WACHOVIA
   
   MASTER NOTE
   
   Date   August 19, 1996                  $25,000,000
   
   For Value Received, the undersigned (hereinafter called the
"Borrower"), hereby promises to pay on demand but not later
than the maturity date or dates determined as herein set forth
to the order of WACHOVIA BANK OF GEORGIA, N.A. (hereinafter
called the "Lender"), at its office where borrowed, the
principal sum of TWENTY-FIVE MILLION DOLLARS or the aggregate   
unpaid principal sum of all advances which the Lender actually
makes    hereunder to the Borrower, whichever amount is less,
together with interest in arrears payable on each Interest Due
Date (as hereinafter defined) at a rate computed on the basis
of a 360-day year for the actual number of days in each
interest period, determined as herein set forth.    

   Lender, at its sole discretion, is hereby authorized to make
advances under this Note upon telephonic or written communication
of a borrowing request from any person representing himself or
herself to be the Borrower or, in the event Borrower is a
partnership or corporation, a duly authorized officer or
representative of Borrower.  At the time of each advance
hereunder, the Borrower and the Lender shall agree on the
maturity date for the payment of the principal amount of such
advance (in the absence of earlier demand), the interest rate for
such advance and the dates interest on such advance shall be
payable (the "Interest Due Dates").  The Lender or other holder
shall be and is hereby authorized by the Borrower to set forth 
on the reverse side of this Note, or on an attachment hereto: 
(1) the amount and date of each advance made hereunder; (2) the
maturity date of each such advance (absent earlier demand); (3)
the interest rate for each such advance; (4) the Interest Due
Dates for each such advance; and (5) each payment of principal
received thereon and the date of such payment; provided, however,
any such notation or the failure to make any such notation shall
not limit or otherwise affect the obligation of the Borrower   
with respect to the repayment of all advances actually made
hereunder.  In the event of a good faith dispute among the
parties to this Note as to rate, the rate shall be the Prime
Rate.
   
   After this Note or any advance of this Note shall become due,
whether on demand or otherwise, the unpaid principal of this
Note shall bear interest at a rate per annum equal to 150% of
the Prime Rate, or if greater, 2% above the rate applicable prior
to the due date, not to exceed the maximum rate permitted by
applicable law.  As used herein, "Prime Rate" refers to that
interest rate so denominated and set by the Lender from time to
time as an interest rate basis for borrowings.  The Prime Rate is
one of several interest rate bases used by the Lender.  The
Lender lends at rates above and below the Prime Rate.  Changes in
the Prime Rate shall be effective as of the day of each such
change.
   
   Advances made hereunder shall not be used to purchase or carry
margin stock, such terms having the same meanings used in
Regulation U of the Federal Reserve Board.
   
   All payments of any advances hereunder shall be applied first
to accrued interest and then to principal.
   
   The Borrower may prepay any advance hereunder prior to the
maturity date specified for such advance only with the consent
or upon the demand of the Lender.
   
   No waiver by the Lender of any provision of this Note shall be
effective unless in writing.  To the extent not prohibited by
law the Borrower hereby grants to the Lender and to such Lender's
Affiliates (as the case may be) a security interest in and
security title to and does hereby assign, pledge, transfer and
convey to Lender and to such Lender's Affiliates (as the case   
may be) (i) all property of the Borrower of every kind or
description now or hereafter in the possession or control of the
Lender or of any of Lender's Affiliates, exclusive of any such
property in the possession or control of the Lender or Lender's
Affiliates as a fiduciary other than as agent, for any reason
including, without limitation, all cash, stock or other dividends
and all proceeds thereof, and all rights to subscribe
for securities incident thereto and any substitutions or
replacements for, or other rights in connection with, any of such
collateral and (ii) any balance or deposit accounts of the
Borrower, whether such accounts be general or special, or
individual or multiple party, and upon all drafts, notes, or
other items deposited for collection or presented for payment by  
 the Borrower with the Lender or the Lender's Affiliates (as the
case may be), exclusive of any such property in the possession or
control of the Lender or Lender's Affiliates as a fiduciary other
than as agent, and the Lender and the Lender's Affiliates (as the
case may be) may at any time, without demand or notice,
appropriate and apply any of such to the payment of any
indebtedness, obligations and liabilities of the Borrower to the  
Lender or to any of Lender's Affiliates (as the case may be), now
existing or hereafter incurred or arising, whether or not due,
with the exception of indebtedness, obligations and liabilities
owing to any of Lender's Affiliates the constitute open-end
credit under, or are subject to, the disclosure requirements of
the Truth-In-Lending Act and Federal Reserve Board Regulation Z
or any applicable state consumer protection laws.  As used
herein, "Lender's Affiliates" means any entity or entities now or 
hereafter directly or indirectly controlled by Wachovia
Corporation or any successor thereto.  All parties to this Note,
including makers, endorsers, sureties and guarantors, whether
bound by this or by separate instrument or agreement, shall be
jointly and severally liable for the indebtedness evidenced by
this Note and hereby (1) waive presentment for payment, demand,
protest, notice of nonpayment or dishonor and of protect and any  
and all other notices and demands whatsoever; (2) consent that at
any time, or from time to time, payment of any sum payable under
this Note may be extended without notice, whether for a definite
or indefinite time; and (3) agree to remain liable until the
indebtedness evidenced hereby is paid in full irrespective of any
extension, modification or renewal.  No conduct of the holder
shall be deemed a waiver or release of such liability, unless   
the holder expressly releases such party in writing.  In the
event the indebtedness evidenced hereby is collected by or
through an attorney, the holder shall be entitled to recover
reasonable attorneys' fees and all other costs and expenses of
collection.  Time is of the essence.  Notwithstanding the
statement of any specific maturity date for any specific advance
and the requirement for the payment of interest from time to
time, this Note is demand instrument and is due and payable
at any time without cause or reason and is not subject to the
terms of Sections 1-203 or 1-208 of the Uniform Commercial
Code of Georgia, as the same may be amended from time to time.
   
   This Note shall evidence all advances and payments of
principal made hereunder until it is surrendered to the Borrower
by the Lender, and it shall continue to be used even though there
may be periods prior to such surrender when no amount of
principal or interest is owing hereunder.
    
   This Note, and the rights and obligations of the parties
hereunder, shall be governed by and construed in accordance
with the laws of the State of Georgia.
   
   IN WITNESS WHEREOF, the Borrower has executed this Note under
seal the day and year set forth above.
   
   Witness:                      Borrower:
   
   /s/ Jean B. Holbrook          Golden Poultry Company, Inc.    
   Attest:                       By:  /s/ Langley C. Thomas, Jr.    
   /s/ J. David Dyson            Title:  Treasurer & Chief Financial Officer
   Title: Assistant Secretary
   
   [Corporate Seal]
                            Wachovia Bank of Georgia, N.A.
   
   [7244/S-1-D-4]