date of such prepayment and the 
amount thereof, and shall on such prepayment date pay the amounts referred to
herein. All optional prepayments pursuant to this Section 2.5 shall be 
credited to principal payment in the inverse order of their maturity.

2.6	Application of Payments.  All payments with respect to a Note shall be 
applied first to premium (if any), then to any cost or expenses of Holder 
related to or incurred in connection with the Notes, Collateral Documents, or 
Purchase Documents, then to interest at the rate(s) herein or in such Note 
specified, and then to principal as herein or therein specified.  Whenever 
any payment shall otherwise be due on a day which is not a Business Day, such 
payment shall be made on the next succeeding Business Day.  If payments on or 
under either Note are not paid in full when due (including any applicable grace 
period), then to the fullest extent permitted by law the Company shall pay 
interest on such Note (after as well as before judgment) on such past due 
obligations at the Default Rate.2.7	Notes.

(a)	Exchange of Notes.  At any time and from time to time upon the prior written
request of any holder of the Notes and upon surrender of the Notes for such 
purpose to the Company, the Company at its expense will issue in exchange 
therefor, or upon the transfer thereof, a new Note or Notes in such 
denominations (of $250,000.00 and multiples thereof as nearly as possible) as
may be requested in an aggregate principal amount equal to the unpaid 
principal amount of the Notes surrendered and substantially in the form of the 
Notes with appropriate revisions.  In addition to the exchange and transfers of 
the Notes, the Holder thereof may assign or participate all or any portion of
its Note; provided, however, that in the event Holder shall desire to assign
or participate all or any portion of its Note to other than (i) an affiliate
of Holder; or (ii) another lending institution in the federal Farm Credit 
System, then Holder shall give the Company thirty (30) days prior notice in 
which it shall have the right to prepay that portion of the Note being assigned 
or participated for the consideration which the third party assignee or 
participant would pay. 

(b)	Proportionate Payments.  If at any time there is more than one Note in a 
series outstanding, all payments or prepayments of principal on the Note shall 
be made on such Notes in such series then outstanding as nearly as may be in the
proportion of the unpaid principal amount of each such Note in such series to 
the total unpaid principal amount of such Notes in such series then outstanding.

2.8	Use of Proceeds.  the Notes shall amend and restate certain existing 
indebtedness of the Company as set forth in the Intercreditor Agreement 
purchased by the Purchasers and shall further evidence proceeds advanced to 
the Company for general corporate purposes and for no other purposes and the 
Company agrees to utilize the proceeds only for the purposes enumerated above.

2.9	Guarantors.  Each Guarantor does hereby agree to be bound by the terms and 
conditions of this Agreement and to execute that certain Consolidated, Amended 
and Restated Guaranty in the form attached hereto as Exhibit "E" (the 
"Guaranty").  The Company and each Guarantor hereby agree that any Person that
shall become a Subsidiary shall become a party to the Guaranty by delivering 
a Subsidiary Joinder Agreement to the Guaranty in the form attached to the 
Guaranty, unless the Purchasers shall otherwise approve such Subsidiary to be an
Unrestricted Subsidiary.

                             	ARTICLE 3
                      	CONDITIONS AND CLOSING

3.1	Conditions to Purchase and Closing.  Notwithstanding any other provisions of
this Agreement, each Purchaser, at its sole option and in its sole discretion, 
need not purchase the Note it is designated to purchase or make the loan 
evidenced thereby (the "Loan" or collectively the "Loans"), unless the following
conditions precedent are fulfilled to the satisfaction of each Purchaser.

(a) 	Delivery of Documents as Conditions Precedent. The delivery of each of the 
following documents (the "Purchase Documents") by or on behalf of the Company to
the Purchasers shall constitute separate and distinct conditions precedent to 
the purchase of the Note and the making of the Loan.

1.	Executed Agreement.  A copy of this Agreement duly executed by the 
Company, each Guarantor,  and each Purchaser;

2.	Executed Notes.  The Series A Note and Series B Note duly issued and 
executed by the Company;

3.	Executed Guaranty.  The Guaranty duly executed by each Guarantor;

4.	Articles of Incorporation.  Copies, certified of recent date by the Secretary
of State of the jurisdiction of incorporation, of the Company's and each 
Guarantor's Articles of Incorporation, and each and every amendment thereto;

5.	Good Standing Certificate.  Certificate of the Secretary of State of each 
state where the Company and each Guarantor conducts business, of recent date, as
to the good standing of the Company and each Guarantor in such states where each
conducts business;

6.	Secretary's Certificate.  Certificate of the Secretary of the Company and 
each Guarantor as to (i) resolutions authorizing entry into, execution, delivery
and performance of the obligations of the Company and each Guarantor under this 
Agreement, the Guaranty, the Notes, the Collateral Documents and Purchase 
Documents; (ii) Articles of Incorporation; and (iii) such entity's bylaws;

7.	Opinion of the Company's Counsel.  The satisfactory opinion letter of 
counsel for the Company acceptable to Purchasers and the Guarantor, and local 
counsel acceptable to Purchasers in each state where each Facility or Collateral
is located, dated as of the date of the Notes and addressed to the Purchasers in
form satisfactory to counsel to the Purchasers;

8.	Collateral Documents.  The execution, delivery and filing, as required, of 
all Collateral Documents in form satisfactory to counsel to the Purchasers;

9.	Intercreditor Agreement.  Execution and delivery of the Intercreditor 
Agreement;

10.	Title Insurance.  A mortgagee title insurance policy (ALTA Loan Policy - 
1992 Revision) in the aggregate amount of $47,006,900 issued by a national title
insurance company acceptable to Purchasers and the Collateral Agent, insuring 
the liens of the mortgages or deeds of trust in favor of the Purchasers or the
Collateral Agent, on behalf of the Purchasers, as a first lien subject only to 
Permitted Liens, deleting standard exceptions for creditors rights, mechanics
liens and survey, and including endorsements for zoning (ALTA 3.1 or 
equivalent), or 100XC, usury, revolving line of credit, variable rate, access, 
contiguity, environmental lien, and separate tax parcel, first loss, and 
providing gap coverage; provided, however, that a standard survey exception to
the extent applicable shall be acceptable on the Bethune Plant and Feed Mill 
Facility Site.  No title insurance shall be required on that portion of the 
Lincoln Plant and Farm Hatchery located in Oklahoma. To the extent that the 
title insurance is subject to reinsurance or co-insurance, the Company shall 
provide copies of the re-insurance or co-insurance agreements along with the 
title insurance policy, which agreement or agreements by their terms shall 
provide direct access by Purchasers or the Collateral Agent on behalf of the 
Purchasers.  The Company shall also provide Uniform Commercial Code searches 
covering all financing statement filings necessary to perfect the security 
interest in all Collateral subject to the Uniform Commercial Code, listing no
filings prior to the filings in favor of the Purchaser or the Collateral Agent 
on behalf of the Purchasers as secured party.

11.	Appraisal.  An appraisal of the Facilities (except for that portion of the 
Lincoln Plant and Farm Hatchery located in Oklahoma) addressed to Purchasers in 
form and amount satisfactory to Purchasers.

12.	Survey.  A complete, current survey of the Facilities (except for that 
portion of the Lincoln Plant and Farm Hatchery located in Oklahoma) certified to
Purchasers prepared by a licensed professional surveyor approved by Purchasers 
and prepared in accordance with the requirements of Purchasers; provided, 
however, that the existing survey conducted in 1978 shall be acceptable for 
the Bethune Plant and Feed Mill Facility Site.  

13.	Environmental Condition.  Approval by Purchasers of the physical 
environment of the Facilities (except for that portion of the Lincoln Plant and 
Farm Hatchery located in Oklahoma), including but not limited to, compliance 
with all requirements of governmental authorities concerning Environmental Laws 
and other conditions, as evidenced by environmental studies or other analysis
of the Facilities as required by Purchasers.

14.	Insurance Certificates.  Certificates evidencing the insurance required in 
Section 5.10 hereof.

15.	Due Diligence.  Purchasers' satisfactory completion of any investigation it 
deems necessary and desirable to complete its due diligence investigation.

16.	Officer's Certificates.  Such other Officer's Certificates of the Company 
and each Guarantor in form reasonably satisfactory to Purchasers; and

17.	Termination and Release or Assignment to Purchasers of Existing 
Indebtedness with Respect to the Facilities.  The restructure, assignments and 
restatements of existing Collateral Documents and as otherwise required in the 
documents referenced therein, shall have been completed in accordance with the
Intercreditor Agreement to the satisfaction of the Purchasers and their counsel.

18.	Documents.  In form and substance satisfactory to the Purchasers, each 
and every document, note, title commitment and policy for each Facility and 
Facility Site, certificate, notice, affidavit, exhibit, schedule, resolution, 
and legal opinion which the Purchaser may reasonably request from or to be 
delivered by the Company hereunder.

(b)	Events as Conditions Precedent.  The following conditions shall have 
occurred or exist as of the date of the purchase of the Note and making of the 
Loan and shall constitute conditions precedent thereto:

1.	Material Adverse Change.  No Materially Adverse Effect shall have 
occurred  subsequent to May 31, 1997, as reasonably determined by the 
Purchasers.

2.	Representations and Warranties.  The representations and warranties of the 
Company and Guarantors set forth in Article 4 hereof shall be true and correct 
in all material respects as of the date on which each Note is purchased and the 
Loan is made pursuant thereto.

3.	Closing Fees, Expenses, Etc.  The Company has paid all fees, costs and 
expenses which have been invoiced and/or are payable upon the Closing.

4.	Purchase Permitted.  Purchase of the Notes shall (i) be permitted by the 
laws and regulations of each jurisdiction to which each Purchaser is subject, 
without recourse to provisions permitting limited investments by insurance 
companies without restriction as to the character of the particular investment, 
(ii) not violate any applicable law or regulation (including, without 
limitation, Regulation G, T or X of the Board of Governors of the Federal 
Reserve System), and (iii) not subject any Purchaser to any tax, penalty or 
liability under or pursuant to any applicable law or regulation, which law or 
regulation was not in effect on the date of this Agreement.  Purchasers shall 
have received a certificate from the Company's officers certifying as to such
matters of fact as Purchasers may reasonably specify to enable a determination 
to be made regarding whether such purchase is so permitted.

3.2	Closing.  Assuming satisfaction of the conditions precedent set forth above,
the closing of the same and purchase of the Note hereunder (the "Closing") shall
take place at the offices of Watkins Ludlam & Stennis, P.A. at 633 North State 
Street, Jackson, Mississippi, at 10:00 a.m. central time, on December 15, 1997
(the "Closing Date") or at such other time and place as the Company and the 
Purchasers may agree. At the Closing the Company will deliver to the Purchaser
the Note to be purchased by such Purchaser as provided hereunder (in the form of
a single Note payable to such Purchaser or its order) against payment of the 
purchase price thereof in immediately available funds. If at the Closing the 
Company shall fail to tender as herein provided each Note to be purchased by 
each Purchaser, each Purchaser shall be relieved of all remaining obligations 
under this Agreement, but the Company and Guarantors shall be responsible for
all costs and expenses of the Purchasers, including all fees and expenses of 
counsel to the Purchasers, whether or not the issuance is consummated.


                               	ARTICLE 4
                    	REPRESENTATIONS AND WARRANTIES

                  	I.   Of the Company and Guarantors.

As further inducement to the Purchasers to enter into this Agreement, and make 
the Loans, the Company and each Guarantor represents and warrants, as of the 
date hereof and as of the Closing Date, the following, which shall survive the 
Closing and until all of the Obligations and indebtedness of the Company and 
Guarantors have been paid, satisfied or discharged in full, regardless of any
investigation by the Purchasers of the Company's financial condition or assets:

4.1	Corporate Existence.  The Company and each Guarantor (other than Cal-Maine 
Partnership, Ltd., a limited partnership and CMF of Kansas - LLC, a limited 
liability company) is a corporation duly organized, validly existing and in good
standing under the Laws of their respective jurisdictions of incorporation and
Cal-Maine Partnership, Ltd. is a limited partnership duly organized, validly 
existing and in good standing under the laws of its jurisdiction of organization
and CMF of Kansas - LLC, is a limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization
and each is duly licensed or qualified to do and transact business and in good 
standing as a foreign corporation or limited partnership, or limited liability 
company, as applicable, in each and every jurisdiction in which the conduct of
its business or the location of its property requires such qualification or 
licensing.

4.2	Subsidiaries.  The Company and each Guarantor do not have any Subsidiaries 
other than as identified in Schedule 4.2 hereto.  The capital stock of each 
Subsidiary is duly authorized, validly issued and fully paid and nonassessable.
Each Subsidiary is duly organized, validly existing and in good standing under 
the laws of its respective jurisdiction of incorporation or organization and
is duly licensed or qualified as a foreign corporation or limited partnership, 
as applicable, authorized to transact business and is in good standing in each 
jurisdiction in which the character of the properties owned by it or the 
nature of the business transacted by it makes such licensing or qualification
necessary.  Each Subsidiary has full corporate power and authority to own its
assets and properties, and to operate its business as presently owned and 
conducted.  Schedule 4.2 correctly sets forth the ownership interest of the 
Company and each Subsidiary in each of their respective Subsidiaries as of the 
Closing Date.

4.3	Corporate Authority.  The execution, issuance, delivery, and performance of 
this Agreement, the Notes, the Collateral Documents and all other Purchase 
Documents and the incurrence and performance of the Obligations and indebtedness
of the Company and each Guarantor hereunder (i) have been duly and properly 
authorized by all necessary corporate, director, shareholder and/or any other 
action of the Company and each Guarantor and (ii) have not resulted in and will 
not result in:
(a)	the creation or imposition of any lien, security interest, mortgage, deed of
trust, charge or any encumbrance of any nature whatsoever upon any of the 
Company's or any Guarantor's property or assets, or

(b)	the violation of, contravention of, the occurrence of a default, event of 
default or event, which with the passage of time or giving of notice or both, 
would constitute, mature into or become a default or event of default under, 
any term or provision of the Company's or any Guarantor's organizational 
documents or bylaws, any certificates of authority to do or transact business,
any order of any court, or any contract, agreement, mortgage, deed of trust, 
indenture, instrument, judgment or Laws to which the Company or any Guarantor is
a party or signatory or by which the Company or any Guarantor or any of its 
property is bound.

4.4	Consents, Approvals, Etc.  No consent, approval or authorization of, or 
filing, registration or qualification with, any Person, governmental, 
regulatory, or otherwise, is required to be obtained or effected by the Company 
or any Guarantor in connection with the execution, issuance, delivery and 
performance of this Agreement, the Collateral Documents, the Guaranty, the 
Notes or any other Purchase Documents or the incurrence or performance of the 
Obligations of the Company and each Guarantor or, if so required, has been duly 
obtained or effected before the date hereof.

4.5	Binding Effect and Enforceability.  Upon delivery hereof and thereof, this 
Agreement, the Notes, the Guaranty, the Collateral Documents or any other 
Purchase Documents will be the legal, valid and binding obligations of the 
Company and each Guarantor who are parties thereto enforceable in accordance 
with their terms and provisions (except as enforceability may be limited by 
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally) and, on the date of said delivery, the Company and Guarantors
will not be in violation or contravention of, and no Default or Event of Default
will exist under any of the foregoing.

4.6	Default of Debt.  The Company is not in default and no event of default or 
event, which with the passage of time or giving of notice or both, would 
constitute, mature into or become a default or event of default, has occurred 
and is continuing with respect to any Debt of any kind or nature of the 
Company or any Guarantor, other than those for which a non-monetary waiver has
been obtained and no such default or event of default with respect to payments 
of, or on account of, any such Debt has occurred during the five year period 
preceding the date of this Agreement.

4.7	Financial Condition.  The consolidated audited Financial Statements of the 
Company and its Subsidiaries for the Fiscal Years ended May 31, 1997, June 1, 
1996 and June 3, 1995 and the consolidated unaudited Financial Statements for 
the Company and its subsidiaries fiscal quarter ending August 30, 1997, each 
heretofore delivered to each Purchaser have been prepared in accordance with 
GAAP, consistently applied, and fairly present the financial condition of the
Company as at the dates thereof and results of operations for the periods 
covered thereby.  Since May 31, 1997, there have been no Materially Adverse 
Effect, and no dividends on or redemptions of the Company's capital stock have 
been made.  Except as disclosed on the unaudited Financial Statements delivered 
to the Purchasers which are referred to in the first sentence of this 
paragraph, and/or on Schedule 4.7 attached hereto:  (i) the Company has no 
indebtedness, except as permitted hereunder, or liabilities, contingent or 
otherwise.

4.8	Title and Liens.  The Company and each Guarantor have good and marketable 
title to all of their respective property and assets owned by the Company and 
each Guarantor, including all property and assets listed on its most recent 
Financial Statements and, except for Permitted Liens, its property and assets 
are not subject to any Liens. 

4.9	Employee Plans.  (i) All of the Company's Employee Plans are in compliance 
with the provisions of ERISA and the Code and the regulations and published 
interpretations thereunder meet the minimum funding standards of Section 302 of 
ERISA where applicable, (ii) no withdrawal liability has been incurred or is 
expected to be incurred under any such Employee Plans, (iii) no Prohibited 
Transaction or Reportable Event as defined in ERISA, has occurred with 
respect to any such Employee Plans or is expected to occur, unless approved by 
the appropriate governmental agencies, (iv) no proceedings have been instituted 
to terminate or appoint a trustee to administer any such Employees Plans.

4.10	Taxes.  The Company and each Subsidiary has filed all federal, state and 
local tax returns and reports required by applicable Laws (or has filed for and 
received extensions under applicable Laws), has paid all taxes, assessments, 
penalties, interest and any other governmental charges which are or were due and
payable (except such taxes, if any, as are being contested in good faith by 
appropriate proceedings and as to which adequate reserves have been provided), 
has made adequate provision for the payment of all taxes, assessments, 
penalties, interest and other governmental charges which are accruing but are 
not yet due and payable, and has no knowledge of any deficiency or additional 
assessment which has arisen in connection with any of the foregoing.

4.11	Compliance with Laws.  Except to the extent that the failure to comply 
would not have a Materially Adverse Effect, the Company and each Subsidiary has 
complied with all applicable Laws with respect to: (1) any restrictions, 
specifications or other requirements pertaining to products, including, 
without limitation, the Farm Products, that the Company manufactures, leases,
sells or distributes or to the services it performs; (2) the conduct of its 
business; and (3) the use, maintenance and operation of the real and personal
properties owned or leased by it in the conduct of its business, including, 
without limitation, each of the Facilities, Facilities FF&E and Facility Sites.

4.12	Litigation.  Except as set forth on Schedule 4.12 hereto, there is no 
action, suit, proceeding or arbitration (whether or not purportedly on behalf of
the Company or its Subsidiaries) at law or in equity or before or by any 
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, pending or to the 
knowledge of the Company or any Guarantor threatened against or affecting the
Company or any of its Subsidiaries or any of their properties which would result
in any Materially Adverse Effect, or would materially adversely affect the 
ability of the Company to perform its Obligations, and there is not basis known 
to the Company or any Guarantor for any such action, suit or proceeding.

4.13	Corporate Names; Location of Collateral.  Neither the Company nor any 
Guarantor has any assumed corporate names and is not doing business under any 
corporate name other than the name under which incorporated or organized.  The 
chief executive office and the principal place of business for the Company and
each Guarantor is located in Jackson, Hinds County (First Judicial District),
Mississippi.  All of the Collateral, including books and records pertaining to
the Receivables, Farm Products, all Inventory and Facility FF&E, of the Company 
and each Guarantor is maintained only in the locations as set forth on Schedule 
4.13 and the Company and Guarantors agree that they have no other locations at 
which any Collateral is located. The Company and each Guarantor shall not 
maintain any of the Collateral at any locations other than as set forth in 
Schedule 4.13 without giving the Purchasers at least 30 days prior written 
notice thereof.  The name of the Company or any Guarantor shall not be changed 
unless the Purchasers are given at least 30 days prior written notice thereof.

4.14	Solvency.  The Company and its Subsidiaries on a consolidated basis (i) is 
solvent and will not be rendered insolvent by the incurrence of the Obligations 
and indebtedness hereunder, by the execution of this Agreement, the Notes, 
Guaranty and Purchase Documents, (ii) is able to pay their debts as they come
due and does not intend to incur, or believe that it will incur, debts beyond
their ability to pay such debts as they mature or come due, (iii) has capital 
sufficient to carry on their business and any business in which it intends or is
about to engage, and (iv) owns property and assets having a value in excess of 
their liabilities and debts.

4.15	Environmental Protection.  As of the Closing Date, the Company and each 
Subsidiary has obtained all material permits, licenses and other authorizations 
that are required with respect to the operation of their businesses under any 
Environmental Law; the Company and each Subsidiary is in compliance with all 
terms and conditions of the required permits, licenses and authorizations, and
is also in compliance with all other limitations, restrictions, conditions, 
standards, prohibitions, requirements, obligations, schedules and timetables
contained in the Environmental Laws, except to the extent that the failure to 
comply therewith would not result in a Materially Adverse Effect.  There is no 
Environmental Violation by the Company or any Subsidiary and there is no civil, 
criminal or administrative action, suit, demand, claim, hearing, notice of 
violation, investigation, proceeding, notice or demand letter pending or 
threatened against the Company or any of its Subsidiaries relating in any way to
the Environmental Laws which would result in a Materially Adverse Effect; and 
there are no past or present (or, to the best of the Company and each of its 
each Guarantor's knowledge, future) events, conditions, circumstances, 
activities, practices, incidents, actions or plans which may interfere with or 
prevent compliance or continued compliance with the Environmental Laws, or which
may give rise to any common law or other legal liability or otherwise form the 
basis of any claim, action, demand, suit, proceeding, hearing, notice of 
violation, study or investigation, based on or related to the manufacture, 
processing, distribution, use, treatment, storage, disposal, transport or 
handling, or the emission, discharge, release or threatened release into the 
environment, of any pollutant, contaminant, chemical or industrial, toxic or 
hazardous substance or waste.

4.16	Certain Fees.  No broker's or finder's fee or commission will be payable by
or on behalf of the Company or any of its Subsidiaries with respect to this 
Agreement or the transactions contemplated hereby except to the Placement Agent,
and such fees to the Placement Agent have been paid, and the Company or any of 
its Subsidiaries hereby indemnify the Purchasers against and agrees that they 
will hold the Purchasers harmless from any claim, demand or liability for 
broker's or finder's fees, including the fees to the Placement Agent, alleged
to have been incurred by the Company or any of its Subsidiaries in connection 
with this Agreement or the transactions contemplated hereby.

4.17	Disclosure.  As of the Closing Date, there is no fact known to the Company 
or any Guarantor which would have a Materially Adverse Effect which has not been
disclosed herein or in such other documents, certificates and statements 
furnished to the Purchasers for use in connection with the transactions 
contemplated hereby.

4.18	Margin Stock.  None of the Loans will be used for the purpose of purchasing
or carrying any "margin stock" as defined in Regulations U, Regulation X or 
Regulation G, or for the purpose of reducing or retiring any Debt which was
originally incurred to purchase or carry "margin stock" or for any other purpose
which might constitute this transaction a "purpose credit" within the meaning of
Regulation U, Regulation X or Regulation G.

4.19	Investment Company Act: Public Utility Holding Company Act.  The Company 
nor any Subsidiary is an "investment company" as defined in, or subject to 
regulation under, the Investment Company Act of 1940, as amended, or (b) a 
"holding company" as defined in, or subject to regulation under, the Public 
Utility Holding Company Act of 1935, as amended.

4.20	Labor Controversies.  There are no labor controversies pending or, to the 
best knowledge of the Company and Guarantors, threatened against the Company or 
any Subsidiary which, if adversely determined, would be reasonably likely to 
have a Materially Adverse Effect.

4.21	Senior Debt.  The Notes constitute Senior Debt and are Pari Passu with all 
other Senior Debt of the Company and each Guarantor.  The only other Senior Debt
of the Company and Guarantors is listed in Exhibit "G". The only Pari Passu Debt
of the Company or any Guarantor is the Debt incurred pursuant to the Revolving 
Credit Agreement and the Dairy Facility Reimbursement Agreement, each as defined
in the Intercreditor Agreement.

4.22	Accuracy of Information.  All factual information heretofore or 
contemporaneously furnished by or on behalf of the Company in writing to the 
Purchaser for purposes of or in connection with this Agreement or any 
transaction contemplated hereby is, and all other such factual information 
hereafter furnished by or on behalf of the Company to the Purchaser in writing
will be, true and accurate in every material respect on the date as of which 
such information is dated or certified and such information is not, or shall 
not be, as the case may be, incomplete by knowingly omitting to state any 
material fact necessary to make such information not misleading.  To the best
knowledge of the Company and Guarantors there is no fact which has a 
Materially Adverse Effect on the business or prospects or condition (financial 
or otherwise) of the Company or any Guarantor or its properties or assets which 
has not been set forth herein or in written materials, certificates or 
statements furnished to the Purchasers by or on behalf of the Company prior to 
the date hereof.

4.23	Offering of Notes.  Neither the Company nor any agent acting on its behalf 
has directly or indirectly, offered the Notes or any similar security of the 
Company for sale to, or solicited any offers to buy the Notes or any similar 
security of the Company from, or otherwise approached or negotiated with 
respect thereto with, any Person other than institutional investors, and 
neither the Company nor any agent acting on its behalf has taken or will take 
any action which would subject the issuance or sale of the Notes to the 
registration requirements of Section 5 of the Securities Act of 1933, as 
amended, or the registration requirements of any securities or blue sky law of
any applicable jurisdiction.

4.24	Unrestricted Subsidiaries.  Sunbelt Freight, Inc. is an inactive 
corporation and not currently conducting any business nor will any business be 
conducted by Sunbelt Freight, Inc. in the future and Sunbelt Freight, Inc. 
does not and will not own any material assets and the Company is in the 
process of causing the dissolution of Sunbelt Freight, Inc.  BCM Partnership 
is a partnership whose operations are separate and distinct from those of the 
Company and the Guarantors.

	II.  Representations of the Purchaser

4.25	Acknowledgment.  Each Purchaser acknowledges that the Notes have not been 
registered under the Securities Act of 1933 or any applicable state securities 
laws and that such registration is not legally required.  Each Purchaser 
represent that it is acquiring its Note for its own account and, except as 
provided below, with no present intention of distributing or reselling the 
same or any part thereof, subject, nevertheless, to its right to dispose of the 
Note or any part thereof if at some future time in its sole discretion it 
deems it advisable to do so.  Each Purchaser reserves the right to assign or 
grant participations with respect to all or any part of its respective Note, 
provided, however, FSPCA contemplates granting a 100% participation in the 
Series A Note to AgFirst Farm Credit Bank at or contemporaneously with the 
Closing and AgFirst Farm Credit Bank contemplates granting a subparticipation of
50% to AgriBank, FCB at or contemporaneously with the Closing.

Each Purchaser has knowledge and experience in financial and business matters 
and is capable of evaluating the merits and risks of purchasing its respective 
Note. 

                              	ARTICLE 5
                        	AFFIRMATIVE COVENANTS

The Company and Guarantors hereby covenant and agree with the Purchasers that, 
until the Notes have been satisfied and discharged in full, Company will comply 
with the following covenants, unless the Required Holders (as defined in Section
1.1) shall give prior written consent to the contrary:

5.1	Financial Information and Reporting.  The Company and each Guarantor will 
maintain and will cause each of its Subsidiaries to maintain a system of 
accounting established and administered in accordance with GAAP, in which all 
dealings or transactions relating to their respective business and affairs 
will be recorded, and the Company shall cause to be furnished to the Purchaser:

(a)	As soon as available and in any event within sixty (60) days after the end 
of each fiscal quarter, other than the fourth fiscal quarter, an unaudited 
consolidated balance sheet of Company and its Subsidiaries as at such date and
statement of income and retained earnings for the period from the beginning of 
the current Fiscal Year to the end of such quarter, all in reasonable detail 
and presented in the same format as the annual audited Financial Statements to
be delivered below (but in any event with comparable information at the close of
and for the corresponding fiscal quarter or period, as the case may be, of the 
prior Fiscal Year), certified by the Company's president or authorized financial
officer as to his best knowledge being accurate in all material respects and 
having been prepared in accordance with GAAP as applied in the preparation of
the Company's annual Consolidated Financial Statements, subject to changes 
resulting from year-end audit adjustments;

(b)	As soon as available and in any event within ninety (90) days after the end 
of the Fiscal Year, the Company's Annual 10-K Report as filed with the 
Securities and Exchange Commission which shall contain the consolidated 
statements of income and retained earnings and a statement of cash flows/
changes in financial position for the Fiscal Year then ended and a balance 
sheet of the Company and its Subsidiaries as of the end of such Fiscal Year, in 
each case with comparable information at the close of and for the prior Fiscal
Year, all in reasonable detail and audited by an independent certified public
accountants selected by the Company and acceptable to the Purchaser and 
prepared in accordance with GAAP, together with the following from such 
independent certified public accountants: (a) an opinion thereon, which opinion 
shall not be subject to a "going concern" or similar qualification, to the 
effect that such consolidated financial statements have been prepared in 
accordance with GAAP and present fairly the financial condition of the Company
and its Subsidiaries reported on and that the examination of such accountants
in connection with such financial statements has been made in accordance with 
generally accepted auditing standards and, accordingly, includes such tests of 
the accounting records and such other auditing procedures as were considered 
necessary in the circumstances; and (b) the written statement of such 
accountants that in performing the audit such accountant has not obtained 
knowledge of any Default, or disclosing all Defaults of which they have 
obtained knowledge and acknowledging that the Purchaser is being provided with 
and is relying on such financial statements in making its credit decisions with 
respect to the Company;

(c)	Together with the Financial Statements for each quarter or Fiscal Year, a 
certificate of the Company executed by the president or chief financial officer 
of the Company computing compliance with the financial covenants as set forth in
Article 6 hereof, stating to his best knowledge whether any Default or Event of 
Default currently exists and is continuing and what action, if any, the Company 
is to take or proposes to take with respect thereto;

(d)	Promptly upon any filings or furnishings thereof any annual, periodic or 
special report or registration statement filed by the Company with the 
Securities and Exchange Commission or with any securities exchange on which any 
securities of the Company may be listed, together with any press releases and 
other statements generally made available to the public concerning material 
developments in the business;

(e)	Such other financial or other information concerning the Company, any 
Guarantor or any Subsidiary, their respective business, condition or assets, 
provided for hereunder or which a Purchaser may reasonably request from time to 
time;

(f)	Notice within ten (10) days of any actions, suits, arbitration or other 
proceedings instituted, commenced or threatened against or affecting the Company
or any Subsidiary which are not covered by insurance and which, if adversely 
determined, could have a Materially Adverse Effect; and

(g)	Notice within ten (10) days of any Default or Event of Default under this 
Agreement or any other Senior Debt.

5.2	Corporate Existence.  Except as permitted by Section 6.7 below, the Company 
and each Guarantor will maintain and preserve their respective corporate,  
limited partnership or limited liability company existence, good standing, 
certificates of authority, licenses, permits, franchises, patents, trademarks, 
trade names, service marks, copyrights, leases and all other contracts and 
rights necessary or desirable to continue its business on a profitable basis and
will generally continue the same lines of business as that being presently 
conducted.

5.3	Taxes and Laws.  The Company and each Subsidiary will pay when due, all 
taxes, assessments, charges and levies imposed on the Company and each 
Subsidiary or any of their respective property or assets or which the Company or
any Subsidiary is required to withhold and pay out and will comply with all 
applicable present and future Laws unless the Company or Subsidiary is 
contesting in good faith, by an appropriate proceeding, the validity, amount or 
imposition of the above while maintaining reserves, deemed adequate by the 
Purchasers in their reasonable discretion to cover the above, and such contest 
does not have or cause a Materially Adverse Effect and levy and execution with 
respect thereto have been and continue to be stayed.

5.4	Inspection.  The Company and each Subsidiary, during normal business hours, 
will allow any Purchaser, and any of its officers, employees or agents, to 
visit, for inspection, audit, and/or review, any of their respective premises 
and will make available and furnish to any Purchaser the books and records and 
such financial information concerning the Company's and each Subsidiary's 
property or assets, business, affairs, operations or financial condition as 
reasonably requested by any Purchaser; provided any Purchaser agrees that any 
such inspection shall be conducted so as not to unreasonably interfere with 
the operations of the Company and its Subsidiaries.

5.5	Purchaser Costs.  The Company shall pay on demand all reasonable out-of-
pocket fees, costs and expenses incurred or paid by the Purchaser in connection
with outside counsels' preparation, documentation, amendment, modification, 
administration, collection or enforcement of this Agreement, the Notes, the 
Guaranty, Purchase Documents and/or the Collateral Documents.

5.6	Employee Plans.  The Company and its Subsidiaries shall (i) keep in full 
force and effect any and all Employee Plans which are presently in existence or 
may, from time to time, come into existence under ERISA and the Code, and not 
withdraw from any such employee Plans, unless such withdrawal can be effected or
such Employee Plans can be terminated without material liability to the Company 
and its Subsidiaries; (ii) make contributions to all of such Employee Plans in
a timely manner and in a sufficient amount to comply with the requirements of
ERISA, including the minimum funding standards of Section 302 of ERISA; 
(iii) comply with all material requirements of ERISA and the Code which relate 
to such Employee Plans; (iv) notify the Purchaser immediately upon receipt by 
the Company or any Subsidiary of any notice concerning the imposition of any 
withdrawal liability or of the institution of any proceeding or other action 
which may result in the termination of any such Employee Plans or the 
appointment of a trustee to administer such Employee Plans; and (v) promptly 
advise each Purchaser of the occurrence of any Reportable Event or Prohibited 
Transaction, as defined in ERISA, with respect to any such Employee Plans.

5.7	Maintenance.  The Company and each Guarantor will keep their respective 
property in good repair, working order and condition, and from time to time make
all necessary and proper repairs, renewals, replacements, extensions, additions,
betterments and improvements thereto, so that the business carried on by each 
may be properly conducted at all times in accordance with prudent business
management.

5.8	Use of Proceeds of Notes.  The Company shall use the proceeds of the sale of
the Notes as set forth in Section 2.8, hereof.

5.9	Environmental Matters.  

(a)	If the Company or any of its Subsidiaries receives notice of any of the 
following:

1. 	the issuance of a complaint, notice or citation alleging a material 
violation of any Environmental Law by the Company or any of its Subsidiaries;

2.	the issuance of an administrative or judicial complaint or order against the 
Company or any of its Subsidiaries requiring that action be taken to respond to 
or clean up a release of Hazardous Substances (as those terms are defined in the
Environmental Laws) into the environment; or

3. 	a notice alleging that the Company may be liable or responsible for costs 
associated with a response to or cleanup of a release of Hazardous Substances 
(as those terms are defined in the Environmental Laws); and if either (x) such 
notice claims more than $100,000 against the Company or any Subsidiary, or (y) 
based upon information reasonably available at the time of receipt, the 
Company expects that any such complaint, notice, citation or order is 
reasonably likely to result in the payment of fines, compliance costs or cleanup
costs by the Company or any Subsidiary in excess of an aggregate of $100,000, 
then the Company shall provide each Purchaser with a copy of such notice 
within 10 days of receipt thereof by the Company or any Subsidiary. In addition,
if at any time subsequent to any such notice, any information subsequently 
becomes available to the Company or any Subsidiary which leads the Company or
any Subsidiary to expect that any such complaint, notice, or citation is 
reasonably likely to result in the payment of fines, compliance costs or clean-
up costs by the Company in excess of an aggregate of $100,000, then the Company 
shall provide each Purchaser with a copy of such notice and a summary of such 
information within 10 days after receipt of such information by the Company.

(b)	Within 10 days of the Company or any Subsidiary having learned of the 
proposal, enactment or promulgation of any Environmental Law or regulation which
has a reasonable likelihood of having a Materially Adverse Effect, the Company 
shall provide each Purchaser with notice thereof.

5.10	Insurance.  In addition to any insurance required by any Collateral 
Documents, the Company and its Subsidiaries will maintain, with reputable, 
financially sound insurance companies, insurance (including insurance against 
claims and liabilities arising out of the manufacture, processing, sale or 
distribution of any products, including without limitation, Farm Products) 
with respect to its properties and business against such casualties and 
contingencies and of such types and in such amounts as is customary in 
accordance with prudent business practice in the case of similar business in
similar locations and will, upon request, furnish to each Purchaser at 
reasonable intervals a certificate of an authorized officer setting forth the 
nature and extent of all insurance maintained by the Company and its 
Subsidiaries. The Company and its Subsidiaries shall retain all incidents of
ownership of the insurance maintained pursuant hereto and shall not borrow 
upon or otherwise impair its right to receive the proceeds of such insurance. 
 Each policy of  property insurance shall contain a standard non-contributory 
mortgage clause in favor of Purchasers and/or the Collateral Agent and each 
public liability policy shall name Purchasers and/or the Collateral Agent as 
additional insureds.  All policies shall be written by insurers, in amounts, 
with endorsements and on terms and conditions satisfactory to Purchasers.  
Property insurance shall be in an amount equal to the lesser of 100% of the then
replacement value of the Facilities or 125% of the combined principle balances 
of the Notes, but in any event an amount sufficient (including taking into 
account any deductibles) to prevent the Company or any Guarantor from becoming a
co-insurer.  The proceeds of any insurance shall be payable to the Collateral
Agent for the benefit of the Purchasers pursuant to the Intercreditor Agreement.

                             	ARTICLE 6
                        	NEGATIVE COVENANTS

The Company and Guarantors hereby covenant and agree with each Purchaser that, 
until its respective Notes has been satisfied and discharged in full, the 
Company and its Subsidiaries will comply with the following negative covenants: 

6.1	Liens.  The Company and Guarantors shall not create, incur, grant, pledge, 
permit or suffer to exist, any Lien upon any of the Collateral, except Permitted
Liens.

6.2	Additional Funded Debt.  The Company and its Subsidiaries shall not, 
directly or indirectly, create, assume, incur, become or be liable for or with 
respect to any additional Funded Debt unless, immediately thereafter, the ratio 
of Total Funded Debt  to Total Capitalization is not greater than 60%.

6.3	Fiscal Year and Tax Status.  The Company or any Subsidiary shall not change 
its Fiscal Year without prior written notice to each Purchaser.

6.4	Restricted Payments.  The Company or any Subsidiary shall not declare or 
make any Restricted Payments or Restricted Investments; provided, however, so 
long as no Event of Default is then existing or would result therefrom, the 
Company and any Subsidiary may make Permitted Investments or Permitted 
Restricted Payments.

6.5	Investments in Other Persons.  The Company or its Subsidiaries shall not 
make any loan or advance to, or investment in, any other Person, or purchase or 
otherwise acquire any shares of capital stock, obligations or other securities 
of, or make any capital contribution to, or otherwise invest in, any other 
Person, or acquire all or substantially all of the assets or properties 
of any other Person, except for Permitted Investments.

6.6	Transfer of Assets.  The Company and its Subsidiaries shall not sell, 
assign, transfer, lease or otherwise dispose of any of their property or assets,
except for:  (i) the sale of assets in the ordinary course of business, or 
(ii) as permitted by Section 6.7 hereof.

6.7	Mergers. Etc.   

(a) 	Merger Consolidation or Sale of More Than 50% of Assets.  The Company and 
its Subsidiaries may not merge or consolidate with or into, or convey, transfer,
lease or otherwise dispose of (whether in one transaction or in a series of 
transactions) more than 50% of Total Consolidated Assets (whether now owned or 
hereafter acquired) without the consent of the Required Holders, unless 
immediately thereafter: 

1. 	the surviving entity would be a U.S. corporation authorized to do business 
in each state where the Company or any Guarantor is authorized to do business;

2. 	the surviving entity would be able to incur at least $1 of additional Funded
Debt in accordance with the covenants provided hereunder;

3.	the surviving entity would not be in Default hereunder and no Event of 
Default would exist hereunder;

4.	the Notes would be an obligation of the surviving or combined entity; and

5.	in the case of a sale of assets, the purchaser specifically assumes the 
obligations of the Company under the Notes.

If the consent of the Required Holders is required and is denied, and such 
merger, consolidation or sale of assets is subsequently completed, the Company 
or the surviving entity shall have the option of prepaying the Notes at par plus
accrued interest, plus a penalty equal to the greater of zero or the Make 
Whole Amount at or before consummation of such merger, consolidation or 
sale of assets.

(b)	Sales of Less Than 50% of Assets.  Neither the Company nor any Guarantor 
will, except in the ordinary course of business or as permitted in Section 
6.7(a) above, sell, lease or otherwise transfer any of its assets to others 
unless:

1.	such assets are less than 15% of the Company's Total Consolidated Assets; 
or

2.	immediately after giving effect thereto, the Company and its Subsidiaries 
would be permitted to incur at least $1 of additional Funded Debt.

6.8	False Statements.  The Company shall not furnish any Purchaser any 
certificate or other document that will knowingly contain any untrue statement 
of material fact or that will knowingly omit to state a material fact necessary 
to make it not misleading in light of the circumstances under which it was 
furnished.

6.9	Transactions with Affiliates.  The Company or its Subsidiaries shall not 
enter into, or cause, suffer or permit to exist any arrangement or contract with
any of its Affiliates unless such arrangement is fair and equitable to the 
contracting entity and is not of a sort which would not be entered into by a
prudent Person in the position of the Company or its Subsidiaries with, 
or which is on terms which are less favorable than are obtainable from, any 
Person which is not one of their respective Affiliates.

6.10	Sale and Leaseback Transactions.  The Company and its Subsidiaries will not
enter into any sale and leaseback transactions more than 180 days after the date
of acquisition or occupancy of such asset, whichever shall be the later to 
occur, with the intention of leasing it back except

(a)	where the lease, including renewals, does not exceed three years;

(b)	where the transaction represents a sale by a Guarantor to the Company or by 
the Company to a Guarantor.

(c)	where the proceeds of the sale of the assets to be leased are at least equal
to their Fair Market Value and the proceeds are applied to the purchase or 
acquisition (or, in the case of real property, the construction) of assets to be
used in the Company's business or to the retirement of Funded Debt; or

(d)	sale and leaseback transactions other than those permitted by clauses (a), 
(b) and (c) above provided that Priority Debt does not exceed 15% of Total 
Capitalization.

6.11	Borrowing by Guarantors.  Each Guarantor will not create, assume, incur or 
guarantee or otherwise become liable in respect of, any Debt or preferred stock,
except Debt or preferred stock which is:

(a)	owed to the Company or a Guarantor; 

(b)	outstanding on the date of this Agreement or such later date when a person 
or entity becomes a Guarantor, and renewals or extensions thereof; and

(c)	Debt and preferred stock of Guarantors other than that permitted by clauses 
(a) and (b) above provided that Priority Debt does not exceed 15% of Total 
Capitalization.

6.12	Inconsistent Agreements.  The Company and its Subsidiaries shall not enter 
into any agreement containing any provision which would be violated or breached 
by the Loans or by the performance by the Company or Guarantors of their 
obligations hereunder or under the Notes.

6.13	Environmental Matters.  The Company and its Subsidiaries shall not violate 
any Environmental Law if such violation would be reasonably likely to have a 
Materially Adverse Effect and, without limiting the foregoing, the Company and 
its Subsidiaries shall not, and shall not permit any Person to, except in 
accordance with applicable Environmental Laws, dispose of any Hazardous 
Substances into, onto or from any real property owned or operated by the 
Company or any Subsidiary, nor allow any Lien imposed pursuant to any Law 
relating to hazardous materials or the disposal thereof to remain on such real 
property.

6.14	Change in Business or Accounting.  The Company shall not make any material 
change in the nature or conduct of its business, or make or permit any 
significant change in accounting policies or reporting practices except for any 
such change required or permitted by GAAP or the Internal Revenue Service.

6.15	Financial Covenants.  The Company and its Subsidiaries shall not:

(a)	Interest Coverage Ratio.  Permit at the end of any Rolling Period its 
Interest Coverage Ratio to be less than 2.0:1.0.

(b)	Consolidated Tangible Net Worth.  Permit the Consolidated Tangible Net Worth
to be less than Sixty Million Dollars ($60,000,000.00).

6.16	Charter and Bylaws.  The Company will not amend, modify or change in any 
material manner the organizational documents or bylaws of the Company or any 
Guarantor without the prior written consent of Purchaser.




                              	ARTICLE 7
                          	EVENTS OF DEFAULT

 .1	Events of Default.  The following events shall constitute and be deemed 
Events of Default hereunder:

(a)	Obligations.  Failure by the Company or any Guarantor, as applicable (i) to 
make any principal or premium payment or mandatory pre-payment Obligation when 
due, (ii) to make any interest payment Obligation within five (5) Business Days 
of when due; (iii) to make any fee or expense payment Obligation within five (5)
Business Days of demand; (iv) to perform, keep or observe any of the covenants
set forth in Article 6 unless waived in accordance with Section 9.1 hereof and
to cure any unwaived breach resulting therefrom within 30 calendar days of the 
occurrence thereof; or (v) to perform, keep or observe any other covenants or 
agreements hereunder or the other Collateral Documents and Purchase Documents 
(unless a shorter time period is specified therein) and to cure any breach 
resulting therefrom within 45 calendar days of the occurrence thereof.

(b)	Representation and Warranties.  Any warranty or representation now or 
hereafter made by the Company or any Guarantor hereunder is knowingly untrue or 
incorrect in any material respect or knowingly fails to state a material fact 
necessary to make such warranty or representation not misleading in light of the
circumstances in which it was made, or any schedule, certificate, statement, 
report, financial data, notice or writing furnished to the Purchasers at any 
time by the Company or any Guarantor is knowingly untrue or incorrect in any 
material respect or knowingly fails to state a material fact needed to make 
the foregoing not misleading in light of the circumstances in which the 
foregoing were furnished, on the date as of which the facts set forth therein 
are stated or certified.

(c)	Judgments.  A judgment(s) or order(s) requiring payment in excess of Seven 
Hundred Fifty Thousand Dollars ($750,000.00) shall be rendered against the 
Company or any of its Subsidiaries and such judgment or order shall remain 
unsatisfied or undischarged and in effect for ten (10) consecutive days without 
a stay of enforcement or execution thereof or posting of a bond pending 
appeal or in any event later than five (5) days prior to the date of any 
proposed sale under any judgment, writ or warrant of attachment or similar 
process.

(d)	Insolvency and Related Proceedings.  If the Company or any Guarantor (i) is 
dissolved; (ii) authorizes or makes an assignment for the benefit of creditors; 
(iii) generally shall not pay its debts as they become due; (iv) shall admit in 
writing its inability to pay its debts generally; or (v) shall authorize or 
commence (whether by the entry of an order for relief or the appointment of a
receiver, trustee, examiner, custodian or other similar official therefor or for
any substantial part of its property) any proceeding or voluntary case under any
bankruptcy, reorganization, insolvency, dissolution, liquidation, adjustment or 
arrangement of debt, receivership or similar Laws or if such proceedings are 
commenced or instituted, or an order for relief or approving any petition 
commencing such proceedings is entered against the Company or any Guarantor 
and the Company or any Guarantor, by any action or failure to act, authorizes, 
approves, acquiesces, or consents to the commencement or institution of such 
proceedings, or such proceedings are not dismissed within thirty (30) days after
the date of filing, commencement or institution.

(e)	Other Material Agreements.  If (i) the Company or any Subsidiary defaults in
any payment obligation for borrowed money (other than an Obligation hereunder) 
in excess of $1,000,000, beyond any applicable grace period with respect 
thereto, or (ii) if the Company defaults in the performance of any term, 
provision or condition contained in any agreement under which any such other 
payment obligation for borrowed money in excess of $1,000,000 was created or 
is governed, the effect of which is to cause, or to permit the holder or holders
thereof to cause, such other payment obligation for borrowed money in excess of 
$1,000,000 to become due prior to its stated maturity, or if any such payment 
obligation shall be declared to be due and payable or required to be prepaid 
(other than by a regularly scheduled payment) prior to the stated maturity 
hereof, or (iii) if the Company or any Subsidiary defaults or a default or an 
event of default occurs under or in the performance of its obligations under any
other material agreement, other than for borrowed money and such default, 
breach, or event of default continues beyond any applicable grace period 
thereunder and the effect of which shall be to allow the holder of such 
agreement to terminate same, and, with respect only to this clause (iii), the 
foregoing has a Materially Adverse Effect.

(f)	Failure of Lien.  Any Collateral Document shall for any reason fail to 
create a valid and perfected first priority security interest in any Collateral,
subject to Permitted Liens, purported to be covered thereby, or any Collateral 
Agreement or Guaranty or any other Purchase Documents shall fail to remain in 
full force or effect or any action shall be taken to discontinue or to assert
the invalidity or unenforceability of any Collateral Agreement or Guaranty or 
any other Purchase Documents.

                             	ARTICLE 8
                        	RIGHTS AND REMEDIES

Upon the happening or occurrence of an Event of Default described in Section 
7.1(d) above, the Notes and all other Obligations shall automatically thereupon 
be and become forthwith, due and payable. Upon the happening or occurrence of 
any other Event of Default, then and in each and every such case the Required 
Holders of any series of the Notes then unpaid may declare the unpaid balance
of such series of the Notes to be forthwith due and payable and thereupon such
balance shall become so due and payable without presentation, protest or further
demand or notice of any kind, all of which are hereby expressly waived 
notwithstanding anything contained herein or in such series of the Notes to the 
contrary. At all times the holders of the Notes shall have all rights and 
remedies now or hereafter provided by applicable Laws.

Upon the occurrence of an Event of Default, the Purchaser, in its sole 
discretion, may exercise any of its rights or remedies set forth in the 
Collateral Agreements.

This Article 8, however, is subject to the condition that, if at any time after 
the principal of the Notes shall have become due and payable as aforesaid 
(except automatically as aforesaid), and before any judgment or decree for the 
payment of the moneys so due, or any thereof, shall be entered, all arrears of
interest upon the Notes and all other sums payable under the Notes (except 
the principal of such Notes which shall have become payable solely by reason 
of such declaration) shall have been duly paid, and every other Default and 
Event of Default with respect to any covenant or provision of this Agreement 
shall have been made good or cured, then and in each and every such case the 
Required Holders of the series of the Notes then unpaid shall, by written 
instrument filed with the Company, rescind and annul such declaration and its 
consequences; but no such recision or annulment shall extend to or affect any 
subsequent Default or Event of Default or impair any right consequent thereon.

If any Holder of any Note shall demand payment thereof or take any other action 
in respect of an Event of Default, the Company shall forthwith give written 
notice thereof, specifying such action and the nature of the Event of Default, 
to each Holder of record of each series of the Notes.  The Company will also 
give prompt written notice to each Holder of each series of Notes of any 
written instrument of recision or annulment filed with it as aforesaid.

The Company covenants that, if an Event of Default occurs with respect to any 
payment (including mandatory pre-payment) of principal of, or premium (if any) 
or interest on, any of the Notes, it will pay to the person entitled to 
receive such payment such further amount, to the extent lawful, as shall be 
sufficient to cover the reasonable costs and expenses of collection, including
reasonable compensation of the attorneys of such person for all services 
rendered in that connection.

                                 	ARTICLE 9
                               	MISCELLANEOUS

9.1	Waiver.  A Holder's failure or delay, at any time or times hereafter, either
to require strict performance by the Company or any Guarantor of any provisions 
of this Agreement, the Guaranty, the Collateral  Agreements, Purchase Documents,
or its Note or to enforce the Holder's rights under such terms or provisions, 
shall not waive, effect or diminish or modify such terms or provisions, 
notwithstanding any conduct or custom, actual or implied, of such Holder to 
the contrary or in refraining from so doing at any time or times. Any suspension
or waiver by the Holders of a Default or an Event of Default hereunder, under 
the Collateral Agreements, Purchase Documents, the Guaranty or under its Note or
right or remedy hereunder or thereunder shall not suspend, waive, release or 
affect any other Default or Event of Default or right or remedy hereunder or 
thereunder.  No Obligations of the Company, Default, Event of Default or 
right or remedy hereunder or under the Collateral Agreements or the Note shall 
be deemed suspended or waived by the Holders unless such suspension or waiver is
in writing signed by the Required Holders (or all Holders, if required by 
Section 9.5 below) and directed to the Company detailing such suspension or 
waiver.

9.2	Applicable Law.  This Agreement, the Purchase Documents and the Note have 
been executed, issued, delivered and accepted in and shall be deemed to have 
been made under and shall be governed by and construed in accordance with the 
Laws of the State of New York.

9.3	Severability.  This Agreement, the Collateral Agreements, Guaranty, Purchase
Documents and the Notes shall be construed and interpreted in such manner as to 
be effective, enforceable and valid under all applicable Laws.  If any provision
of this Agreement or the Note shall be held invalid, prohibited or unenforceable
under any applicable Laws of any applicable jurisdiction, such invalidity, 
prohibition or unenforceability shall be limited to such provision and shall not
affect or invalidate the other provisions hereof or thereof or affect the 
validity or enforceability of such provision in any other jurisdiction, and to 
that extent, the provisions hereof and thereof are severable.

9.4	Section Headings.  Section headings used in this Agreement are for 
convenience only and shall not affect the construction or interpretation of this
Agreement.

9.5	Binding Effect and Amendments.  This Agreement shall be binding upon and 
inure to the benefit of the Purchasers and the Company and Guarantors, and their
respective successors and assigns; provided, however, that the Company has no 
right to assign any of its rights or its Obligations hereunder, except as 
specifically provided for herein, without the prior written consent of the 
Required Holders under each series of Notes. This Agreement and the terms and
provisions hereof may only be amended or modified by a written instrument or 
agreement signed by the Company and the Required Holders under each series of
Notes; provided, however, that no such amendment or modification shall be 
effective to reduce the principal of, or the premiums or rate of interest 
payable on, any Note or to postpone any date fixed for the payment of principal 
of, or any installment of interest on, any Note, without the consent of the 
Holder thereof, or to reduce the percentage of the principal amount of the Notes
designated for constituting Required Holders without the consent of all Holders 
of such Note then unpaid.

9.6	Notices.  Any notices or consents required or permitted by this Agreement 
shall be (i) in writing and (ii) delivered in person, telexed, telecopied or 
sent by certified or registered mail, postage prepaid, return receipt requested,
to the address set forth below, unless such address is changed by written 
notice hereunder (including such address designated from time to time by any 
Holder), and (iii) deemed duly given upon compliance with the above.

9.7	Entire Agreement; Amendment and Restatement.  This Agreement and the 
Purchase Documents constitute the entire agreement between the parties hereto 
with respect to the subject matter hereof as of the date hereof.  Pursuant to 
the Intercreditor Agreement, the Purchasers have been assigned the Existing Term
Obligations (as defined in the Intercreditor Agreement) which include the 
rights under the Term Loan Agreement, the Existing MetLife Loan Agreement (as
such terms are defined in the Intercreditor Agreement) and the notes issued 
pursuant to the terms thereof.  This Agreement and the Purchase Documents 
amend and restate in their entirety the Term Loan Agreement and the Existing 
MetLife Loan Agreement.  The Existing Term Obligations are not extinguished but 
are continued under the terms of this Agreement and the Purchase Documents.  As 
a result, this Agreement and the Purchase Documents do not constitute a novation
of the Existing Term Obligations.

9.8	CONSENT TO JURISDICTION AND WAIVER OF JURY TRIAL AND 
PERSONAL SERVICE.  THE COMPANY AND EACH GUARANTOR KNOWINGLY, 
VOLUNTARILY, INTENTIONALLY AND EXPRESSLY SUBMITS AND CONSENTS TO 
THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW 
YORK, NEW YORK IN ANY ACTION, SUIT OR PROCEEDING COMMENCED THEREIN 
IN CONNECTION WITH OR WITH RESPECT TO OR IN RESPECT OF THE 
OBLIGATIONS, THIS AGREEMENT OR THE NOTES (INCLUDING, WITHOUT 
LIMITATION, ANY DEFENSES OR COUNTERCLAIMS THEREIN) AND WAIVES ANY 
RIGHT TO JURY TRIAL THAT COMPANY MAY NOW OR HEREAFTER HAVE UNDER 
ANY LAWS AND ANY OBJECTION TO VENUE IN CONNECTION THEREWITH. 
COMPANY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS OR 
PAPERS ISSUED OR SERVED IN CONNECTION WITH THE FOREGOING AND AGREES 
THAT SERVICE OF SUCH PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR 
CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, DIRECTED 
TO THE COMPANY AS SET FORTH IN SECTION 9.6 ABOVE.





IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of 
the day and year first above written.
<TABLE>
<CAPTION>
<S>                                   <C>
COMPANY:	                             PURCHASER OF SERIES A NOTE:

CAL-MAINE FOODS, INC.	                FIRST SOUTH PRODUCTION CREDIT 
                                      ASSOCIATION


By:_____________________________	     By:__________________________________	
Name:___________________________	     Name:________________________________	
  Title:________________________	       Title:_____________________________

Address:________________________      Address:____________________________	
________________________________      _____________________________________
Attn:___________________________   	  Attn:________________________________	
Phone:__________________________      Phone:_______________________________
Fax No.: (____)_________________      Fax No. (____)_______________________	


GUARANTORS:	                          PURCHASER OF SERIES B NOTE:

CAL-MAINE FARMS, INC.	                METROPOLITAN LIFE INSURANCE COMPANY


By:_____________________________			   By:_________________________________	
Name:___________________________		   	Name:_______________________________	
  Title:________________________		      Title:____________________________	

Address:________________________    		Address:____________________________	
________________________________	     ____________________________________
Phone:__________________________    		Phone:______________________________	
Fax No.: (____)_________________    		Fax No.:	(____)_____________________

</TABLE>

CAL-MAINE EGG PRODUCTS, INC.


By:_____________________________		
Name:___________________________		
  Title:________________________

Address:________________________	

Phone:__________________________
Fax No.:________________________



CAL-MAINE PARTNERSHIP, LTD.


By:_____________________________
Name:___________________________		
  Title:________________________

Address:________________________

Phone:__________________________
Fax No.:________________________


CMF OF KANSAS - LLC


By:_____________________________
Name:___________________________
  Title:________________________

Address:________________________

Phone:__________________________
Fax No.:________________________





                                		Exhibit B

                             	   Guarantors


Cal-Maine Farms, Inc.
Cal-Maine Egg Products, Inc.
Cal-Maine Partnership, Ltd.
CMF of Kansas - LLC




                                 	Exhibit C

                           	Form of Series A Note






                           	CAL-MAINE FOODS, INC.

               	6.87% SERIES A SENIOR SECURED NOTE DUE 2007


$11,500,000.00	                                           Jackson, Mississippi
                                                            	December 18, 1997 


CAL-MAINE FOODS, INC., a Delaware corporation (the "Maker"), for value received,
hereby promises to pay to the order of First South Production Credit Association
or assigns (the "Holder"), the principal amount of Eleven Million Five Hundred 
Thousand Dollars ($11,500,000.00) in such coin or currency of the United States 
of America as at the time of payment shall be legal tender for public and 
private debts, and to pay interest (computed on the basis of the actual number 
of days - including the first day but excluding the last day - occurring 
during the period for which such interest is payable over a year comprised of 
360 days or twelve 30-day months), on the unpaid portion of said principal 
amount from the date hereof, semi-annually in arrears on the fifteenth (15th) 
day of each December and June, commencing on the first such date after the date 
hereof, at the rate of six and 87/100 percent (6.87%) per annum until such 
unpaid portion of such principal amount shall have become due and payable and at
the Default Rate (as defined in the Note Agreement referred to below) thereafter
(including any applicable grace period) and, so far as may be lawful, on any 
overdue installment of principal and interest at the Default Rate.  All interest
on the Note accrued and unpaid on the date of maturity shall be paid on such 
date.

The principal amount hereunder shall be paid in six annual installments as 
follows:
<TABLE>
<CAPTION>
          Principal Amount	                  Due Date of Payment
          ----------------                   -------------------
          <S>                                <C>
          $1,916,666.00	                     December 15, 2002
          $1,916,666.00	                     December 15, 2003
          $1,916,666.00	                     December 15, 2004
          $1,916,666.00	                     December 15, 2005
          $1,916,666.00	                     December 15, 2006
          $1,916,670.00	                     December 15, 2007
</TABLE>

All payments and prepayments of principal, premium (if any) and interest on this
Note shall be payable in the manner and at such place as the holder of this Note
may designate in writing to the undersigned, from time to time, which, until any
further designation, shall be as follows: Post Office Box 1770, Ridgeland, 
Mississippi 39158.  If any payment or prepayment of principal, premium (if any) 
or interest hereunder shall become due on a day other than a Business Day (as 
defined in the Note Agreement referred to below), such payment shall be made on 
the next succeeding Business Day. This Note is subject to prepayment, in whole 
or in part, in certain cases with a premium and in other cases without premium, 
all as specified in the Note Agreement (as hereinafter defined).  All payments 
and prepayments hereunder shall be applied as set forth in the Note Agreement.

The Holder of this Note may record in accordance with its usual practice, the 
date and amount of each principal interest or premium payment hereunder.

This Note is the Series A Note referenced in the Note Purchase Agreement dated 
as of December 18, 1997 between the Maker, the Holder, Metropolitan Life 
Insurance Company and certain entities named therein as Guarantors ("Note 
Agreement"), to which Note Agreement reference is hereby made for a statement
of the terms and conditions under which the due date of this Note or any payment
thereon may be accelerated or is automatically accelerated.  The Holder of 
this Note is entitled to all of the benefits provided in the Note Agreement.  
The Maker agrees to pay all costs of collection and all reasonable attorneys' 
fees paid or incurred by the Holder hereof in enforcing any of the Holder's 
rights hereunder or under the Note Agreement promptly on demand of the Holder.
The undersigned hereby waives demand, presentment, protest, notice of protest,
notice of dishonor or default and any other notice or demand of whatsoever kind 
or nature in connection with this Note, the Loan evidenced hereby or in the Note
Agreement.  This Note and the Loan evidenced hereby have been made in and shall 
be construed in accordance with and governed by the laws of the State of New 
York.

                              CAL-MAINE FOODS, INC.


                              By:_______________________________
                                Name:___________________________
                                  Title:________________________





                                 	Exhibit D

                           	Form of Series B Note





                           	CAL-MAINE FOODS, INC.

               	7.18% SERIES B SENIOR SECURED NOTE DUE 2009


$15,000,000.00 	                                          Jackson, Mississippi
                                                            	December 18, 1997 


CAL-MAINE FOODS, INC., a Delaware corporation (the "Maker"), for value received,
hereby promises to pay to the order of Metropolitan Life Insurance Company or 
assigns (the "Holder"), the principal amount of Fifteen Million Dollars 
($15,000,000.00) in such coin or currency of the United States of America as 
at the time of payment shall be legal tender for public and private debts, and
to pay interest (computed on the basis of the actual number of days - including
the first day but excluding the last day - occurring during the period for which
such interest is payable over a year comprised of 360 days or twelve 30-day 
months), on the unpaid portion of said principal amount from the date hereof,
semi-annually in arrears on the fifteenth (15th) day of each December and June,
commencing on the first such date after the date hereof, at the rate of seven 
and 18/100 percent (7.18%) per annum until such unpaid portion of such 
principal amount shall have become due and payable and at the Default Rate (as 
defined in the Note Agreement referred to below) thereafter (including any 
applicable grace period) and, so far as may be lawful, on any overdue 
installment of principal and interest at the Default Rate.  All interest on 
the Note accrued and unpaid on the date of maturity shall be paid on such date.

The principal amount hereunder shall be paid in seven annual installments as 
follows:
<TABLE>
<CAPTION>
            Principal Amount	               Due Date of Payment
            ----------------                -------------------
            <S>                             <C>
            $2,142,857.00	                  December 15, 2003
            $2,142,857.00                  	December 15, 2004
            $2,142,857.00	                  December 15, 2005
            $2,142,857.00	                  December 15, 2006
            $2,142,857.00	                  December 15, 2007
            $2,142,857.00	                  December 15, 2008
            $2,142,858.00	                  December 15, 2009
</TABLE>

All payments and prepayments of principal, premium (if any) and interest on this
Note shall be promptly and punctually paid by wire transfer of immediately 
available funds pursuant to the  wiring instructions provided to Maker or, if so
requested, by check mailed (not later than three days prior to the date any 
amount is due) to: Metropolitan Life Insurance Company, Agricultural 
Investments, Box 27-131, Kansas City, Missouri 64180-0001 or by such other 
method or to such other address as may be designated in writing by the Holder
of this Note.  If any payment or prepayment of principal, premium (if any) or
interest hereunder shall become due on a day other than a Business Day (as 
defined in the Note Agreement referred to below), such payment shall be made 
on the next succeeding Business Day.  This Note is subject to prepayment, in 
whole or in part, in certain cases with a premium and in other cases without 
premium, all as specified in the Note Agreement (as hereinafter defined).  
All payments and prepayments hereunder shall be applied as set forth in the Note
Agreement.

The Holder of this Note may record in accordance with its usual practice, the 
date and amount of each principal, interest or premium payment hereunder.

This Note is the Series B Note referenced in the Note Purchase Agreement dated 
as of December 18, 1997 between the Maker, the Holder, First South Production 
Credit Association and certain entities named therein as Guarantors ("Note 
Agreement"), to which Note Agreement reference is hereby made for a statement of
the terms and conditions under which the due date of this Note or any payment
thereon may be accelerated or is automatically accelerated.  The Holder of 
this Note is entitled to all of the benefits provided in the Note Agreement.  
The Maker agrees to pay all costs of collection and all reasonable attorneys' 
fees paid or incurred by the Holder hereof in enforcing any of the Holder's 
rights hereunder or under the Note Agreement promptly on demand of the Holder.  
The undersigned hereby waives demand, presentment, protest, notice of protest,
notice of dishonor or default and any other notice or demand of whatsoever kind 
or nature in connection with this Note, the Loan evidenced hereby or in the Note
Agreement.  This Note and the Loan evidenced hereby have been made in and shall 
be construed in accordance with and governed by the laws of the State of New 
York.

                                  CAL-MAINE FOODS, INC.


                                  By:______________________________	 
                                    Name:__________________________
                                      Title:_______________________






                                	Exhibit F

                  	   Form of Intercreditor Agreement