<PAGE>

                                                                   EXHIBIT 10.10

                     LEASE AGREEMENT WITH PURCHASE OPTION
                     ------------------------------------


          THIS AGREEMENT, dated the 5th day of January, 1995, by and between
SCOTT PETROLEUM CORPORATION, a Mississippi corporation, with offices in Itta
Bena, Mississippi ("Lessor"), and GOLD KIST INC., a cooperative marketing
association organized pursuant to the Georgia Cooperative Marketing Act with
corporate offices in Atlanta, Georgia ("Lessee").

                             W I T N E S S E T H:

          Lessor, for and in consideration of the terms, covenants, and
conditions herein contained, does hereby lease and demise to Lessee, and Lessee
does hereby take from Lessor, upon and subject to the terms, covenants, and
conditions herein contained, Lessor's interest in certain real property in
various counties in the State of Mississippi (more particularly described in
Exhibit A, attached hereto and incorporated herein by reference), together with
all improvements thereon ("Premises") and all equipment thereon including, but
not limited to the items specified in Exhibit B, attached hereto and
incorporated herein by reference (the "Equipment") (Premises and Equipment
referred to collectively as the "Facilities").

          TO HAVE AND TO HOLD the Premises at the rental and upon the terms,
covenants and conditions herein contained and for the term set forth herein.

1.   Term - The term of the lease herein made shall be for ten (10) years,
     ----
     beginning on January 5, 1995, and ending on December 31, 2004, unless
     sooner terminated as provided herein.

2.   Rent - Lessee agrees to pay the Lessor as monthly rent for the leased
     ----
     Facilities the amount of $30,081 per month during the term of this lease.
     Said rent shall be payable in advance every month on or before the first
     day of each month.

3.   Lessor's Mortgage - The Facilities are encumbered by a first priority deed
     -----------------
     of trust in favor of Mark G. Loften as trustee for the benefit of The
     Equitable Life Assurance Society of the United States as the same has been
     modified (the "Mortgage"). If Lessor fails to make any payment due on the
     Mortgage, Lessee may make such payment and any penalty on behalf of Lessor
     and reduce the rentals due hereunder by the amount so paid. In addition
     Lessee, after making two or more payments within any twelve-month period on
     the Mortgage pursuant to this paragraph may exercise immediately the
     Purchase Option specified in paragraph 24 and prepay the Mortgage according
     to its terms and reduce the Purchase Price under the Purchase Option by the
     amount so paid.

4.   Competition - Each of the shareholders, officers and directors of Lessor
     -----------
     hereby agrees that they shall not engage, directly or indirectly, in the
     financing, management, or operation of a fertilizer business within a
     radius of one hundred
<PAGE>

     twenty (120) miles from Indianola, for a period of three (3) years after
     the commencement date of the Lease. Should there be a breach by any of the
     shareholders, officers or directors of the covenants hereunder and should
     Lessee be required to enforce the covenants herein by legal action, Lessee
     shall be entitled to recover, in addition to all other remedies available
     to Lessee at law or at equity, all attorneys' fees and court costs incurred
     by Lessee in requiring compliance with the terms and obligations of this
     paragraph. Any action for breach of this Paragraph shall be against the
     breaching party only.

5.   Taxes - Lessee shall pay or cause to be paid all city, county, and state
     -----
     property taxes, charges and assessments levied and assessed against the
     Facilities and any personal property of Lessee on the Premises. If Lessee
     fails to pay taxes and assessments as they become due, so that in Lessor's
     judgment its property interest in the Facilities is jeopardized and Lessee
     continues in such a failure after being requested by Lessor to pay the
     same, Lessor shall have the right to pay such taxes and assessments, and to
     add such payment amount together with interest thereon to any installment
     of rent thereafter payable hereunder.

6.   Services and Utilities - Lessee shall pay for all charges for the provision
     ----------------------
     of all utilities serving the leased Premises and incurred by Lessee in
     connection with its use of the Facilities, including, but not limited to,
     gas, electricity, and water.

7.   Quiet Possession - Lessor warrants and represents that Lessor is presently
     ----------------
     vested with good and marketable title to the Premises and the Equipment and
     covenants and agrees that Lessee, upon paying the said rental and observing
     the covenants and conditions contained herein, shall have quiet possession
     of the Facilities for the term of the lease.

8.   Use of the Facilities - The Premises shall be used and occupied by Lessee
     ---------------------
     as a fertilizer and crop protection chemical blending, handling, storage
     and distribution facility and for other legal purposes. Lessee shall comply
     with all laws, ordinances, rules and regulations concerning the Facilities
     and its use thereof, and shall be obligated to comply with any law that
     requires any alteration, maintenance, or restoration of the Facilities as a
     result of the Lessee's particular and specific use of the Facilities.
     Lessee shall not use or permit the use of the Facilities in any manner that
     will tend to create waste or a nuisance.

9.   Removal of Fuel Tanks at Indianola - Lessor has placed on the Indianola
     ----------------------------------
     property tanks and related piping, diking and other fixtures for the
     storage of fuel (the "Tanks"). Lessor, at its sole cost and expense has
     agreed to remove the Tanks and remediate the site as may be required. All
     such work shall be completed on or before March 1, 1995. So long as
     remediation has begun and is being diligently pursued, Scott may extend the
     time for remediation until June 1 ,1995. All remediation work shall meet
     the requirements of the Mississippi Department of Environmental Quality.
     Lessor hereby indemnifies and holds harmless Lessee, its

                                      -2-
<PAGE>

     successors and assigns from any and all utilities, costs, damages, and/or
     expenses caused by the Tanks and/or their removal and/or the site
     remediation.

10.  Condition of Facilities - Except for the Tanks as discussed in Paragraph 9
     -----------------------
     above and except for the warranties made by Lessor in the Agreement of Sale
     dated May 8, 1992, between and among the parties hereto and FarmKist
     Enterprises, Lessee has examined the leased Facilities and accepts them in
     their present condition without any representations on the part of Lessor
     or its agents as to the present or future condition or as to the
     suitability of the Facilities for Lessee's use thereof. Lessee accepts the
     Facilities subject to all applicable municipal, county and state laws,
     zoning ordinances and regulations governing and regulating the Facilities
     and subject to all matters disclosed pursuant to the terms of this
     agreement and any exhibits attached hereto.

11.  Repair and Maintenance - Except for damage caused by acts of Lessor, its
     ----------------------
     agents, employees or invitees, Lessee at its expense shall keep in good
     order, condition and repair the Facilities and all structures and portions
     thereof and shall make any and all necessary repairs to same within a
     reasonable time after receipt of written notice from Lessor of the need for
     such repairs. In the event Lessee fails to perform its obligations
     hereunder, Lessor may at its option come in or upon the Premises after ten
     days' prior written notice to Lessee and put the same in good order,
     condition, maintenance and repair, and the costs thereof together with
     interest thereon shall be due and payable immediately or as additional rent
     to Lessor with Lessee's next rental installment.

12.  Removal and Substitution of Equipment - If Lessee, in its sole discretion,
     -------------------------------------
     determines that any item(s) of Equipment have become inadequate, obsolete,
     worn out, unsuitable, undesirable, inappropriate or unnecessary for its
     purposes at any time, Lessee may remove such items from the Premises and
     sell, trade in, or otherwise dispose of them (as a whole or in part)
     without any responsibility or accountability to Lessor therefor. If Lessee
     elects to substitute and install (if appropriate) other machinery,
     equipment and related property or none of such machinery, equipment or
     related property shall not be subject to this Agreement. The removal from
     the Facilities of any portion of the Equipment pursuant to the provisions
     of this Paragraph shall not entitle Lessee to any diminution in or
     postponement or abatement of the rents payable hereunder nor to any
     reduction in the purchase price if Lessee elects to exercise the purchase
     option specified in Paragraph 24.

13.  Additions and Alterations - Lessee may make all such changes, alterations,
     -------------------------
     additions, or improvements in or to the Premises as it may deem necessary,
     suitable or desirable. Lessee shall make all such changes, alterations and
     improvements in compliance with law and in a good and workmanlike manner
     without impairing the structural soundness of the Premises or any
     structures located thereon. Unless the Premises are sold to Lessee pursuant
     to paragraph 24 of this agreement, Lessor shall, at the termination of this
     agreement, have the

                                      -3-
<PAGE>

     option to require Lessee to remove any and all changes, alterations,
     additions and improvements in and to the Premises and restore the Premises
     to the condition as existed upon Lessee's occupancy of the Premises. Unless
     Lessor requires their removal, all changes, alterations, additions, and
     improvements placed upon the Premises shall become the property of Lessor
     and shall remain upon and be surrendered with the Premises at the
     termination of this agreement.

14.  Condemnation - If the Facilities or any portion thereof are taken under the
     ------------
     power of eminent domain, condemned for a temporary or permanent public or
     quasi-public use, or sold under the threat of the exercise of said power,
     Lessee may, at Lessee's option, to be exercised in writing to Lessor,
     exercise the Purchase Option specified in Paragraph 24. If Lessee does not
     exercise the Purchase Option, this Lease shall remain in full force and
     effect as to the portion of the Facilities remaining, with no reduction in
     rent or the Purchase Price. Any award for the taking of the fee for the
     Premises for the purposes hereunder shall be the property of Lessee, and
     Lessee shall be entitled to any award for loss of or damage to Lessee's
     trade fixtures and removable personal property.

15.  Damage or Destruction - In the event of damage to or destruction of the
     ---------------------
     Premises by fire or any other casualty, whether covered by an insurance
     policy required to be maintained hereunder or not, during the term of this
     Lease or in the event of such a partial destruction thereof as to render
     the Premises wholly untenantable or unfit for occupancy, or should the
     Premises be so badly injured that the same cannot be repaired within thirty
     (30) days from the happening of such injury, then and in such case, Lessee
     may exercise the Purchase Option immediately. If Lessee does not exercise
     the Purchase Option, this Lease shall remain in full force and effect with
     no reduction in rent or in the Purchase Price. Insurance proceeds paid
     because of fire, damage or destruction shall be payable as provided in
     Paragraph 19. Lessee shall promptly notify Lessor in case of fire or other
     damage or destruction to the Premises.

16.  Liens - Lessee shall pay, when due, all claims for labor or materials
     -----
     furnished or alleged to have been furnished to or for Lessee at or for the
     use in the Premises for construction or other purposes done by Lessee or
     caused to be done by Lessee on the Premises. Lessee shall keep the Premises
     free and clear of all liens resulting from construction or repair work done
     by or for the Lessee or resulting from Lessee's occupancy or use of the
     Premises. If Lessee shall, in good faith, contest the validity of any such
     lien, claim, or demand, Lessee shall, at its sole expense, defend itself
     and Lessor against the same and shall pay and satisfy any such adverse
     judgment that may be rendered thereon before the enforcement thereof
     against the Lessor or the Premises, upon the condition that if Lessor shall
     require, Lessee shall provide to Lessor a surety bond satisfactory to
     Lessor in an amount equal to such contested lien claim or demand
     indemnifying Lessor against liability for the same and holding the Premises
     free from the effect of such lien or claim. In addition, Lessee shall pay
     Lessor's attorneys fees and costs in participating in such action.

                                      -4-
<PAGE>

     So long as Lessee is not in default hereunder, Lessor shall not cause or
     permit any liens of any nature (excluding the Mortgage) be levied against
     the Facilities or any portion thereof. Lessor shall satisfy or otherwise
     remove with five days any lien placed on Facilities or any portion thereof
     which lien arises through Lessor. If Lessor fails to keep the Facilities
     free and clear of liens as specified herein, Lessee may after notice to
     Lessor pay any and all such liens and reduce the rent due hereunder by the
     sum of such amount paid plus Lessee's costs in satisfying such liens,
     including but not limited to, actual attorneys' fees.

17.  Indemnity - Lessee shall indemnify and hold Lessor harmless from and
     ---------
     against any and all claims arising from Lessee's use and occupancy of the
     Facilities, or from the conduct of Lessee's business or from any activity,
     work or things done, permitted or suffered by Lessee in or about the
     Premises or elsewhere, and shall further indemnify and hold Lessor harmless
     from and against any and all claims arising from any breach or default in
     the performance of any obligation on Lessee's part to be performed under
     the terms of this Lease or arising from the negligence of the Lessee, or
     any of Lessee's agents, contractors, or employees, and from and against all
     costs, attorneys' fees, expenses and liabilities incurred in the defense of
     any such claim or any action or proceeding brought thereon. In case any
     action or proceeding shall be brought against Lessor by reason of any
     claim, Lessee, upon notice from Lessor, shall defend the same at Lessee's
     expense. Lessee, as a material part of the consideration to Lessor, hereby
     assumes all risks of damage to property or injury to persons, in, upon, or
     about the Facilities arising from any cause, and Lessee hereby waives all
     claims in respect thereof against Lessor. The indemnity obligations of this
     paragraph shall not apply to damages directly resulting from the negligence
     or intentional acts of Lessor, its agents, servants, or employees.

18.  Exemption of Lessor from Liability - Lessee hereby agrees that Lessor shall
     ----------------------------------
     not be liable for injury to Lessee's business or any loss of income
     therefrom or for damage to the goods, inventory, equipment, merchandise or
     other property of Lessee, Lessee's employees, invitees, customers, or any
     other person in or about the Premises, nor shall Lessor be liable for any
     injury to the person of Lessee, Lessee's employees, agents or contractors,
     whether such damage or injury is caused by or results from fire, steam,
     electricity, gas, water or rain, or from the breakage, leakage, obstruction
     or other defects of pipes, sprinklers, wires, appliances, plumbing, air
     conditioning or lighting fixtures, or from any other cause, whether the
     said damage or injury results from conditions arising upon the Premises or
     upon portions of the building on the Premises, or from other sources or
     places, and regardless of whether the cause of such damage or injury or the
     means of repairing the same is inaccessible to Lessee.

19.  Insurance - Lessee shall obtain and keep in force a policy of standard fire
     ---------
     and comprehensive hazard insurance covering loss of or damage to the
     Premises leased. Pursuant to the terms of the Mortgage, The Equitable Life
     Assurance

                                      -5-
<PAGE>

     Society of the United States shall be designated as a "loss payee" on such
     policies of fire and comprehensive hazard insurance relating to the
     property described on Exhibit A as the liquid fertilizer terminal
     (Greenville) and the dry fertilizer terminal (Greenville), and such loss
     payee clause shall continue throughout the term of this Lease, or until the
     Mortgage is satisfied and cancelled, whichever occurs first. Lessor hereby
     assigns to Lessee any proceeds from insurance which may be made available
     to Lessor by the Grantee under the Mortgage. Lessee shall obtain and keep
     in force all insurance which it deems necessary for protection against loss
     of or damage to any of its property situated in or about the leased
     Premises. Lessee shall, at Lessee's expense, obtain and keep in force
     during the term of this Lease, a policy of general and public liability
     insurance insuring Lessor and Lessee against any liability for personal
     injury and property damage arising out of the use, occupation or
     maintenance of the Premises and all areas appurtenant thereto by Lessee.
     Such policy shall contain provisions insuring performance by Lessee of the
     indemnity provisions of Paragraph 16 hereof.

20.  Assignment and Subletting - Lessee may assign, transfer, mortgage, sublet,
     -------------------------
     or otherwise transfer or encumber all or any part of Lessee's interest in
     this Lease or in the Premises leased hereunder upon written notice to
     Lessor. No subletting or assignment shall release Lessee of Lessee's
     obligations or alter the primary liability of Lessee to pay the rent and to
     perform all other obligations of the Lessee hereunder. Lessor may not
     assign, transfer, mortgage, sublet or otherwise transfer or encumber its
     interest in this Lease or in the Facilities whether by operation of law or
     otherwise.

21.  Default -
     -------

     a.   The occurrence of any one or more of the following events shall
          constitute a default by Lessee:

          1)   The vacating or abandonment of the Premises by Lessee.
          2)   The failure by Lessee to pay rent when due, if the failure
               continues for fifteen days after notice has been given to Lessee.
          3)   The failure of Lessee to perform any other provisions, covenants
               or conditions of this Lease required of Lessee if such a failure
               to perform is not cured within twenty (20) days; Lessee shall not
               be in default of this Lease if Lessee commences to cure the
               default within the 20-day period and thereafter diligently and in
               good faith prosecutes such cure to completion. Lessor shall be in
               default upon failure to perform obligations required of Lessor
               hereunder within a reasonable time, but in no event later than
               twenty (20) days after written notice by Lessee to Lessor
               specifying the failure to perform; provided, however, that if the
               default cannot reasonably be cured within twenty (20) days,
               Lessor shall not be in default of this Agreement if Lessor
               commences to cure the default within the

                                      -6-
<PAGE>

               twenty (20) day period and thereafter diligently and in good
               faith prosecutes such cure to completion.

     b.   The occurrence of any one or more of the following events shall
          constitute a default by Lessor:

          1)   Failure to make any payment on the Mortgage, if the failure
               continues for fifteen (15) days.
          2)   Failure to keep the Facilities or any portion thereof free and
               clear of all liens or encumbrances other than the Mortgage.
          3)   Failure to remove the fuel tanks at Indianola and/or remediate
               the soil and groundwater. So long as remediation has begun and is
               being diligently pursued, Scott may extend the time for
               remediation until June 1, 1995. All remediation work shall meet
               the requirements of the Mississippi Department of Environmental
               Quality.

22.  Remedies
     --------

     a.   If Lessee is in default, Lessor may, at any time thereafter, with or
          without notice of demand and without limiting Lessor in the exercise
          of any right or remedy which Lessor may have by reason of such
          default:

          1)   Terminate Lessee's right to possession of the Premises by any
               lawful means, in which case this Lease Agreement shall terminate
               and Lessee shall immediately surrender possession of the Premises
               to Lessor. In such event, Lessor shall be entitled to recover
               from Lessee all damages incurred by Lessor by reason of Lessee's
               default.

          2)   Maintain Lessee's right to possession in which case this Lease
               shall continue in effect whether or not Lessee shall have
               abandoned the Premises. In such event, Lessor shall be entitled
               to enforce all of Lessor's rights and remedies under this Lease,
               including the right to recover the rent as it becomes due
               hereunder.

          3)   Perform at its own expense such obligation that Lessee fails to
               perform, the cost of which together with interest thereon shall
               be immediately payable or shall be due and payable as additional
               rent to Lessor with Lessee's next rental installment.

          4)   Pursue any other remedy now or hereafter available to Lessor
               under applicable laws or judicial decisions.

     b.   In the event of a default by Lessor, Lessee may:


                                      -7-
<PAGE>

          1)   Perform at its own expense such obligation that Lessor fails to
               perform and deduct the cost thereof from rent thereafter due.

          2)   May, at its option, immediately exercise the Purchase Option.

23.  Surrender of Premises - Upon expiration of the term of this lease or after
     ---------------------
     termination of this lease pursuant to the conditions hereunder, Lessee
     shall surrender to Lessor the Premises in good condition, except for
     ordinary wear and tear. Lessee shall remove all of its personal property
     within the above-stated time and shall perform all restoration and repairs
     made necessary by any such removal of changes, alterations, additions,
     improvements, trade fixtures or personal property.

24.  Option to Purchase
     ------------------

     (a)  Lessee shall have the right and option, irrevocable during the term of
          this lease (the "Option"), to purchase the Facilities.

     (b)  The Option may be exercised by Lessee on or after December 1, 2004 by
          giving written notice of its exercise to Lessor. In the event of
          exercise of the Option, the sale of the Premises shall be closed
          within six (6) months following termination of this lease, unless the
          closing is extended by mutual consent of the parties. Lessee shall
          remain in possession of the Premises during any such extension.

     (c)  The purchase price for the Facilities shall be determined by the
          schedule attached as Exhibit C (the "Purchase Price").

     (d)  The Purchase Price shall be reduced by the amount of all insurance
          proceeds paid during the term hereof to Equitable holder of the
          Mortgage, and by the amount of any liens against Lessor satisfied by
          Lessee for which a rental deduction was not made by Lessee.

     (e)  Lessor agrees that Lessee and its servants, agents, employees and
          representatives shall have access to the Facilities during the term of
          the lease to conduct and commission any surveys, engineering studies,
          environmental audits, site studies, test borings, soil and sub-soil
          studies, water table and supply, and other investigations Lessee may
          deem necessary to conduct on the Premises. Lessee assumes all
          responsibilities for its acts, or the acts of its agents, servants,
          employees, contractors or representatives, in exercising its rights
          hereunder, and agrees to indemnify and hold Lessor harmless from and
          against any property damage, personal injury, or claim of lien against
          the Premises resulting from the activities permitted hereunder.

     (f)  At closing, Lessor shall convey good and marketable title to the
          Facilities to Lessee by warranty deed subject to easements and
          restrictions of record;

                                      -8-
<PAGE>

          applicable zoning ordinances; current property taxes; and
          encroachments, overlaps, and boundary line disputes and such other
          matters as would be disclosed by a current survey and inspection of
          the property. Marketable title as provided herein, shall be such title
          as is acceptable to a title insurance company (licensed to conduct
          business in the state of Mississippi) for issuance of its owner's
          title policy at standard rates, subject to standard permitted
          exceptions and the exceptions set forth above.

     (g)  In the event that there are defects in the title or matters of survey
          as to the Premises, not excepted as provided herein, at Lessee's
          option, Lessee shall have the right either (1) to rescind, at any time
          prior to the closing date, its exercise of the Option, and to be
          released from any further obligations to proceed with the final
          purchase of the Premises unless Lessor, at its expense, shall have
          cured such defects to the satisfaction of Lessee within a reasonable
          time after having received written notice of the defects from Lessee
          or (2) to cure such defects and deduct the cost thereof from the
          Purchase Price.

     (h)  Lessor shall pay all transfer tax or documentary stamp taxes
          applicable to the transaction contemplated hereunder and for the
          preparation of the warranty deed to effect the transaction. Lessee
          shall pay the cost of recording all documents to be recorded. Each
          party shall pay its own attorneys fees. Applicable property taxes for
          the year in which the closing is effected shall be prorated as of the
          date of closing.

     (i)  Closing shall be held at a time and place mutually agreed upon by
          Lessor and Lessee no later than 48 hours prior to the closing time and
          no later than the end of the term of this lease.

     (j)  Each party warrants to the other that it has not dealt with any real
          estate agent, broker or finder with respect to this transaction and
          that it is not aware of any finder's fee or brokerage or real estate
          commission which will result from the execution of this agreement, the
          exercise of the Option, or the ultimate consummation of the purchase
          contemplated hereby. Any fee generated by or occasioned as a result of
          the breach of the warranty contained herein shall be borne by the
          breaching party.

25.  Surveys - The parties are entering into this Lease with Purchase Option
     -------
     without conducting surveys of the Premises. At its sole discretion and
     expense, Lessee may have surveys on the Premises done. If such surveys are
     prepared, the parties agree to modify the legal descriptions for the
     Premises to reflect the results of the surveys. Each party shall bear its
     own costs in preparing and executing such modification. No adjustment to
     the rent or the Purchase Price shall be made due to such surveys.

26.  Lessor's Adjacent Storage Tank Facility - Lessor owns a parcel of real
     ---------------------------------------
     property located adjacent to a part of the real property leased hereby
     known as the "Dry

                                      -9-
<PAGE>

     Fertilizer Terminal (Greenville)", and Lessor and Lessee recognize that it
     will be necessary for Lessor to construct a loading facility and install
     pipelines for the use of Lessor's storage tank facility. Lessee is
     evaluating the feasibility of construction of a railroad spur track on the
     Dry Fertilizer Terminal at Greenville, and Lessor might wish to use such
     spur track. Therefore, Lessor and Lessee agree:

          (a)  That, after proper study and evaluation regarding the feasibility
          and location and other aspects of such improvements as Lessee shall
          deem appropriate, Lessor shall be granted an easement for the
          installation of an underground pipeline and a loading facility as may
          be reasonably necessary for the use of Lessor's storage tank facility,
          such easement to connect Lessor's storage tanks to the loading
          facility and extending westwardly to Lake Ferguson; but such easements
          for a pipeline and/or a loading facility shall not interfere with the
          normal operation of the dry terminal of Lessee nor create a hazard or
          unsafe condition by its operation in the midst of the operation of
          Lessee's terminal.

          (b)  The cost of the installation and maintenance of any pipeline or
          loading facility of Lessor shall be paid by Lessor; and

          (c)  To negotiate in good faith an agreement to share the benefits,
          costs, and obligations of a railroad spur track which is, or may be,
          located on the Dry Fertilizer Terminal in Greenville.

27.  Holding Over - If Lessee remains in possession of the Premises or any part
     ------------
     thereof after the termination of this Lease without the express written
     consent of the Lessor, such occupancy shall be a tenancy from month to
     month at a rental in the amount of the last monthly rental plus all other
     charges payable hereunder, and upon all of the terms hereof applicable to a
     month to month tenancy; provided, however, that there shall be no renewal
     of this Agreement by operation of law.

28.  Waiver - No waiver by either party of any provision hereof shall be deemed
     ------
     a waiver of any other provision hereof or of any subsequent breach by the
     other party of the same or any other provision. A party's consent to or
     approval of any act shall not be deemed to render unnecessary the obtaining
     of such party's consent to or approval of any subsequent act by the other
     party. The acceptance of rent hereunder by Lessor shall not be a waiver of
     any preceding breach by Lessee of any provision hereof, other than the
     failure of Lessee to pay the particular rent so accepted, regardless of
     Lessor's knowledge of such preceding breach at the time of the acceptance
     of such rent.

29.  Notice - Any notice, demand, request, consent, approval, or communication
     ------
     that either party desires or is required to give to the other party or to
     any other person shall be in writing and either served personally or sent
     by pre-paid, first-class mail. Any notice, demand, request, consent,
     approval or communication that

                                      -10-
<PAGE>

     either party desires or is required to give to the other party shall be
     addressed to the other party at the address set forth by the signatures on
     this lease. Either party may change its address by notifying the other
     party of the change of address with the same formality set forth above in
     this paragraph. Notice shall be deemed effective as of the time of mailing
     if mailed as provided in this paragraph.

30.  Severability - The unenforceability, invalidity, or illegality of any
     ------------
     provision of this lease shall not render the other provisions
     unenforceable, invalid, or illegal.

31.  Successors - This lease shall be binding upon and inure to the benefit of
     ----------
     the parties and their successors and assigns.

32.  Entire Agreement: Amendments - This lease contains all agreements of the
     ----------------------------
     parties with respect to any matter mentioned herein, supersedes all prior
     communications, negotiations, and agreements of the parties, and may not be
     modified or amended except by written agreement of the parties.

     IN WITNESS WHEREOF, the parties have caused this agreement to be executed
by its duly authorized officers as of the day and year first above written.


                                            SCOTT PETROLEUM CORPORATION, Lessor
                                            102 Main Street
                                            -----------------------------
                                            Itta Bene, Mississippi
                                            -----------------------------

                                            By: /s/ Solon Scott
__________________________                     --------------------------
Witness                                     Title: President
                                                  -----------------------

                                            GOLD KIST INC., Lessee
                                            244 Perimeter Center Parkway, N.E.
                                            Post Office Box 2210
                                            Atlanta, Georgia 30301
                                            Attention: Real Estate Department

 /s/ Barbara M. Goetz                       By: /s/ Allen C. Merritt
--------------------------                     ----------------------------
Witness                                     Title:  Vice President
                                                  -------------------------

                                      -11-
<PAGE>

                           CORPORATE ACKNOWLEDGEMENT


STATE OF GEORGIA    )
                    )
COUNTY OF DEKALB    )


On this 5 day of January, 1995, before me, the undersigned Notary Public, duly
commissioned, qualified and acting, within and for the said County and State,
appeared in the person the within named Allen C. Merritt to me personally known,
                                        ----------------
who stated that he was the Vice President of GOLD KIST INC., a corporation, and
                           --------------
was duly authorized to execute the foregoing instrument for and in the name and
behalf of said corporation, and further stated and acknowledged that he had so
signed, executed and delivered said instrument for the consideration, uses and
purposes therein mentioned and set forth.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal, this
the 5 day of January, 1995.

                              /s/ Carolyn J. Rice
                            ------------------------
                                  NOTARY PUBLIC

                     My commission expires: [date unclear]

                                      -12-
<PAGE>

STATE OF MISSISSIPPI
COUNTY OF LEFLORE

          THIS DAY PERSONALLY APPEARED before me, the undersigned authority in
and for the above named County and State, within my jurisdiction, the within
named SOLON SCOTT, who acknowledged that he is the President, of Scott Petroleum
Corporation, a Mississippi corporation, and that for and on behalf of said
corporation, and as its act and deed, he executed the above and foregoing
instrument on the day and year and for the purposes therein stated, after first
having been duly authorized by said corporation so to do.

          GIVEN under my hand and official seal on this, the 5th day of January,
1995.

                                                       /s/ Becky W. Diamond
                                                     ------------------------
                                                            NOTARY PUBLIC

My Commission Expires:  Nov. 23, 1997




                                   EXHIBIT A

                                      -13-
<PAGE>

                             PROPERTY DESCRIPTION

                                      -14-
<PAGE>

                           EXHIBIT "A" TO LEASE FROM
                    SCOTT PETROLEUM CORPORATION ("LESSOR")
                         TO GOLD KIST, INC. ("LESSEE")

LESSOR'S UNDIVIDED 1/2 INTEREST IN THE FOLLOWING PROPERTY:


          TRACT A

          DRY FERTILIZER TERMINAL (GREENVILLE)


          PARCEL 1:

          Commencing at a concrete monument marking the Southeast corner of
          Section 15, Township 18 North, Range 9 West, Washington County,
          Mississippi; thence, along the South line of said Section 15, South
          89(degrees)16' West 2,355.69 feet; thence North 28(degrees)25' West
          3,039.59 feet; thence South 61(degrees)35' West 49.55 feet; thence
          South 29(degrees)26'30" East 61.93 feet to the West right-of-way of a
          public road, said point being on a circular curve having a radius of
          5,661.58 feet and having a chord bearing of South 47(degrees)52'52"
          West from said point to the Point of Tangency of said curve, thence
          along said curve to the right a distance of 390.70 feet to said Point
          of Tangency, thence South 49(degrees)51'06" West 673.44 feet to the
          Point of Beginning of the tract herein described; thence continue
          South 49(degrees)51'06" West 419.17 feet; thence North
          73(degrees)32'05" West 569.34 feet; thence North 16(degrees)27'55"
          East 350.00 feet; thence South 73(degrees)32'05" East 800.00 feet to
          the Point of Beginning, and containing 5.501 acres, more or less, and
          being located in Section 13, Township 18 North, Range 9 West,
          Washington County, Mississippi.

          TOGETHER WITH THE FOLLOWING EASEMENTS:

          {1} An easement for the construction and maintenance of a pipeline as
          set forth in Easement Agreement recorded in Book 1660 at Page 263 of
          the Land Deed Records of Washington County, Mississippi, said Easement
          Agreement providing that upon completion of construction of a
          pipeline, said easement shall revert to a width of 10 feet, measuring
          5 feet on either side of the centerline of said pipeline, said
          easement being more particularly described as follows, to-wit:

          [A] An easement 25 feet in width, the centerline of which is described
          as follows:

          Commence at a concrete monument marking the Southeast corner of
          Section 15, Township 18 North, Range 9 West, Washington County,
          Mississippi; thence, along the South line of said Section 15, South
          89(degrees)16' West 2,355.69 feet; thence North 28(degrees)25' West
          3,039.59 feet; thence South 61(degrees)35' West 49.55 feet; thence
          South 29(degrees)26'30" East 61.93 feet to the West right-of-way of a
          public road, said point being on a circular curve having a radius of
          5,661.58 feet and having a

<PAGE>

         chord bearing of South 47(degrees)52'52" West from said point to the
         Point of Tangency of said curve, thence along said curve to the right a
         distance of 390.70 feet to said Point of Tangency, thence South
         49(degrees)51'06" West 673.44 feet; thence continue South
         49(degrees)51'06" West 419.17 feet; thence North 73(degrees)32'05" West
         641.80 feet to the Point of Beginning of said easement centerline;
         thence South 22(degrees)14'48" West 759.4 feet to a point on the South
         edge of the Greenville Port Terminal docking facility, and the terminus
         of said easement centerline.

         [B] An easement 20 feet in width,  the centerline of which is described
         as follows:

         Commence at a concrete monument marking the Southeast corner of Section
         15, Township 18 North, Range 9 West, Washington County, Mississippi;
         thence, along the South line of said Section 15, South 89(degrees)16'
         West 2,355.69 feet; thence North 28(degrees)25' West 3,039.59 feet;
         thence South 61(degrees)35' West 49.55 feet; thence South
         29(degrees)26'30" East 61.93 feet to the West right-of-way of a public
         road, said point being on a circular curve having a radius of 5,661.58
         feet and having a chord bearing of South 47(degrees)52'52" West from
         said point to the Point of Tangency of said curve, thence along said
         curve to the right a distance of 390.70 feet to said Point of Tangency,
         thence South 49(degrees)51'06" West 673.44 feet; thence continue South
         49(degrees)51'06" West 419.17 feet; thence North 73(degrees)32'05" West
         569.34 feet; thence North 16(degrees)27'55" East 10.00 feet to the
         Point of Beginning of said easement centerline; thence North
         73(degrees)32'05" West 71.45 feet; thence South 22(degrees)14'48" West
         10.05 feet to the terminus of said easement centerline.

         {2} An easement for the construction and maintenance of underground
         pilings for the foundation of facilities, as said easement is set forth
         in instrument executed by the Board of Supervisors of Washington
         County, Mississippi and Greenville Port Commission as grantors and
         Scott Petroleum Corporation as grantee, which is recorded in Book 660
         at Page 258 of the Land Deed Records of Washington County, Mississippi,
         said easement being over and across the following described strip of
         land, to-wit:

         A strip of land 15 feet wide, adjacent to and parallel with the
         Northernmost boundary of the tract containing 5.501 acres, more or
         less, located in Section 13, Township 18 North, Range 9 West,
         Washington County, Mississippi, described hereinabove.

         PARCEL 2:

         Commencing at the point of beginning of the property described as
         "Tract 1" in Warranty Deed dated May 27, 1988, executed by the
         Greenville Port Commission in favor of Scott Petroleum Corporation,
         which is recorded in Book 1647, at Page 19, of the Land Deed Records of
         Washington County, Mississippi, said property being hereinafter
         described in this Deed and the legal descriptions of property and
         easements contained herein, as "Tract 1"; thence North 73 degrees 32
         minutes 05 seconds West 800.00 feet to the Point of Beginning of the
         tract

                                      -2-
<PAGE>

         herein described; thence South 16 degrees 27 minutes 55 seconds West
         350.00 feet; thence North 73 degrees 32 minutes 05 seconds West 723.91
         feet to the top bank of the berm of Lake Ferguson; thence, continue
         North 73 degrees 32 minutes 05 seconds West to the thalweg of said Lake
         Ferguson; thence northeasterly along said thalweg approximately 450
         feet; thence South 73 degrees 32 minutes 05 seconds East to the top
         bank of said berm; thence, continue South 73 degrees 32 minutes 05
         seconds East 433.49 feet to the Point of Beginning, containing 4.650
         acres, more or less, between the top bank of said berm and the west
         line of Tract 1, together with the riparian rights adjacent thereto,
         and being located in Section 13, Township 18 North, Range 9 West,
         Washington County, Mississippi;

         LESS AND EXCEPT from the two (2) parcels described above, the following
         tract or parcel of land conveyed to Scott Petroleum Corporation by deed
         of even date herewith executed by FarmKist Enterprises more
         particularly described as follows, to-wit:

         PARCEL (A) - AMMONIA TANK FARM SITE:

         Commencing at a concrete monument marking the Southeast Corner of
         Section 15, Township 18 North, Range 9 West, Washington County,
         Mississippi; thence, along the South line of said Section 15, South 89
         degrees 16 minutes West 2355.69 feet; thence North 28 degrees 25
         minutes West 3039.59 feet; thence South 61 degrees 35 minutes West
         49.55 feet; thence South 29 degrees 26 minutes 30 seconds East 61.93
         feet to the West right-of-way of a public road, said point being on a
         circular curve having a radius of 5661.58 feet and having a chord
         bearing of South 47 degrees 52 minutes 52 seconds West from said point
         to the Point of Tangency of said curve; thence along said curve to the
         right a distance of 390.70 feet to said Point of Tangency; thence South
         49 degrees 51 minutes 06 seconds West 1092.61 feet to the Southeast
         corner of the property described as "Tract 1" in Warranty deed dated
         May 27, 1988, executed by the Greenville Port Commission in favor of
         Scott Petroleum Corporation, which s recorded in Book 1647, at Page 19,
         of the Land Deed Records of Washington County, Mississippi, said
         property being also described as the "Dry Fertilizer Terminal
         (Greenville)" in that certain Deed executed by Scott Petroleum
         Corporation in favor of FarmKist Enterprises dated May 8, 1992, and
         recorded in Book 1764, at Page 89 of said Land Deed Records, said
         property being hereinafter described in this Deed and the legal
         descriptions of property and easements contained herein, as "Tract 1";
         thence North 73 degrees 32 minutes 05 seconds West 23.64 feet to the
         Point of Beginning of the tract herein described; thence continue North
         73 degrees 32 minutes 05 seconds West 169.11 feet; thence North 16
         degrees 36 minutes 32 seconds East 146.98 feet; thence South 73 degrees
         09 minutes 40 seconds East 168.58 feet; thence south 16 degrees 24
         minutes 05 seconds West 145.88 feet to the Point of Beginning,
         containing 0.57 acres, more or less, and being located in Section 13,
         Township 18 North, Range 9 West, Washington County, Mississippi.

                                      -3-
<PAGE>

The property conveyed herein is SUBJECT TO easements granted to Scott Petroleum
Corporation by deed of even date herewith executed by FarmKist Enterprises, said
easements being particularly described in said deed as follows:

(A)      A perpetual right-of-way and easement twenty (20) feet in width to
         install, lay, maintain, operate, repair, replace, alter, renew and
         remove underground pipelines and electrical lines, cables, wires and
         connections, and all necessary fixtures, equipment and appurtenances
         thereto, over, through and across the following described parcel of
         property, to-wit:

         Commencing at the Southeast Corner of "Tract l", previously described;
         thence North 73 degrees 32 minutes 05 seconds West 192.75 feet; thence
         North 16 degrees 27 minutes 55 seconds East 10.0 feet to the Point of
         Beginning of the centerline of a 20.0 foot wide easement; thence North
         73 degrees 32 minutes 05 seconds West 458.02 feet; thence South 22
         degrees 14 minutes 48 seconds West 10.05 feet to the terminus of the
         present easement described.

(B)      The right and easement to install, lay, maintain, operate, repair,
         replace, alter, renew and remove underground pipelines on an existing
         easement owned by Grantor, which existing easement is described as
         follows:

         An easement for the construction and maintenance of a pipeline as set
         forth in Easement Agreement recorded in Book 1660 at Page 263 of the
         Land Deed Records of Washington County, Mississippi, said Easement
         Agreement providing that upon completion of construction of a pipeline,
         said easement shall revert to a width of 10 feet, measuring 5 feet on
         either side of the centerline of said pipeline, said easement being
         more particularly described as follows, to-wit:

         An easement 25 feet in width, the centerline of which is described as
         follows:

         Commence at a concrete monument marking the Southeast corner of Section
         15, Township 18 North, Range 9 West, Washington County, Mississippi;
         thence, along the South line of said Section 15, South 89(degrees)16'
         West 2,355.69 feet; thence North 28(degrees)25' West 3,039.59 feet;
         thence South 61(degrees)35' West 49.55 feet; thence South
         29(degrees)26'30" East 61.93 feet to the West right-of-way of a public
         road, said point being on a circular curve having a radius of 5,661.58
         feet and having a chord bearing of South 47(degrees)52'52" West from
         said point to the Point of Tangency of said curve, thence along said
         curve to the right a distance of 390.70 feet to said Point of Tangency,
         thence South 49(degrees)51'06" West 673.44 feet; thence continue South
         49(degrees)5l'06" West 419.17 feet; thence North 73(degrees)32'05" West
         641.80 feet to the Point of Beginning of said easement centerline;
         thence South 22(degrees)14'48" West 759.4 feet to a point on the South
         edge of the Greenville Port Terminal docking facility, and the terminus
         of said easement centerline.

         Provided, however, that the use of said easement shall be subject to
         the terms and conditions set forth in the Easement Agreement recorded
         in Book 1660, at Page

                                      -4-
<PAGE>

         263 referred to above, and the installation and maintenance of any
         pipelines installed by Grantee shall be performed in such a manner that
         the same shall not interfere with any existing pipelines or facilities
         owned by Grantor.

(C)      A non-exclusive easement for the use of all existing storm sewers and
         drainage easements now serving the property as described above as Tract
         1, provided, however, that Grantee shall be responsible for paying any
         special charges, fees or assessments which might be imposed by any
         proper governing body or agency because of Grantee's use of such storm
         sewers and drainage easements.

(D)      A perpetual right-of-way and non-exclusive easement of ingress and
         egress on, over and across the driveways and parking areas, as now
         located or as the same may be hereafter located, on land owned by
         Grantor adjacent to the above described property, for the purpose of
         providing the Grantee herein, its successors and assigns, ingress and
         egress from a public road to the above described property, and from
         said property to the public road, so that trucks and vehicles of
         Grantee, its customers, suppliers, employees and affiliates may have
         ingress and egress to and from the above described property, except
         that this easement shall not be used by retail customers of Grantee,
         said ingress and egress easement being located on Grantor's property
         which is more particularly described as follows, to-wit:

         PARCEL 1:

         Commencing at a concrete monument marking the Southeast corner of
         Section 15, Township 18 North, Range 9 West, Washington County,
         Mississippi; thence, along the South line of said Section 15, South
         89(degrees)16' West 2,355.69 feet; thence North 28(degrees)25' West
         3,039.59 feet; thence South 6l(degrees)35' West 49.55 feet; thence
         South 29(degrees)26'30" East 61.93 feet to the West right-of-way of a
         public road, said point being on a circular curve having a radius of
         5,661.58 feet and having a chord bearing of South 47(degrees)52'52"
         West from said point to the Point of Tangency of said curve, thence
         along said curve to the right a distance of 390.70 feet to said Point
         of Tangency, thence South 49(degrees)5l'06" West 673.44 feet to the
         Point of Beginning of the tract herein described; thence continue South
         49(degrees)5l'06" West 419.17 feet; thence North 73(degrees)32'05" West
         569.34 feet; thence North 16(degrees)27'55" East 350.00 feet; thence
         South 73(degrees)32'05" East 800.00 feet to the Point of Beginning, and
         containing 5.501 acres, more or less, and being located in Section 13,
         Township 18 North, Range 9 West, Washington County, Mississippi.

                                      -5-
<PAGE>

         PARCEL 2:

         Commencing at the point of beginning Tract 1, previously described;
         thence North 73 degrees 32 minutes 05 seconds West 800.00 feet to the
         Point of Beginning of the tract herein described; thence South 16
         degrees 27 minutes 55 seconds West 350.00 feet; thence North 73 degrees
         32 minutes 05 seconds West 723.91 feet to the top bank of the berm of
         Lake Ferguson; thence, continue North 73 degrees 32 minutes 05 seconds
         West to the thalweg of said Lake Ferguson; thence northeasterly along
         said thalweg approximately 450 feet; thence South 73 degrees 32 minutes
         05 seconds East to the top bank of said berm; thence, continue South 73
         degrees 32 minutes 05 seconds East 433.49 feet to the Point of
         Beginning, containing 4.650 acres, more or less, between the top bank
         of said berm and the west line of Tract 1, together with the riparian
         rights adjacent thereto, and being located in Section 13, Township 18
         North, Range 9 West, Washington County, Mississippi

         Provided, however, that said easement of ingress and egress shall be
         used in common with Grantor, and Grantor and Grantee acknowledge and
         agree that neither shall unreasonably block the easement areas with
         trucks or other vehicles, or restrict the flow of traffic over and
         across any part of the common use easements in such a manner that will
         unreasonably interfere with the use and enjoyment thereof by either
         party. Grantor shall have the right to relocate the driveways and
         parking areas as it may deem necessary, provided however, that such
         relocation shall not unreasonably interfere with the right of ingress
         and egress herein granted to Grantee.

All of said property and easements  described above being located in Section 13,
Township 18 North, Range 9 West, Washington County, Mississippi.

         TRACT B - LIQUID FERTILIZER TERMINAL (GREENVILLE)

         Commencing at the Northwest Corner of the Cemetery Block of Third
         Addition to the City of Greenville, Washington County, Mississippi at
         the Southeast corner of the intersection of Poplar and Union rights-of-
         way according to a plat on file in Book K-2 at Page 1 of the Records of
         said County and State; thence North 34(degrees)30' East, along the East
         right-of-way of Poplar Street, 416.1 feet; thence North 55(degrees)30'
         West 66.5 feet to a concrete monument; thence North 34(degrees)30' East
         80.0 feet to the Point of Beginning of the tract herein described;
         thence North 55(degrees)30' West 220.0 feet; thence South
         34(degrees)30' West 80.0 feet to the North right-of-way of Hunt Street;
         thence, along said right-of-way, North 55(degrees)30' West 130.0 feet;
         thence North 34(degrees)30' East 600.0 feet to the South right-of-way
         of Belle Aire Street; thence, along said right-of-way, South
         55(degrees)30' East 130.0 feet; thence South 34(degrees)30' West 183.0
         feet; thence South 55(degrees)30' East 220.0 feet to the West right-of-
         way of Poplar Street; thence, along said right-of-way, South
         34(degrees)30' West 337.0 feet to the Point of Beginning, containing
         3.492 acres, more or less, and also being all of Lots 12,

                                      -6-
<PAGE>

         15, 18 and 21, the East Half of Lots 16 and 17, the North 120 feet of
         Lots 13 and 14, the South 17 feet of Lots 19 and 20, all in Block 12 of
         the Belle Aire Addition and Lewys Lane from Belle Aire to Hunt Street,
         as recorded on a map in Book 13 at Page 10 of the Records of said
         County and State.

         TRACT C - LIQUID FERTILIZER TERMINAL (BELZONI)

         [A] A 0.17 acre parcel of land located in the Northeast Quarter of
         Section 10, Township 15 North, Range 3 West, Humphreys County,
         Mississippi, more particularly described as follows, to-wit:

         Beginning at an iron pipe at the Northeast corner of Lot 6 of Fleming
         Subdivision as shown in Plat Book 2, at Page 39 of the Land Records of
         Humphreys County, Mississippi; run thence South 58(degrees)30' East
         55.6 feet along the Easterly projected North line of said Lot 6 to an
         iron post on the top edge of the Yazoo River bank; thence continue
         South 58(degrees)30' East or 25 feet to the low-water line of said
         river; thence Southerly along said low-water line of river to the
         intersection of the Easterly projection of the South line of said Lot
         6; thence North 58(degrees)30' West or 25 feet along said line to an
         iron post on the top edge of the river bank; thence continue North
         58(degrees)30' West 42.1 feet to an iron pipe at the Southeast corner
         of said Lot 6; thence North 20(degrees)38' East 127.28 feet along the
         East line of Lot 6 to the Point of Beginning, containing 0.17 acre,
         more or less.

         [B] A parcel of land containing 0.167 acres located in Sections 3 and
         10, Township 15 North, Range 3 West, Humphreys County, Mississippi, and
         being part of the former Illinois Central Gulf Railroad right-of-way,
         more particularly described as follows, to-wit:

         Beginning at an iron pipe at the Northwest corner of Lot 6 of Fleming
         Subdivision as shown in Plat Book 2, at Page 39 of the Land Records of
         Humphreys County, Mississippi; run thence South 31(degrees)30' West
         72.95 feet along the West line of said Lot 6 to an iron pipe; thence
         North 58(degrees)30' West 100.0 feet to an iron pin on the East right
         of way line of Old U. S. Highway #49 West; thence North 31(degrees)30'
         East 72.95 feet along said East right of way line of Highway #49 to an
         iron pipe; thence South 58(degrees)30' East 100.0 feet to the Point of
         Beginning.

         Being a part of former Illinois Central Gulf Railroad property which
         was conveyed to Mrs. Eloise Ware Mills, et al, by deed recorded in Book
         111, Page 320 of the Land Deed Records of Humphreys County,
         Mississippi.

         [C] Lot Six (6) of Fleming Subdivision in Humphreys County,
         Mississippi, as per map or plat thereof on file in the office of the
         Chancery Clerk of said County and State, in Plat Book 2, Page 39; and
         being the same property conveyed to the Board of Supervisors of
         Humphreys County, Mississippi, by deed dated January 9, 1981, and
         recorded in Book 103, Page 319, and being also the same property

                                      -7-
<PAGE>

         conveyed by the Board of Supervisors of Humphreys County, Mississippi,
         to the undersigned grantors by deed dated July 9, 1986, and recorded in
         Book 118, Page 67 of the Land Deed Records of Humphreys County,
         Mississippi.

         TRACT D - LIQUID FERTILIZER TERMINAL (YAZOO COUNTY)

         Beginning at an iron pin at the intersection of the North right-of-way
         line of Mississippi Highway No. 49W and the East right-of-way line of
         the U. S. Corps of Engineers East Levee of Yazoo River, said point
         being 2900 feet South and 540 feet West of the Northeast corner of
         Section 30, Township 12 North, Range 2 West; run thence North
         21(degrees)18'48" East 364.87 feet along said right-of-way line of
         levee to an iron pin; thence South 68(degrees)41'12" East 60.0 feet
         along said right-of-way line of levee to an iron pin; thence South
         49(degrees)00' East 61.4 feet along the South right-of-way line of a
         public gravel road to an iron pin; thence South 2l(degrees)l8'48" West
         367.46 feet to an iron pin on the North right-of-way line of U. S.
         Highway No. 49; thence North 57(degrees)30' West 120.0 feet along said
         right-of-way line to the Point of Beginning, containing 1.0 acre in the
         East Half of East Half of Section 30, Township 12 North, Range 2 West,
         Yazoo County, Mississippi.

         Together with an easement for the purpose of the construction,
         maintenance, repair and replacement of a pipeline on, over and across
         the following described property, to-wit:

         A strip of land 10 feet in width lying adjacent to and North of a line
         described as follows: Commencing at an iron pin at the intersection of
         the North right-of-way line of Mississippi Highway No. 49W and the East
         right-of-way line of the U. S. Corps of Engineers, East levee of Yazoo
         River, said point being 2900 feet South and 540 feet West of the
         Northeast corner of Section 30, Township 12 North, Range 2 West; run
         thence South 57(degrees)30' East 120.0 feet along the North right-of-
         way line of U. S. Highway No. 49W to an iron pin at the Southeast
         corner of a 1.0 acre lot and the Point of Beginning for the line herein
         described; run thence South 57(degrees)30' East 832.0 feet along said
         right-of-way line to the end of Wise Brothers property and the end of
         line and easement herein described, being located in Sections 29 and
         30, Township 12 North, Range 2 West, Yazoo County, Mississippi.

         TRACT E - FERTILIZER BRANCH (INDIANOLA)

         Commence at the point where the West line of Section 28, Township 19
         North, Range 4 West, Sunflower County, Mississippi, intersects the
         centerline of an East-West county road that runs along the One-Quarter
         Section Line; thence run East along the centerline and centerline
         extended of said county road 1,036.5 feet to the East right-of-way of
         U. S. Highway 49; thence South 47(degrees)07' West following said East
         right-of-way 433.60 feet to the Point of Beginning of the

                                      -8-
<PAGE>

         herein described parcel of land; thence continue South 47(degrees)07'
         West along said right-of-way 261.0 feet; thence South 42(degrees)53'
         East 500.0 feet; thence North 47(degrees)07' East 285.16 feet to the
         centerline of a ditch; thence North 45(degrees)39' West following said
         ditch 500.58 feet to the Point of Beginning, containing 3.16 acres,
         more or less, and being situate in the Northwest Quarter of Southwest
         Quarter of Section 28, Township 19 North, Range 4 West, Sunflower
         County, Mississippi, subject to any existing easements thereon.

         SUBJECT to that certain easement for drainage and road right-of-way
         more particularly described in Warranty Deed dated October 2, 1980, and
         recorded in Book J-23, Page 561.

         TRACT F - VACANT LOT (WINONA)

         A part of Residence Lot No. 90, East of the Illinois Central Railroad,
         according to the map of the Town of Winona, Mississippi, made by J. W.
         Mercer in 1894, as the same is recorded in the office of the Chancery
         Clerk of Montgomery County, Mississippi, at Winona, Mississippi, and
         particularly described as beginning at a point in the East boundary
         line of Cameron Street 200 feet South of the intersection of the East
         line of Cameron Street with the South boundary line of Kent Alley;
         thence North 83(degrees)10' East 100 feet; thence North 200 feet;
         thence Easterly along the South boundary line of Kent Alley 37 feet to
         the West boundary line of the right-of-way line of the C & G Railroad;
         thence Southeasterly along said railway right-of-way a distance of 397
         feet; thence West 400 feet to the East boundary line of Cameron Street;
         thence North along the East boundary line of Cameron Street a distance
         of 81 feet to the Point of Beginning; subject to existing easement in
         favor of C & G Railway for spur track.

         TRACT G - BUNGE PARCEL (TCHULA):

         A 0.74 acre tract of land located in the West One-half of the Southwest
         Quarter (W1/2SW1/4) of Section 8, Township 15 North, Range l East,
         Holmes County, Mississippi, and being more particularly described as
         follows:

         From the Southwest corner of Section 8, Township 15 North, Range l
         East, Holmes County, Mississippi, proceed North along the west line of
         said Section 8 for a distance of 1,000.60 feet to a point lying on the
         centerline of the northerly rail of the northerly spur track of the
         Illinois Central Gulf Railroad, as it exists of this date; Thence
         proceed N 42(degrees) 57' 00" E along said northerly rail of the
         northerly spur track for a distance of 200.20 feet to a point; Thence
         proceed N 47(degrees) 03' 00" W for a distance of 10.00 feet to the
         Point of Beginning of this description; From said Point of Beginning
         proceed N 46(degrees) 54' 46" W along the southwest property line of
         the Bunge Corporation property as described in Deed Book 155, at Page
         649, for a distance of l50.00 feet to an iron pipe; Thence proceed N
         42(degrees) 57' 00" E for a distance of 216.00 feet to an iron pipe;
         Thence proceed S 46(degrees) 54' 46" E for a distance of 150.00 feet to
         a point on the northern boundary line of the Illinois Central Gulf
         Railroad and the southeastern boundary

                                      -9-
<PAGE>

         of the Bunge Corporation property; Thence proceed S 42(degree) 57' 00"
         W along said northern boundary line of the Illinois Central Gulf
         Railroad and the southeastern boundary of the Bunge Corporation
         property for a distance of 216.00 feet to the Point of Beginning.

         Together with a non-exclusive easement of ingress and egress running
         from the parcel of property described above northwardly to the Southern
         boundary of U.S. Hwy. 49E, said easement being 30' in width and being
         located in the East One-half of the Southeast Quarter (E1/2 SE1/4) of
         Section 7, Township 15 North, Range 1 East, and the West One-Half of
         the Southwest Quarter (W1/2 SW1/4) of Section 8, Township 15 North,
         Range 1, East, Holmes County, Mississippi, and being more particularly
         described as follows:

         Begin at the Southwest Corner of the above described property and
         proceed N 46(degrees) 54' 46" W along the southwest property line of
         the Bunge Corporation for a distance of 192.48 feet to a point; Thence
         proceed N 27(degrees) 21' 06" W for a distance of 524.21 feet to a
         point on the south right-of-way line of U.S. Highway 49E; Thence
         proceed N 49(degrees) 57' 25" E along said south right-of-way line of
         U.S. Highway 49E for a distance of 30.75 feet to a point; Thence
         proceed S 27(degrees) 21' 06" E for a distance of 525.80 feet to a
         point; Thence proceed S 46(degrees) 54' 46" E for a distance of 187.24
         feet to a point on the northwest line of the above described property;
         Thence proceed S 42(degrees) 57' 00" W along said northwest line of the
         above described property for a distance of 30.00 feet to the Point of
         Beginning.

         Attached hereto as Exhibit "A" is a copy of Surveyor's Plat prepared by
         Donald M. Byrd, PE, dated May 5, 1994, which depicts the property and
         easement hereby conveyed.

         TRACT H - INDUSTRIAL PARK LOT (GREENWOOD)

         Lot 1 in Block 3 of the Greenwood-Leflore Industrial Park as same
         appears on plat thereof recorded in Map Book 6 at page 6 and 7 of the
         Records of Maps of Leflore County, Mississippi.

         LESS AND EXCEPT THE FOLLOWING PARCEL:

         That certain tract or parcel of land in Lot 1 of Block 3 of the
         Greenwood Leflore Industrial Park as same appears on plat thereof
         recorded in Map Book 6 at Page 6 and 7 of the Records of Maps of
         Leflore County, Mississippi, more particularly described by metes and
         bounds as follows, to-wit:

         Beginning at an iron pin on the Northwest corner of Lot 1 in Block 3 of
         the Greenwood-Leflore Industrial Park and the right-of-way line of
         Eastman Street; thence run South 30 degrees 15 minutes 50 seconds East
         for 50.07 feet to a point, thence run along a curve with a 100 feet
         radius for 104.13 feet to a point on the right-of-way line of Sycamore
         Street, thence run Easterly along the right-of-way line of Sycamore
         Street for 114.68 feet to a point, thence run Northwesterly along

                                     -10-
<PAGE>

         a curve with a 300 foot radius for 247.26 feet to a point on the North
         boundary line of Lot 1, thence run South 59 degrees 44 minutes 10
         seconds West along the boundary of Lot 1 for 7.04 feet to the Point of
         Beginning, containing 0.09 acres, more or less.

         TRACT K - TANK SITE (VAIDEN)

         Part of the SE1/4 of Section 23, T 17 N, R 5 E, Second Judicial
         District, Carroll County, Mississippi described as follows: Beginning
         at the NE corner of the SE1/4 of said Section 23 and measure thence
         West 1408.0 feet to a stake on the East right-of-way of State Highway
         #51; thence measure along said East right-of-way S 20(degrees)00' E
         602.0 feet and N 20(degrees)00' W 92.10 feet; thence measure N
         66(degrees)30' E 64.30 feet to the Point of Beginning of the parcel of
         land herein described and from this POINT OF BEGINNING run thence N
         66(degrees)30' E 152.55 feet; thence N 19(degrees)30' W 107.70 feet;
         thence S 71(degrees)00' W 42.0 feet; thence S l8(degrees)10' E 35.75
         feet; thence S 46(degrees)22' W 123.65 feet; thence S 25(degrees)40' E
         32.60 feet to the Point of Beginning and containing 0.25 acres, more or
         less.

         Together with the following described Easements for ingress and egress:

         A non-exclusive easement of ingress and egress on, over, across and
         through land owned by Grantor, adjacent to the above described
         property, for the purpose of providing the Grantee herein, its
         successors and assigns, ingress and egress from a public road to the
         above described property, and from said property to the public road, so
         that trucks and vehicles of Grantee, its customers, suppliers,
         employees and affiliates may have ingress and egress to and from the
         above-described property, said easements being located on the Grantor's
         property which is more particularly described as follows, to- wit:

         Beginning at a point at the SW corner of the above described property
         and from this POINT OF BEGINNING run thence N 66(degrees)30' E 60.0
         feet; thence S 20(degrees)00' E 40.0 feet; thence S 66(degrees)30' W
         124.30 feet to a point on the Eastern right-of-way of State Highway
         #51; thence N 20(degrees)00' W along said Eastern right of way 40.00
         feet; thence N 66(degrees)30'E 64.30 feet to the Point of Beginning.

         AND ALSO: Beginning at a point at the SW corner of the above described
         property and from this POINT OF BEGINNING run thence N 25(degrees)40' W
         32.60 feet; thence N 20(degrees)00' W 87.30 feet; thence N
         71(degrees)00' E 23.18 feet; thence S 20(degrees) 00' E 76.75 feet;
         thence N 46(degrees)22' E 48.58 feet; thence N 20(degrees) 00' W 58.58
         feet; thence N 71(degrees)00' E 93.33 feet; thence N 19(degrees)30' W
         20.0 feet; thence S 71(degrees)00' W 217.59 feet to a point on the
         Eastern right-of-way of State Highway #51; thence S 20(degrees)00' E
         40.0 feet; thence N 71(degrees)00' E 24.26 feet; thence S
         20(degrees)00' E 122.82 feet; thence N 66(degrees)30' E 40.0 feet to
         the Point of Beginning.

                                     -11-
<PAGE>

                                   EXHIBIT B
                                   ---------

     [Schedule of Farmkist Fixed Assets @ 12/31/94: omitted]
<PAGE>

                                    EXHIBIT C
                                    ---------

<TABLE>
<CAPTION>
                                                 Buyout                 Residual
  Date                Payment                    Value                 Reduction             Payment#
---------            ---------                ------------             ---------             --------
<S>                  <C>                      <C>                      <C>                   <C>
                                              2,596,289.25
01/05/95             30,081.00                2,583,516.85             12,772.40                  1
02/05/95             30,081.00                2,570,659.30             12,857.55                  2
03/05/95             30,081.00                2,557,716.03             12,943.27                  3
04/05/95             30,081.00                2,544,686.47             13,029.56                  4
05/05/95             30,081.00                2,531,570.05             13,116.42                  5
06/05/95             30,081.00                2,518,366.19             13,203.86                  6
                   -----------                                        ----------
                    180,485.98                                         77,923.06

07/05/95             30,081.00                2,505,074.30             13,291.89                  7
08/05/95             30,081.00                2,491,693.80             13,380.50                  8
09/05/95             30,081.00                2,478,224.09             13,469.71                  9
10/05/95             30,081.00                2,464,664.59             13,559.50                 10
11/05/95             30,081.00                2,451,014.69             13,649.90                 11
12/05/95             30,081.00                2,437,273.79             13,740.90                 12
01/05/96             30,081.00.               2,423,441.28             13,832.51                 13
02/05/96             30,081.00                2,409,516.56             13,924.72                 14
03/05/96             30,081.00                2,395,499.01             14,017.55                 15
04/05/96             30,081.00                2,381,388.00             14,111.00                 16
05/05/96             30,081.00                2,367,182.93             14,205.08                 17
06/05/96             30,081.00                2,352,883.15             14,299.78                 18
                    ----------                                        ----------
                    360,971.97                                        165,483.04

07/05/96             30,081.00                2,338,488.04             14,395.11                 19
08/05/96             30,081.00                2,323,996.96             14,491.08                 20
09/05/96             30,081.00                2,309,409.28             14,587.68                 21
10/05/96             30,081.00                2,294,724.34             14,684.94                 22
11/05/96             30,081.00                2,279,941.51             14,782.83                 23
12/05/96             30,081.00                2,265,060.12             14,881.39                 24
01/05/97             30,081.00                2,250,079.53             14,980.60                 25
02/05/97             30,081.00                2,234,999.06             15,080.47                 26
03/05/97             30,081.00                2,219,818.06             15,181.00                 27
04/05/97             30,081.00                2,204,535.85             15,282.21                 28
05/05/97             30,081.00                2,189,151.75             15,384.09                 29
06/05/97             30,081.00                2,173,665.10             15,486.65                 30
                    ----------                                        ----------
                    360,971.97                                        179,218.05
</TABLE>
<PAGE>

<TABLE>
<S>                  <C>                    <C>                        <C>                       <C>
07/05/97             30,081.00              2,158,075.21               15,589.90                 31
08/05/97             30,081.00              2,142,381.38               15,693.83                 32
09/05/97             30,081.00              2,126,582.92               15,798.45                 33
10/05/97             30,081.00              2,110,679.14               15,903.78                 34
11/05/97             30,081.00              2,094,669.34               16,009.80                 35
12/05/97             30,081.00              2,078,552.81               16,116.53                 36
01/05/98             30,081.00              2,062,328.83               16,223.98                 37
02/05/98             30,081.00              2,045,996.69               16,332.14                 38
03/05/98             30,081.00              2,029,555.67               16,441.02                 39
04/05/98             30,081.00              2,013,005.05               16,550.63                 40
05/05/98             30,081.00              1,996,344.08               16,660.96                 41
06/05/98             30,081.00              1,979,572.05               16,772.04                 42
                    ----------                                        ----------
                    360,971.97                                        194,093.06

07/05/98             30,081.00              1,962,688.19               16,883.85                 43
08/05/98             30,081.00              1,945,691.79               16,996.41                 44
09/05/98             30,081.00              1,928,582.07               17,109.72                 45
10/05/98             30,081.00              1,911,358.28               17,223.78                 46
11/05/98             30,081.00              1,894,019.68               17,338.61                 47
12/05/98             30,081.00              1,876,565.48               17,454.20                 48
01/05/99             30,081.00              1,858,994.92               17,570.56                 49
02/05/99             30,081.00              1,841,307.22               17,687.70                 50
03/05/99             30,081.00              1,823,501.60               17,805.62                 51
04/05/99             30,081.00              1,805,577.28               17,924.32                 52
05/05/99             30,081.00              1,787,533.47               18,043.82                 53
06/05/99             30,081.00              1,769,369.36               18,164.11                 54
                    ----------                                        ----------
                    360,971.97                                        210,202.69

07/05/99             30,081.00              1,751,084.16               18,285.20                 55
08/05/99             30,081.00              1,732,677.06               18,407.10                 56
09/05/99             30,081.00              1,714,147.24               18,529.82                 57
10/05/99             30,081.00              1,695,493.89               18,653.35                 58
11/05/99             30,081.00              1,676,716.19               18,777.70                 59
12/05/99             30,081.00              1,657,813.30               18,902.89                 60
01/05/00             30,081.00              1,638,784.39               19,028.91                 61
02/05/00             30,081.00              1,619,628.62               19,155.77                 62
03/05/00             30,081.00              1,600,345.15               19,283.47                 63
04/05/00             30,081.00              1,580,933.12               19,412.03                 64
05/05/00             30,081.00              1,561,391.67               19,541.44                 65
06/05/00             30,081.00              1,541,719.96               19,671.72                 66
                    ----------                                        ----------
                    360,971.97                                        227,649.40
</TABLE>

                                      -2-
<PAGE>

<TABLE>
<S>                  <C>                    <C>                        <C>                       <C>
07/05/00             30,081.00              1,521,917.09               19,802.86                 67
08/05/00             30,081.00              1,501,982.21               19,934.88                 68
09/05/00             30,081.00              1,481,914.43               20,067.78                 69
10/05/00             30,081.00              1,461,712.86               20,201.57                 70
11/05/00             30,081.00              1,441,376.61               20,336.24                 71
12/05/00             30,081.00              1,420,904.79               20,471.82                 72
01/05/01             30,081.00              1,400,296.50               20,608.30                 73
02/05/01             30,081.00              1,379,550.81               20,745.69                 74
03/05/01             30,081.00              1,358,666.82               20,883.99                 75
04/05/01             30,081.00              1,337,643.60               21,023.22                 76
05/05/01             30,081.00              1,316,480.23               21,163.37                 77
06/05/01             30,081.00              1,295,175.76               21,304.46                 78
                    ----------                                        ----------
                    360,971.97                                        246,544.19

07/05/01             30,081.00              1,273,729.27               21,446.49                 79
08/05/01             30,081.00              1,252,139.80               21,589.47                 80
09/05/01             30,081.00              1,230,406.40               21,733.40                 81
10/05/01             30,081.00              1,208,528.12               21,878.29                 82
11/05/01             30,081.00              1,186,503.97               22,024.14                 83
12/05/01             30,081.00              1,164,333.00               22,170.97                 84
01/05/02             30,081.00              1,142,014.23               22,318.78                 85
02/05/02             30,081.00              1,119,546.66               22,467.57                 86
03/05/02             30,081.00              1,096,929.30               22,617.35                 87
04/05/02             30,081.00              1,074,161.17               22,768.14                 88
05/05/02             30,081.00              1,051,241.25               22,919.92                 89
06/05/02             30,081.00              1,028,168.52               23,072.72                 90
                    ----------                                        ----------
                    360,971.97                                        267,007.24

07/05/02             30,081.00              1,004,941.98               23,226.54                 91
08/05/02             30,081.00                981,560.60               23,381.38                 92
09/05/02             30,081.00                958,023.34               23,537.26                 93
10/05/02             30,081.00                934,329.17               23,694.17                 94
11/05/02             30,081.00                910,477.03               23,852.14                 95
12/05/02             30,081.00                886,465.88               24,011.15                 96
01/05/03             30,081.00                862,294.65               24,171.22                 97
02/05/03             30,081.00                837,962.29               24,332.37                 98
03/05/03             30,081.00                813,467.71               24,494.58                 99
04/05/03             30,081.00                788,809.83               24,657.88                100
05/05/03             30,081.00                763,987.56               24,822.26                101
06/05/03             30,081.00                738,999.82               24,987.75                102
                    ----------                                        ----------
                    360,971.97                                        289,168.71
</TABLE>

                                      -3-
<PAGE>

<TABLE>
<S>                  <C>                      <C>                      <C>                      <C>
07/05/03             30,081.00                713,845.48               25,154.33                103
08/05/03             30,081.00                688,523.46               25,322.03                104
09/05/03             30,081.00                663,032.62               25,490.84                105
10/05/03             30,081.00                637,371.84               25,660.78                106
11/05/03             30,081.00                611,539.98               25,831.85                107
12/05/03             30,081.00                585,535.92               26,004.06                108
01/05/04             30,081.00                559,358.50               26,177.42                109
02/05/04             30,081.00                533,006.56               26,351.94                110
03/05/04             30,081.00                506,478.94               26,527.62                111
04/05/04             30,081.00                479,774.47               26,704.47                112
05/05/04             30,081.00                452,891.96               26,882.50                113
06/05/04             30,081.00                425,830.25               27,061.72                114
                    ----------                                        ----------
                    360,971.97                                        313,169.57

07/05/04             30,081.00                398,588.12               27,242.13                115
08/05/04             30,081.00                371,164.38               27,423.74                116
09/05/04             30,081.00                343,557.81               27,606.57                117
10/05/04             30,081.00                315,767.20               27,790.61                118
11/05/04             30,081.00                287,791.31               27,975.88                119
12/05/04            289,709.92                      0.00              287,791.31                120
                    ----------                                        ----------
                    440,114.91                                        425,830.25
</TABLE>

                                      -4-