EXHIBIT 10.17
		       
		       
		       
		       
		       EMPLOYMENT AGREEMENT


     This Employment Agreement dated effective as of 
February 23, 1997, is made and entered into by and between 
Jitney-Jungle Stores of America, Inc., a Mississippi corporation 
(the "Company"), and Michael E. Julian (the "Executive").


			   RECITALS


     The Company desires to employ the Executive in the 
business operated by the Company, according to the terms, 
covenants and conditions hereinafter set forth.

     NOW, THEREFORE, the Company and the Executive 
hereto agree as follows:

     1. Employment and Duties.  Subject to the terms 
hereof, the Company employs Executive as Chief Executive 
Officer of the Company and in such capacities with its affiliates 
and subsidiaries as the Company shall designate, with full 
authority to manage the day-to-day business of the Company, 
subject only to the direction of the Company's Board of 
Directors.  Executive accepts such employment and agrees to 
devote substantially his entire professional time, attention and 
energies to the business of the Company and to perform such 
additional responsibilities and duties consistent with his position 
as provided in the Bylaws and as may be assigned to him from 
time to time by the Board of Directors.  Executive shall work at 
the principal office of the Company located in or near the 
Jackson, Mississippi metropolitan area or at such other location 
in or near the Jackson, Mississippi metropolitan area as the 
Board of Directors, in its discretion, may select.

     2. Extent of Services.  Executive shall devote 
substantially all his working time (during normal business hours) 
and attention (other than during any illness and vacations) and 
give his good faith efforts, skills and abilities to the management 
and operations of the Company; it being understood and agreed 
that Executive shall be permitted to manage his own personal 
affairs and serve as director or officer of any trade association, 
civic, corporate, educational or charitable organization or 
governmental entity, provided that Executive's service does not 
materially interfere with Executive's performance of his duties 
hereunder.  Executive shall report only and directly to the 
Company's Board of Directors.  Notwithstanding the above, the 
Executive shall not be required to perform any duties or 
responsibilities which would be likely to result in non-
compliance with or violation of any applicable law or regulation.

     3. Term.  The initial term of this Agreement shall 
commence as of the effective date hereof and, unless earlier 
terminated pursuant to Section 8, shall continue thereafter until 
terminated by either party upon the giving of at least thirty (30) 
days' advance written notice.

     4. Compensation.  Executive's compensation under 
this Agreement shall be as follows:

	  (a) Base Salary.  Company shall pay 
     Executive a base salary ("Base Salary") at a rate of no 
     less than $450,000.00 per year from the date hereof.  
     The Base Salary shall be inclusive of all compensation 
     for any services Executive may be elected or selected to 
     perform (i) as a member of the Board of Directors of the 
     Company and/or any of its affiliates and subsidiaries, or 
     (ii) as a member of any appointed committees of such 
     Boards of Directors, including the Executive Committee.  
     
<PAGE>     
     
     In addition, the Board of Directors of Company shall, in 
     good faith, consider granting increases in such Base 
     Salary based upon such factors as Executive's 
     performance and the growth and/or profitability of the 
     Company and those affiliates and subsidiaries that 
     Executive is directed to serve.  Executive's Base Salary 
     shall be paid in installments in accordance with the 
     Company's normal payment schedule for its senior 
     management.  All payments shall be subject to the 
     deduction of payroll taxes and similar assessments as 
     required by law.
     
	  (b) Bonus.  In addition to the Base Salary, 
     Executive shall be eligible each year for a cash bonus of 
     up to 100% of the Base Salary based upon his 
     performance in accordance with specific quarterly or 
     annual objectives as set forth under the Company's 
     Supervisory Personnel Bonus Plan or such other similar 
     plan as may be approved by the Board of Directors.
     
     5. Fringe Benefits.

	  (a) The Company agrees to furnish an 
     automobile to Executive of his choice and to make such 
     automobile available for the Executive's exclusive use 
     during the period of his employment with the Company.  
     All maintenance, taxes and other operating costs shall be 
     paid by the Company, subject to appropriate withholding 
     requirements.
     
	  (b) The Company shall also make available 
     to Executive those benefits which are made available to 
     the executive officers of the Company as a group, which 
     benefits currently include, without limitation, 401(k) 
     plans, profit sharing plans, and health, dental, and 
     disability insurance. The Company shall also acquire 
     from Executive's previous employer and maintain that 
     certain term life insurance policy currently outstanding 
     for the benefit of the Employee and maintained by his 
     previous employer.

     6. Vacation.  Executive shall be entitled to take 
three weeks of paid vacation during each fiscal year in which he 
is employed.  Accrued but unused vacation shall be carried over 
only in accordance with the Company's standard policies.

     7. Expense Reimbursement.  In addition to the 
compensation and benefits provided in Sections 4, 5 and 6 
hereof, the Company shall, upon receipt of appropriate 
documentation, reimburse Executive for his reasonable travel, 
lodging, entertainment, and other ordinary and necessary 
business expenses incurred in the course of his duties on behalf 
of the Company.

     8. Termination of Employment.
	  
	  (a) Either party may terminate Executive's 
     employment under this Agreement for any reason by 
     giving thirty (30) days' written notice to the other party.  
     In the event of a termination by the Company, the 
     Company may elect that the Executive cease all services 
     and leave the premises immediately.  If the Company 
     terminates Executive's employment without Cause 
     pursuant to this Section 8(a) or if the Executive resigns 
     at the request (without Cause) of the Board of Directors 
     or terminates his employment for Good Reason (as 
     hereinafter defined), Executive shall be paid, in addition 
     to his Base Salary earned through the date of 
     termination, an amount equal to that percentage of the 
     average of Executive's bonuses for the previous three 
     (3) years, or the period of the actual employment if 
     
<PAGE>     
     
     
     shorter, determined by dividing the number of days in 
     the year prior to the date of termination by 365 and the 
     Company shall pay Executive as severance pay an 
     amount equal to one year's annual Base Salary plus 
     100% of the average of his bonuses for the previous 
     three (3) years, or the period of his actual employment if 
     shorter.  The Executive shall continue to receive all 
     benefits under the health benefit plans, practices, 
     policies and programs provided by the Company to the 
     extent applicable generally to other peer executives of 
     the Company for a period of the lesser of one year or 
     until the date Executive becomes re-employed with 
     another employer and is eligible to receive medical or 
     other welfare benefits under another employer provided 
     plan.  All cash severance compensation amounts owed 
     pursuant to this Section 8(a) shall be paid within thirty 
     (30) days following the effective date of Executive's 
     termination.  If Executive notifies the Company of his 
     intention to terminate his employment pursuant to this 
     Section 8(a) for any reason, the Company shall have the 
     right to accelerate the date of termination to a date on or 
     after the date of Executive's notice.  The Executive's 
     termination of employment is deemed for "Good 
     Reason," if any of the following occurs without the 
     Executive's written consent: (i) the assignment to 
     Executive of any duties materially inconsistent with, or 
     the substantial reduction of powers or functions 
     associated with, his positions, duties, responsibilities and 
     status with the Company (other than changes in 
     reporting or management responsibilities required by 
     applicable federal or state law); (ii) a reduction by the 
     Company of Executive's salary or a material reduction 
     in other benefits taken as a whole (except to the extent 
     such benefits are no longer generally available to 
     members of management of the Company), except in 
     connection with the termination of such Executive's 
     employment by the Company for Cause (it being 
     understood that failure to receive bonus payments at the 
     same level as in prior years or periods shall not be 
     deemed to be a reduction in salary); (iii) a change in 
     Executive's principal work location, except for required 
     travel on the Company's business; or (iv) the willful and 
     continuing failure by the Company substantially to 
     perform its obligations under this Agreement; provided, 
     however, "Good Reason" shall not be deemed to exist 
     hereunder unless the Company shall have failed to cure 
     any breach or nonperformance within thirty (30) days 
     after receipt by the Company of written notice thereof 
     from the Executive, which notice shall be given by 
     Executive promptly and in any event within fifteen (15) 
     days after any event that the Executive believes 
     constitutes "Good Reason."  It is hereby expressly 
     acknowledged that the foregoing definition of "Good 
     Reason" shall be effective solely for purposes of this 
     Agreement and shall not be applicable to any other 
     agreement or understanding between Executive and the 
     Company.  "Cause" when used in connection with the 
     termination of Executive's employment with the 
     Company, means (A) act or acts of dishonesty or 
     conviction of a felony by Executive; provided acts of 
     "dishonesty" shall not extend to expense account items 
     to the extent the items involved are nominal and any 
     error is attributable to carelessness or committed in good 
     faith within reasonable interpretation of the Company's 
     policies, (B) failure by the Executive in any material 
     respect as to his obligations, services or duties 
     hereunder, which determination shall be made by the 
     Board of Directors of the Company acting in good faith; 
     provided, however, "cause" shall not be deemed to exist 
     hereunder unless the Executive shall have failed to cure 
     any such breach or nonperformance within thirty (30) 
     days after receipt by the Executive of written notice 
     thereof from the Company, (C) willful and deliberate 
     violations of Executive's obligations (whether such 
     obligations are designated by the Board of Directors or 
     are set forth herein) to the Company that result in 
     material injury to the Company and (D) 
     misappropriation or embezzlement of any funds or 
     property of the Company by the Executive.  For 
     purposes of this definition of cause, no act or failure to 
     act, shall be considered "willful" unless done, or omitted 
     to be done, (1) in bad faith and without reasonable belief 
     that the action or omission was in the best interest of the 
     
<PAGE>

     Company or, (2) in the event the direction of the Board 
     of Directors is unclear, without the reasonable belief that 
     the action or omission was in the best interest of the 
     Company.  In the event that there is a disagreement 
     regarding the existence of Good Reason or Cause (other 
     than for conviction of a felony), either party may submit 
     such disagreement to arbitration under the rules of the 
     American Arbitration Association or such other 
     procedure as the parties may agree.  The ruling of the 
     arbitration shall be final and binding on both parties.  
     The Company and the Executive shall each pay their 
     own arbitration costs unless the arbitrator's award 
     determines otherwise, in which case such costs, 
     expenses, and fees shall be paid in accordance with the 
     arbitrator's award.  The arbitration proceeding shall be 
     conducted in Atlanta, Georgia.
     
	  (b) Notwithstanding anything to the 
     contrary in Section 8(a), the Company may terminate 
     Executive's employment, effective immediately upon 
     written notice to Executive or on any other dates 
     specified in such notice, for Cause.  Termination by the 
     Company of Executive's employment for any other 
     reason shall be deemed for the purposes of this 
     Agreement to be without Cause.
     
	  (c) Executive's employment hereunder 
     shall terminate immediately upon his death or disability 
     except as to any right which Executive's estate or 
     dependents may have under COBRA or any other 
     federal or state law or which are derived independent of 
     this Agreement by reason of his participation in any plan 
     maintained by the Company.  Executive or his estate 
     shall be entitled to receive the accrued Base Salary and 
     bonus through the date of termination, with the accrued 
     bonus being computed on a per diem basis based upon 
     the bonus which would have otherwise been payable to 
     the Executive for the fiscal year during which the date of 
     termination falls had the Agreement not been terminated, 
     computed on the same basis as in effect immediately 
     prior to the date of termination, which bonus shall be 
     paid as and when the same would have otherwise been 
     payable under the bonus plan had the Agreement not 
     been terminated.  For purposes of this Section 8(c), 
     Executive shall be deemed to be disabled if, on account 
     of illness or other incapacity, he has been unable to 
     perform his duties for seventy-five (75) consecutive 
     days and, in the good faith judgment of the Board of 
     Directors, will be unable to perform his duties hereunder 
     for a period of twelve (12) consecutive months.  The 
     Company shall continue to pay Executive his base salary 
     and other employment benefits hereunder prior to the 
     termination by the Board of Directors pursuant to this 
     Section 8(c) even though Executive is disabled during 
     that period of time.
     
	  (d) Severance payments due under Section 
     8(a) shall be paid when due regardless whether 
     Executive accepts employment with a new employer.
     
	  (e) The Company and Executive 
     acknowledge that they are entering into a change of 
     control Agreement ("Control Agreement") regarding the 
     Executive's employment upon the event of a change of 
     control of the Company as defined in the Control 
     Agreement (the "Change of Control").  In the event of a 
     Change of Control the Control Agreement shall govern 
     Executive's future employment.
     
     9. Confidentiality.  From and after the date hereof, 
Executive shall, and shall cause his affiliates and representatives 
to, keep confidential and not disclose to any other person or use 
for his own benefit or the benefit of any other person any trade 
secrets or other confidential proprietary information in his or 
their possession or control regarding the Company or its 
affiliates or their respective businesses and operations.  The 
obligation of Executive under this Section 9 shall not apply to 
information which (i) is or becomes generally available to the 
public without breach of the commitment provided for in this 
Section; or (ii) is required to be disclosed by law, order or 
regulation of a court or tribunal or governmental authority; 
provided, however, that, in any such case, Executive shall notify 
the Company as early as reasonably practicable prior to 
disclosure to allow the Company to take appropriate measures to 
preserve the confidentiality of such information.

     10. Stock Options.  The Company has granted to 
Executive, on terms to be set forth in the separate option 
agreement attached hereto, options to acquire shares of capital 
stock of the Company.  The Company agrees that upon exercise 
of the Option by Executive, the Company shall pay to the 
Executive funds equal to 20% of the difference between the 
exercise price and the fair market value of the exercised shares 
on the date of exercise.
     
     11. Competition; Solicitation.  Executive hereby 
agrees that during the Term he will not, unless authorized in 
writing to do so by the Company, (a) directly or indirectly own, 
manage, operate, join, control or participate in the ownership, 
management, operation or control of, or be employed or 
otherwise connected in any substantial manner with any business 
which directly or indirectly competes to a material extent with 
any line of business of the Company or its subsidiaries; 
provided, that nothing in this Agreement shall prohibit Executive 
from acquiring up to 2% of any class of outstanding equity 
securities of any corporation whose equity securities are 
regularly traded on a national securities exchange or in the 
"over-the-counter market"; (b) recruit any employee of the 
Company or solicit or induce, or attempt to solicit or induce, any 
employee of the Company to terminate his or her employment 
with, or otherwise cease his or her relationship with, the 
Company; or (c) solicit, divert or take away, or attempt to solicit, 
divert or to take away, the business or patronage of any of the 
clients, customers or accounts as prospective clients, customers 
or accounts, of the Company.  Provided that the Company pays 
the Executive (i) the severance payment due to Executive in 
accordance with Section 8(a) hereof or, (ii) an amount equal to 
the Section 8(a) severance payment within thirty (30) days 
following the effective date of Executive's termination, the 
covenants contained in the preceding sentence regarding 
competition and solicitation shall extend for a period of one year 
from the termination or expiration of the Term in consideration 
for such payment.  

     12. Equitable Relief.  The Company and Executive 
confirm that the restrictions contained in Sections hereof are, in 
view of the nature of the business of the Company, reasonable 
and necessary to protect the legitimate interests of the Company 
and that any violation of any provision of Sections will result in 
irreparable injury to the Company.  Executive hereby agrees 
that, in the event of any breach or threatened breach of the terms 
or conditions of this Agreement by Executive, the Company's 
remedies at law will be inadequate and, in any such event, the 
Company shall be entitled to commence an action for 
preliminary and permanent injunctive relief and other equitable 
relief in any court of competent jurisdiction.

     13. Indemnity.  The Company agrees to indemnify 
Executive against all costs, charges and expenses incurred or 
sustained by Executive in connection with any action, suit or 
proceeding to which he may be a party by reason of being or 
having been a director, officer or employee at the request of the 
Company to the fullest extent permitted by applicable law.

<PAGE>

     14. Amendment.  This Agreement contains and its 
terms constitute the entire Agreement of the parties and 
supersedes all prior Agreements regarding employment, and may 
be amended only by a written document signed by both parties to 
this Agreement

     15. Governing Law. This Agreement shall be 
governed by the laws of the State of Mississippi.  The parties 
hereby irrevocably consent to, and waive any objection to the 
exercise of, personal jurisdiction by the state and federal courts 
located in the State of Mississippi with respect to any action or 
proceeding arising out of this Agreement.

     16. Attorneys' Fees.  The Company agrees to pay, 
to the full extent permitted by law, all legal fees and expenses 
which the Executive may reasonably incur as a result of any 
contest (only to the extent the Executive prevails in the outcome 
thereof) by the Company of the validity or enforceability of, or 
liability under, any provision of this Agreement (including as a 
result of any contest by the Executive about the amount of any 
payment pursuant to this Agreement).

     17. Severability.  Should any provision hereof be 
deemed, for any reason whatsoever, to be invalid or inoperative, 
that provision shall be deemed severable and shall not affect the 
force and validity of all other provisions of this Agreement.

     18. Survival.  All provisions which may reasonably 
be interpreted or construed to survive the expiration or 
termination of this Agreement shall survive the expiration or 
termination of this Agreement.

     19. Notices.  Any notice, request or instruction to be 
given hereunder shall be in writing and shall be deemed given 
when personally delivered or three (3) days after being sent by 
certified mail, postage prepaid, to the other party at such party's 
address set forth below.

     IF TO EXECUTIVE:

	  Michael E. Julian
	  c/o Jitney-Jungle Stores of America, Inc.
	  P.O. Box 3409
	  Jackson, Mississippi 39207-3409

     IF TO COMPANY:

	  Jitney-Jungle Stores of America, Inc.
	  P.O. Box 3409
	  Jackson, Mississippi 39207-3409
	  Attention: W. H. Holman.  Jr.

     with a copy to:

<PAGE>          
	  
	  Bruckmann, Rosser, Sherrill & Co., Inc.
	  126 East 56th Street, 29th Floor
	  New York, New York 10022
	  Attention: Harold O. Rosser II

Each party may change the address to which notices from the 
other party are to be sent by notifying such party of its new 
address in accordance with this Section 16.

     20. Waiver.  No waiver of any condition, obligation 
or term hereof shall constitute a waiver of any other or a waiver 
of a subsequent right to demand strict compliance with all 
conditions, obligations and terms hereof.

     21. Successors. This Agreement, including the 
documents and instruments referred to herein, shall inure to the 
benefit of and be binding upon and enforceable against the heirs, 
legal representatives, successors, and assigns of the parties 
hereto.

     22. Delegation of Duties.  Executive may not 
delegate or assign any of his duties or obligations hereunder.  
With the exception of assigning duties to the Executive relating 
to the business of the affiliates or any subsidiaries of the 
Company and with the exception of an assignment to any 
acquiror in connection with (i) an acquisition of 50% or more of 
the Company's voting stock, (ii) a merger or consolidation of the 
Company resulting in the holders of the Company's voting stock 
immediately prior to such transaction holding less than 50% of 
the total voting common stock of the surviving corporation after 
such termination or (iii) a sale or exchange of all or substantially 
all of the property or assets of the Company, the Company shall 
have no right to assign this Agreement without Executive's 
written consent.

     23. Partial Invalidity.  If any provision in this 
Agreement is held by a court of competent jurisdiction to be 
invalid, void or unenforceable, the remaining provisions shall, 
nevertheless, continue in full force and without being impaired 
or invalidated in any way.

     24. Entire Agreement.  This Agreement contains the 
entire agreement between the parties hereto with respect to the 
transactions contemplated hereby and supersedes all prior 
arrangements or understandings with respect thereto.

     Executed as of the day and year first above written.


			 JITNEY-JUNGLE STORES OF AMERICA, INC.
			 ("Company")

			 
			 By:             
			     Name:   
			     Title:  
		

			 MICHAEL E. JULIAN ("Executive")


<PAGE>


		      EMPLOYMENT AGREEMENT

     This Employment Agreement dated effective as of 
December 8, 1997, is made and entered into by and between 
Jitney-Jungle Stores of America, Inc., a Mississippi corporation 
(the "Company"), and Ronald E. Johnson (the "Executive").

			 RECITALS

     The Company desires to employ the Executive in the 
business operated by the Company, according to the terms, 
covenants and conditions hereinafter set forth.

     NOW, THEREFORE, the Company and the Executive 
hereto agree as follows:

     1. Employment and Duties.  Subject to the terms 
hereof, the Company employs Executive as President and Chief 
Operating Officer of the Company and in such capacities with its 
affiliates and subsidiaries as the Company shall designate, with 
full authority to manage the day-to-day business of the 
Company, subject only to the direction of the Company's Chief 
Executive Officer and Board of Directors.  Executive accepts 
such employment and agrees to devote substantially his entire 
professional time, attention and energies to the business of the 
Company and to perform such additional responsibilities and 
duties consistent with his position as provided in the Bylaws and 
as may be assigned to him from time to time by the Board of 
Directors.  Executive shall work at the principal office of the 
Company located in or near the Jackson, Mississippi 
metropolitan area or at such other location in or near the 
Jackson, Mississippi metropolitan area as the Board of Directors, 
in its discretion, may select.

     2. Extent of Services.  Executive shall devote 
substantially all his working time (during normal business hours) 
and attention (other than during any illness and vacations) and 
give his good faith efforts, skills and abilities to the management 
and operations of the Company; it being understood and agreed 
that Executive shall be permitted to manage his own personal 
affairs and serve as director or officer of any trade association, 
civic, corporate, educational or charitable organization or 
governmental entity, provided that Executive's service does not 
materially interfere with Executive's performance of his duties 
hereunder.  Executive shall report only and directly to the 
Company's Chief Executive Officer and Board of Directors.  
Notwithstanding the above, the Executive shall not be required 
to perform any duties or responsibilities which would be likely 
to result in non-compliance with or violation of any applicable 
law or regulation.

     3. Term.  The initial term of this Agreement shall 
commence as of the effective date hereof and, unless earlier 
terminated pursuant to Section 8, shall continue thereafter until 
terminated by either party upon the giving of at least thirty (30) 
days' advance written notice.

     4. Compensation.  Executive's compensation under 
this Agreement shall be as follows:

	  (a) Base Salary.  Company shall pay 
     Executive a base salary ("Base Salary") at a rate of no 
     less than $400,000.00 per year from the date hereof.  
     The Base Salary shall be inclusive of all compensation 
     for any services Executive may be elected or selected to 
     perform (i) as a member of the Board of Directors of the 
     Company and/or any of its affiliates and subsidiaries, or 
     (ii) as a member of any appointed committees of such 
     Boards of Directors, including the Executive Committee.  
     In addition, the Board of Directors of Company shall, in 
     good faith, consider granting increases in such Base 
     Salary based upon such factors as Executive's 
     performance and the growth and/or profitability of the 
     Company and those affiliates and subsidiaries that 
     Executive is directed to serve.  Executive's Base Salary 
     shall be paid in installments in accordance with the 
     Company's normal payment schedule for its senior 
     management.  All payments shall be subject to the 
     deduction of payroll taxes and similar assessments as 
     required by law.
     
	  (b) Bonus.  In addition to the Base Salary, 
     Executive shall be eligible each year for a cash bonus of 
     up to 100% of the Base Salary based upon his 
     performance in accordance with specific quarterly or 
     annual objectives as set forth under the Company's 
     Supervisory Personnel Bonus Plan or such other similar 
     plan as may be approved by the Board of Directors.
     
     5. Fringe Benefits.
	  
	  (a) The Company agrees to furnish an 
     automobile to Executive of his choice and to make such 
     automobile available for the Executive's exclusive use 
     during the period of his employment with the Company.  
     All maintenance, taxes and other operating costs shall be 
     paid by the Company, subject to appropriate withholding 
     requirements.
     
	  (b) The Company shall also make available 
     to Executive those benefits which are made available to 
     the executive officers of the Company as a group, which 
     benefits currently include, without limitation, 401(k) 
     plans, profit sharing plans, and health, dental, disability 
     and term life insurance (providing life insurance benefits 
     of $1,000,000.00).  

     6. Vacation.  Executive shall be entitled to take 
three weeks of paid vacation during each fiscal year in which he 
is employed.  Accrued but unused vacation shall be carried over 
only in accordance with the Company's standard policies.

     7. Expense Reimbursement.  In addition to the 
compensation and benefits provided in Sections 4, 5 and 6 
hereof, the Company shall, upon receipt of appropriate 
documentation, reimburse Executive for his reasonable travel, 
lodging, entertainment, and other ordinary and necessary 
business expenses incurred in the course of his duties on behalf 
of the Company.

     8. Termination of Employment.

	  (a) Either party may terminate Executive's 
     employment under this Agreement for any reason by 
     giving thirty (30) days' written notice to the other party.  
     In the event of a termination by the Company, the 
     Company may elect that the Executive cease all services 
     and leave the premises immediately.  If the Company 
     terminates Executive's employment without Cause 
     pursuant to this Section 8(a) or if the Executive resigns 
     at the request (without Cause) of the Board of Directors 
     or terminates his employment for Good Reason (as 
     hereinafter defined), Executive shall be paid, in addition 
     to his Base Salary earned through the date of 
     termination, an amount equal to that percentage of the 
     average of Executive's bonuses for the previous three 
     (3) years, or the period of the actual employment if 
     shorter, determined by dividing the number of days in 
     the year prior to the date of termination by 
     365 and the Company shall pay 
     Executive as severance pay an amount equal to one 
     year's annual Base Salary plus 100% of the average of 
     his bonuses for the previous three (3) years, or the 
     period of his actual employment if shorter.  The 
     Executive shall continue to receive all benefits under the 
     health benefit plans, practices, policies and programs 
     provided by the Company to the extent applicable 
     generally to other peer executives of the Company for a 
     period of the lesser of one year or until the date 
     Executive becomes re-employed with another employer 
     and is eligible to receive medical or other welfare 
     benefits under another employer provided plan.  All cash 
     severance compensation amounts owed pursuant to this 
     Section 8(a) shall be paid within thirty (30) days 
     following the effective date of Executive's termination.  
     If Executive notifies the Company of his intention to 
     terminate his employment pursuant to this Section 8(a) 
     for any reason, the Company shall have the right to 
     accelerate the date of termination to a date on or after the 
     date of Executive's notice.  The Executive's termination 
     of employment is deemed for "Good Reason," if any of 
     the following occurs without the Executive's written 
     consent: (i) the assignment to Executive of any duties 
     materially inconsistent with, or the substantial reduction 
     of powers or functions associated with, his positions, 
     duties, responsibilities and status with the Company 
     (other than changes in reporting or management 
     responsibilities required by applicable federal or state 
     law); (ii) a reduction by the Company of Executive's 
     salary or a material reduction in other benefits taken as a 
     whole (except to the extent such benefits are no longer 
     generally available to members of management of the 
     Company), except in connection with the termination of 
     such Executive's employment by the Company for 
     Cause (it being understood that failure to receive bonus 
     payments at the same level as in prior years or periods 
     shall not be deemed to be a reduction in salary); (iii) a 
     change in Executive's principal work location, except 
     for required travel on the Company's business; or (iv) 
     the willful and continuing failure by the Company 
     substantially to perform its obligations under this 
     Agreement; provided, however, "Good Reason" shall 
     not be deemed to exist hereunder unless the Company 
     shall have failed to cure any breach or nonperformance 
     within thirty (30) days after receipt by the Company of 
     written notice thereof from the Executive, which notice 
     shall be given by Executive promptly and in any event 
     within fifteen (15) days after any event that the 
     Executive believes constitutes "Good Reason."  It is 
     hereby expressly acknowledged that the foregoing 
     definition of "Good Reason" shall be effective solely for 
     purposes of this Agreement and shall not be applicable 
     to any other agreement or understanding between 
     Executive and the Company.  "Cause" when used in 
     connection with the termination of Executive's 
     employment with the Company, means (A) act or acts of 
     dishonesty or conviction of a felony by Executive; 
     provided acts of "dishonesty" shall not extend to 
     expense account items to the extent the items involved 
     are nominal and any error is attributable to carelessness 
     or committed in good faith within reasonable 
     interpretation of the Company's policies, (B) failure by 
     the Executive in any material respect as to his 
     obligations, services or duties hereunder, which 
     determination shall be made by the Board of Directors of 
     the Company acting in good faith; provided, however, 
     "cause" shall not be deemed to exist hereunder unless 
     the Executive shall have failed to cure any such breach 
     or nonperformance within thirty (30) days after receipt 
     by the Executive of written notice thereof from the 
     Company, (C) willful and deliberate violations of 
     Executive's obligations (whether such obligations are 
     designated by the Board of Directors or are set forth 
     herein) to the Company that result in material injury to 
     the Company and (D) misappropriation or 
     embezzlement of any funds or property of the Company 
     by the Executive.  For purposes of this definition of 
     cause, no act or failure to act, shall be considered 
     "willful" unless done, or omitted to be done, (1) in bad 
     faith and without reasonable belief that the action or 
     omission was in the best interest of the Company or, (2) 
     in the event the direction of the Board of Directors is 
     unclear, without the reasonable belief that the action or 
     omission was in the best interest of the Company.  In the 
     event that there is a disagreement regarding the 
     existence of Good Reason or Cause (other than for 
     conviction of a felony), either party may submit such 
     disagreement to arbitration under the rules of the 
     American Arbitration Association or such other 
     procedure as the parties may agree.  The ruling of the 
     arbitration shall be final and binding on both parties.  
     The Company and the Executive shall each pay their 
     own arbitration costs unless the arbitrator's award 
     determines otherwise, in which case such costs, 
     expenses, and fees shall be paid in accordance with the 
     arbitrator's award.  The arbitration proceeding shall be 
     conducted in Atlanta, Georgia.
     
<PAGE>


	  (b) Notwithstanding anything to the 
     contrary in Section 8(a), the Company may terminate 
     Executive's employment, effective immediately upon 
     written notice to Executive or on any other dates 
     specified in such notice, for Cause.  Termination by the 
     Company of Executive's employment for any other 
     reason shall be deemed for the purposes of this 
     Agreement to be without Cause.
	  
	  (c) Executive's employment hereunder 
     shall terminate immediately upon his death or disability 
     except as to any right which Executive's estate or 
     dependents may have under COBRA or any other 
     federal or state law or which are derived independent of 
     this Agreement by reason of his participation in any plan 
     maintained by the Company.  Executive or his estate 
     shall be entitled to receive the accrued Base Salary and 
     bonus through the date of termination, with the accrued 
     bonus being computed on a per diem basis based upon 
     the bonus which would have otherwise been payable to 
     the Executive for the fiscal year during which the date of 
     termination falls had the Agreement not been terminated, 
     computed on the same basis as in effect immediately 
     prior to the date of termination, which bonus shall be 
     paid as and when the same would have otherwise been 
     payable under the bonus plan had the Agreement not 
     been terminated.  For purposes of this Section 8(c), 
     Executive shall be deemed to be disabled if, on account 
     of illness or other incapacity, he has been unable to 
     perform his duties for seventy-five (75) consecutive 
     days and, in the good faith judgment of the Board of 
     Directors, will be unable to perform his duties hereunder 
     for a period of twelve (12) consecutive months.  The 
     Company shall continue to pay Executive his base salary 
     and other employment benefits hereunder prior to the 
     termination by the Board of Directors pursuant to this 
     Section 8(c) even though Executive is disabled during 
     that period of time.

	  (d) Severance payments due under Section 
     8(a) shall be paid when due regardless of whether 
     Executive accepts employment with a new employer.
	  
	  (e) The Company and Executive 
     acknowledge that they are entering into a change of 
     control Agreement ("Control Agreement") regarding the 
     Executive's employment upon the event of a change of 
     control of the Company as defined in the Control 
     Agreement (the "Change of Control").  In the event of a 
     Change of Control the Control Agreement shall govern 
     Executive's future employment.
     
     9.  Confidentiality.  From and after the date hereof, 
Executive shall, and shall cause his affiliates and representatives 
to, keep confidential and not disclose to any other person or use 
for his own benefit or the benefit of any other person any trade 
secrets or other confidential proprietary information in his or 

<PAGE>


their possession or control regarding the Company or its 
affiliates or their respective businesses and operations.  The 
obligation of Executive under this Section 9 shall not apply to 
information which (i) is or becomes generally available to the 
public without breach of the commitment provided for in this 
Section; or (ii) is required to be disclosed by law, order or 
regulation of a court or tribunal or governmental authority; 
provided, however, that, in any such case, Executive shall notify 
the Company as early as reasonably practicable prior to 
disclosure to allow the Company to take appropriate measures to 
preserve the confidentiality of such information.

     10. Stock Options.  The Company has granted to 
Executive, on terms to be set forth in the separate option 
agreement attached hereto, options to acquire shares of capital 
stock of the Company.

     11. Competition; Solicitation.  Executive hereby 
agrees that during the Term he will not, unless authorized in 
writing to do so by the Company, (a) directly or indirectly own, 
manage, operate, join, control or participate in the ownership, 
management, operation or control of, or be employed or 
otherwise connected in any substantial manner with any business 
which directly or indirectly competes to a material extent with 
any line of business of the Company or its subsidiaries; 
provided, that nothing in this Agreement shall prohibit Executive 
from acquiring up to 2% of any class of outstanding equity 
securities of any corporation whose equity securities are 
regularly traded on a national securities exchange or in the 
"over-the-counter market"; (b) recruit any employee of the 
Company or solicit or induce, or attempt to solicit or induce, any 
employee of the Company to terminate his or her employment 
with, or otherwise cease his or her relationship with, the 
Company; or (c) solicit, divert or take away, or attempt to solicit, 
divert or to take away, the business or patronage of any of the 
clients, customers or accounts as prospective clients, customers 
or accounts, of the Company.  Provided that the Company pays 
the Executive (i) the severance payment due to Executive in 
accordance with Section 8(a) hereof or, (ii) an amount equal to 
the Section 8(a) severance payment within thirty (30) days 
following the effective date of Executive's termination, the 
covenants contained in the preceding sentence regarding 
competition and solicitation shall extend for a period of one year 
from the termination or expiration of the Term in consideration 
for such payment.  

     12. Equitable Relief.  The Company and Executive 
confirm that the restrictions contained in Sections hereof are, in 
view of the nature of the business of the Company, reasonable 
and necessary to protect the legitimate interests of the Company 
and that any violation of any provision of Sections will result in 
irreparable injury to the Company.  Executive hereby agrees 
that, in the event of any breach or threatened breach of the terms 
or conditions of this Agreement by Executive, the Company's 
remedies at law will be inadequate and, in any such event, the 
Company shall be entitled to commence an action for 
preliminary and permanent injunctive relief and other equitable 
relief in any court of competent jurisdiction.

     13. Indemnity.  The Company agrees to indemnify 
Executive against all costs, charges and expenses incurred or 
sustained by Executive in connection with any action, suit or 
proceeding to which he may be a party by reason of being or 
having been a director, officer or employee at the request of the 
Company to the fullest extent permitted by applicable law.

     14. Amendment.  This Agreement contains and its 
terms constitute the entire Agreement of the parties and 
supersedes all prior Agreements regarding employment, and may 
be amended only by a written document signed by both parties to 
this Agreement.

<PAGE>

     15. Governing Law. This Agreement shall be 
governed by the laws of the State of Mississippi.  The parties 
hereby irrevocably consent to, and waive any objection to the 
exercise of, personal jurisdiction by the state and federal courts 
located in the State of Mississippi with respect to any action or 
proceeding arising out of this Agreement.

     16. Attorneys' Fees.  The Company agrees to pay, 
to the full extent permitted by law, all legal fees and expenses 
which the Executive may reasonably incur as a result of any 
contest (only to the extent the Executive prevails in the outcome 
thereof) by the Company of the validity or enforceability of, or 
liability under, any provision of this Agreement (including as a 
result of any contest by the Executive about the amount of any 
payment pursuant to this Agreement).

     17. Severability.  Should any provision hereof be 
deemed, for any reason whatsoever, to be invalid or inoperative, 
that provision shall be deemed severable and shall not affect the 
force and validity of all other provisions of this Agreement.

     18. Survival.  All provisions which may reasonably 
be interpreted or construed to survive the expiration or 
termination of this Agreement shall survive the expiration or 
termination of this Agreement.

     19. Notices.  Any notice, request or instruction to be 
given hereunder shall be in writing and shall be deemed given 
when personally delivered or three (3) days after being sent by 
certified mail, postage prepaid, to the other party at such party's 
address set forth below.

     IF TO EXECUTIVE:

	  Ronald E. Johnson
	  c/o Jitney-Jungle Stores of America, Inc.
	  P.O. Box 3409
	  Jackson, Mississippi 39207-3409

     IF TO COMPANY:

	  Jitney-Jungle Stores of America, Inc.
	  P.O. Box 3409
	  Jackson, Mississippi 39207-3409
	  Attention: Michael E. Julian

	  with a copy to:
	  
	  Bruckmann, Rosser, Sherrill & Co., Inc.
	  126 East 56th Street, 29th Floor
	  New York, New York 10022
	  Attention: Harold O. Rosser II
	  
	  
Each party may change the address to which notices from the 
other party are to be sent by notifying such party of its new 
address in accordance with this Section 16.

<PAGE>

     20. Waiver.  No waiver of any condition, obligation 
or term hereof shall constitute a waiver of any other or a waiver 
of a subsequent right to demand strict compliance with all 
conditions, obligations and terms hereof.

     21. Successors. This Agreement, including the 
documents and instruments referred to herein, shall inure to the 
benefit of and be binding upon and enforceable against the heirs, 
legal representatives, successors, and assigns of the parties 
hereto.

     22. Delegation of Duties.  Executive may not 
delegate or assign any of his duties or obligations hereunder.  
With the exception of assigning duties to the Executive relating 
to the business of the affiliates or any subsidiaries of the 
Company and with the exception of an assignment to any 
acquiror in connection with (i) an acquisition of 50% or more of 
the Company's voting stock, (ii) a merger or consolidation of the 
Company resulting in the holders of the Company's voting stock 
immediately prior to such transaction holding less than 50% of 
the total voting common stock of the surviving corporation after 
such termination or (iii) a sale or exchange of all or substantially 
all of the property or assets of the Company, the Company shall 
have no right to assign this Agreement without Executive's 
written consent.

     23. Partial Invalidity.  If any provision in this 
Agreement is held by a court of competent jurisdiction to be 
invalid, void or unenforceable, the remaining provisions shall, 
nevertheless, continue in full force and without being impaired 
or invalidated in any way.
     
     24. Entire Agreement.  This Agreement contains the 
entire agreement between the parties hereto with respect to the 
transactions contemplated hereby and supersedes all prior 
arrangements or understandings with respect thereto.
     
     Executed as of the day and year first above written.


			    JITNEY-JUNGLE STORES OF AMERICA, INC.
			    ("Company")


			    By:             
				  Name:   
				  Title:  

			     RONALD E. JOHNSON ("Executive")



<PAGE>                    
		    
		    EMPLOYMENT AGREEMENT

     This Employment Agreement dated effective as of 
January 1, 1998, is made and entered into by and between 
Jitney-Jungle Stores of America, Inc., a Mississippi corporation 
(the "Company"), and R. Barry Cannada (the "Executive").

			 RECITALS


     The Company desires to employ the Executive in the 
business operated by the Company, according to the terms, 
covenants and conditions hereinafter set forth.

     NOW, THEREFORE, the Company and the Executive 
hereto agree as follows:

     1.      Employment and Duties.  Subject to the terms 
hereof, the Company employs Executive as Chief Administrative 
Officer, Executive Vice President and General Counsel of the 
Company and in such capacities with its affiliates and 
subsidiaries as the Company shall designate, with full authority 
to manage the day-to-day business of the Company, subject only 
to the direction of the Company's Chief Executive Officer and 
Board of Directors, or at either of their direction, to the 
Company's President and Chief Operating Officer.  Executive 
accepts such employment and agrees to devote substantially his 
entire professional time, attention and energies to the business of 
the Company and to perform such additional responsibilities and 
duties consistent with his position as provided in the Bylaws and 
as may be assigned to him from time to time by the Board of 
Directors.  Executive shall work at the principal office of the 
Company located in or near the Jackson, Mississippi 
metropolitan area or at such other location in or near the 
Jackson, Mississippi metropolitan area as the Board of Directors, 
in its discretion, may select.
     
     2.      Extent of Services.  Executive shall devote 
substantially all his working time (during normal business hours) 
and attention (other than during any illness and vacations) and 
give his good faith efforts, skills and abilities to the management 
and operations of the Company; it being understood and agreed 
that Executive shall be permitted to manage his own personal 
affairs and serve as director or officer of any trade association, 
civic, corporate, educational or charitable organization or 
governmental entity, provided that Executive's service does not 
materially interfere with Executive's performance of his duties 
hereunder.  Executive shall report only and directly to the 
Company's Chief Executive Officer and Board of Directors, or 
at either of their direction, to the Company's President and Chief 
Operating Officer.  Executive is specifically permitted to be a 
member of the Board of Directors of Campus Crusade for Christ, 
Inc., and its affiliates and to attend all meetings thereof.  
Notwithstanding the above, the Executive shall not be required 
to perform any duties or responsibilities which would be likely 
to result in non-compliance with or violation of any applicable 
law or regulation.

     3.      Term.  The initial term of this Agreement shall 
commence as of the effective date hereof and, unless earlier 
terminated pursuant to Section 8, shall continue thereafter until 
terminated by either party upon the giving of at least thirty (30) 
days' advance written notice.

     4.      Compensation.  Executive's compensation under 
this Agreement shall be as follows:

     (a)     Base Salary.  Company shall pay 
Executive a base salary ("Base Salary") at a rate of 
$250,000 from the effective date through June 30, 1998 
and no less than $275,000.00 per year effective July 1, 
1998.  The Base Salary shall be inclusive of all 
compensation for any services Executive may be elected 
or selected to perform (i) as a member of the Board of 
Directors of the Company and/or any of its affiliates and 
subsidiaries, or (ii) as a member of any appointed 
committees of such Boards of Directors, including the 
Executive Committee.  In addition, the Board of 
Directors of Company shall, in good faith, consider 
granting increases in such Base Salary based upon such 
factors as Executive's performance and the growth 
and/or profitability of the Company and those affiliates 
and subsidiaries that Executive is directed to serve.  
Executive's Base Salary shall be paid in installments in 
accordance with the Company's normal payment 
schedule for its senior management.  All payments shall 
be subject to the deduction of payroll taxes and similar 
assessments as required by law.

     (b)     Bonus.  In addition to the Base Salary, 
Executive shall be eligible each year for a cash bonus of 
up to 75% of Base Salary from the effective date 
through June 30, 1998 and up to 100% of the Base 
Salary effective July 1, 1998 and thereafter based upon 
his performance in accordance with specific quarterly or 
annual objectives as set forth under the Company's 
Supervisory Personnel Bonus Plan or such other similar 
plan as may be approved by the Board of Directors.

5.      Fringe Benefits.
     
     (a)     The Company agrees to furnish an 
automobile to Executive of his choice and to make such 
automobile available for the Executive's exclusive use 
during the period of his employment with the Company.  
All maintenance, taxes and other operating costs shall be 
paid by the Company, subject to appropriate withholding 
requirements.

     (b)     The Company shall also make available 
to Executive those benefits which are made available to 
the executive officers of the Company as a group, which 
benefits currently include, without limitation, 401(k) 
plans, profit sharing plans, and health, dental, disability 
and term life insurance.  

     (c)     The Company shall also supply 
reasonable secretarial support with an experienced legal 
secretary.

     (d)     The Company shall also pay for 
association dues and expenses associated with 
continuing legal education requirements.

     6.      Vacation.  Executive shall be entitled to take 
four weeks of paid vacation during each fiscal year in which he 
is employed.  Accrued but unused vacation shall be carried over 
only in accordance with the Company's standard policies.

     7.      Expense Reimbursement.  In addition to the 
compensation and benefits provided in Sections 4, 5 and 6 
hereof, the Company shall, upon receipt of appropriate 

<PAGE>


documentation, reimburse Executive for his reasonable travel, 
lodging, entertainment, and other ordinary and necessary 
business expenses incurred in the course of his duties on behalf 
of the Company.

     8.      Termination of Employment.

	  (a)     Either party may terminate Executive's 
     employment under this Agreement for any reason by 
     giving thirty (30) days' written notice to the other party.  
     In the event of a termination by the Company, the 
     Company may elect that the Executive cease all services 
     and leave the premises immediately.  If the Company 
     terminates Executive's employment without Cause 
     pursuant to this Section 8(a) or if the Executive resigns 
     at the request (without Cause) of the Board of Directors 
     or terminates his employment for Good Reason (as 
     hereinafter defined), Executive shall be paid, in addition 
     to his Base Salary earned through the date of 
     termination, an amount equal to that percentage of the 
     average of Executive's bonuses for the previous three 
     (3) years, or the period of the actual employment if 
     shorter, determined by dividing the number of days in 
     the year prior to the date of termination by 365 and the 
     Company shall pay Executive as severance pay an 
     amount equal to one year's annual Base Salary plus 
     100% of the average of his bonuses for the previous 
     three (3) years, or the period of his actual employment if 
     shorter.  The Executive shall continue to receive all 
     benefits under the health benefit plans, practices, 
     policies and programs provided by the Company to the 
     extent applicable generally to other peer executives of 
     the Company for a period of the lesser of one year or 
     until the date Executive becomes re-employed with 
     another employer and is eligible to receive medical or 
     other welfare benefits under another employer provided 
     plan.  All cash severance compensation amounts owed 
     pursuant to this Section 8(a) shall be paid within thirty 
     (30) days following the effective date of Executive's 
     termination.  If Executive notifies the Company of his 
     intention to terminate his employment pursuant to this 
     Section 8(a) for any reason, the Company shall have the 
     right to accelerate the date of termination to a date on or 
     after the date of Executive's notice.  The Executive's 
     termination of employment is deemed for "Good 
     Reason," if any of the following occurs without the 
     Executive's written consent: (i) the assignment to 
     Executive of any duties materially inconsistent with, or 
     the substantial reduction of powers or functions 
     associated with, his positions, duties, responsibilities and 
     status with the Company (other than changes in 
     reporting or management responsibilities required by 
     applicable federal or state law); (ii) a reduction by the 
     Company of Executive's salary or a material reduction 
     in other benefits taken as a whole (except to the extent 
     such benefits are no longer generally available to 
     members of management of the Company), except in 
     connection with the termination of such Executive's 
     employment by the Company for Cause (it being 
     understood that failure to receive bonus payments at the 
     same level as in prior years or periods shall not be 
     deemed to be a reduction in salary); (iii) a change in 
     Executive's principal work location, except for required 
     travel on the Company's business; or (iv) the willful and 
     continuing failure by the Company substantially to 
     perform its obligations under this Agreement; provided, 
     however, "Good Reason" shall not be deemed to exist 
     hereunder unless the Company shall have failed to cure 
     any breach or nonperformance within thirty (30) days 
     after receipt by the Company of written notice thereof 
     from the Executive, which notice shall be given by 
     Executive promptly and in any event within fifteen (15) 
     days after any event that the Executive believes 
     constitutes "Good Reason."  It is hereby expressly 
     acknowledged that the foregoing definition of "Good 
     Reason" shall be effective solely for purposes of this 
     Agreement and shall not be applicable to any other 
     agreement or understanding between Executive and the 
     Company.  "Cause" when used in connection with the 
     termination of Executive's employment with the 
     
<PAGE>     
     
     
     Company, means (A) act or acts of dishonesty or 
     conviction of a felony by Executive; provided acts of 
     "dishonesty" shall not extend to expense account items 
     to the extent the items involved are nominal and any 
     error is attributable to carelessness or committed in good 
     faith within reasonable interpretation of the Company's 
     policies, (B) failure by the Executive in any material 
     respect as to his obligations, services or duties 
     hereunder, which determination shall be made by the 
     Board of Directors of the Company acting in good faith; 
     provided, however, "cause" shall not be deemed to exist 
     hereunder unless the Executive shall have failed to cure 
     any such breach or nonperformance within thirty (30) 
     days after receipt by the Executive of written notice 
     thereof from the Company, (C) willful and deliberate 
     violations of Executive's obligations (whether such 
     obligations are designated by the Board of Directors or 
     are set forth herein) to the Company that result in 
     material injury to the Company and (D) 
     misappropriation or embezzlement of any funds or 
     property of the Company by the Executive.  For 
     purposes of this definition of cause, no act or failure to 
     act, shall be considered "willful" unless done, or omitted 
     to be done, (1) in bad faith and without reasonable belief 
     that the action or omission was in the best interest of the 
     Company, or, (2) in the event the direction of the Board 
     of Directors is unclear, without the reasonable belief that 
     the action or omission was in the best interest of the 
     Company.  In the event that there is a disagreement 
     regarding the existence of Good Reason or Cause (other 
     than for conviction of a felony), either party may submit 
     such disagreement to arbitration under the rules of the 
     American Arbitration Association or such other 
     procedure as the parties may agree.  The ruling of the 
     arbitration shall be final and binding on both parties.  
     The Company and the Executive shall each pay their 
     own arbitration costs unless the arbitrator's award 
     determines otherwise, in which case such costs, 
     expenses, and fees shall be paid in accordance with the 
     arbitrator's award.  The arbitration proceeding shall be 
     conducted in Atlanta, Georgia.
	  
	  (b)     Notwithstanding anything to the 
     contrary in Section 8(a), the Company may terminate 
     Executive's employment, effective immediately upon 
     written notice to Executive or on any other dates 
     specified in such notice, for Cause.  Termination by the 
     Company of Executive's employment for any other 
     reason shall be deemed for the purposes of this 
     Agreement to be without Cause.
     (c)     Executive's employment hereunder 
     shall terminate immediately upon his death or disability 
     except as to any right which Executive's estate or 
     dependents may have under COBRA or any other 
     federal or state law or which are derived independent of 
     this Agreement by reason of his participation in any plan 
     maintained by the Company.  Executive or his estate 
     shall be entitled to receive the accrued Base Salary and 
     bonus through the date of termination, with the accrued 
     bonus being computed on a per diem basis based upon 
     the bonus which would have otherwise been payable to 
     the Executive for the fiscal year during which the date of 
     termination falls had the Agreement not been terminated, 
     computed on the same basis as in effect immediately 
     prior to the date of termination, which bonus shall be 
     paid as and when the same would have otherwise been 
     payable under the bonus plan had the Agreement not 
     been terminated.  For purposes of this Section 8(c), 
     Executive shall be deemed to be disabled if, on account 
     of illness or other incapacity, he has been unable to 
     perform his duties for seventy-five (75) consecutive 
     days and, in the good faith judgment of the Board of 
     Directors, will be unable to perform his duties hereunder 
     for a period of twelve (12) consecutive months.  The 
     Company shall continue to pay Executive his base salary 
     and other employment benefits hereunder prior to the 
     
<PAGE>     
     
     termination by the Board of Directors pursuant to this 
     Section 8(c) even though Executive is disabled during 
     that period of time.

	  (d)     Severance payments due under Section 
     8(a) shall be paid when due regardless of whether 
     Executive accepts employment with a new employer.

	  (e)     The Company and Executive 
     acknowledge that they are entering into a change of 
     control Agreement ("Control Agreement") regarding the 
     Executive's employment upon the event of a change of 
     control of the Company as defined in the Control 
     Agreement (the "Change of Control").  In the event of a 
     Change of Control the Control Agreement shall govern 
     Executive's future employment.

     9.      Confidentiality.  From and after the date hereof, 
Executive shall, and shall cause his affiliates and representatives 
to, keep confidential and not disclose to any other person or use 
for his own benefit or the benefit of any other person any trade 
secrets or other confidential proprietary information in his or 
their possession or control regarding the Company or its 
affiliates or their respective businesses and operations.  The 
obligation of Executive under this Section 9 shall not apply to 
information which (i) is or becomes generally available to the 
public without breach of the commitment provided for in this 
Section; or (ii) is required to be disclosed by law, order or 
regulation of a court or tribunal or governmental authority; 
provided, however, that, in any such case, Executive shall notify 
the Company as early as reasonably practicable prior to 
disclosure to allow the Company to take appropriate measures to 
preserve the confidentiality of such information.
     
     10.     Stock Options.  The Company has granted to 
Executive, on terms to be set forth in the separate option 
agreement attached hereto, options to acquire shares of capital 
stock of the Company.
     
     11.     Competition; Solicitation.  Executive hereby 
agrees that during the Term he will not, unless authorized in 
writing to do so by the Company, (a) directly or indirectly own, 
manage, operate, join, control or participate in the ownership, 
management, operation or control of, or be employed or 
otherwise connected in any substantial manner with any business 
which directly or indirectly competes to a material extent with 
any line of business of the Company or its subsidiaries; 
provided, that nothing in this Agreement shall prohibit Executive 
from acquiring up to 2% of any class of outstanding equity 
securities of any corporation whose equity securities are 
regularly traded on a national securities exchange or in the 
"over-the-counter market"; (b) recruit any employee of the 
Company or solicit or induce, or attempt to solicit or induce, any 
employee of the Company to terminate his or her employment 
with, or otherwise cease his or her relationship with, the 
Company; or (c) solicit, divert or take away, or attempt to solicit, 
divert or to take away, the business or patronage of any of the 
clients, customers or accounts as prospective clients, customers 
or accounts, of the Company.  Provided that the Company pays 
the Executive (i) the severance payment due to Executive in 
accordance with Section 8(a) hereof or, (ii) an amount equal to 
the Section 8(a) severance payment within thirty (30) days 
following the effective date of Executive's termination, the 
covenants contained in the preceding sentence regarding 
competition and solicitation shall extend for a period of one year 
from the termination or expiration of the Term in consideration 
for such payment.  

     12.     Equitable Relief.  The Company and Executive 
confirm that the restrictions contained in Sections hereof are, in 
view of the nature of the business of the Company, reasonable 

<PAGE>

and necessary to protect the legitimate interests of the Company 
and that any violation of any provision of Sections will result in 
irreparable injury to the Company.  Executive hereby agrees 
that, in the event of any breach or threatened breach of the terms 
or conditions of this Agreement by Executive, the Company's 
remedies at law will be inadequate and, in any such event, the 
Company shall be entitled to commence an action for 
preliminary and permanent injunctive relief and other equitable 
relief in any court of competent jurisdiction.

     13.     Indemnity.  The Company agrees to indemnify 
Executive against all costs, charges and expenses incurred or 
sustained by Executive in connection with any action, suit or 
proceeding to which he may be a party by reason of being or 
having been a director, officer or employee at the request of the 
Company to the fullest extent permitted by applicable law.

     14.     Amendment.  This Agreement contains and its 
terms constitute the entire Agreement of the parties and 
supersedes all prior Agreements regarding employment, and may 
be amended only by a written document signed by both parties to 
this Agreement

     15.     Governing Law. This Agreement shall be 
governed by the laws of the State of Mississippi.  The parties 
hereby irrevocably consent to, and waive any objection to the 
exercise of, personal jurisdiction by the state and federal courts 
located in the State of Mississippi with respect to any action or 
proceeding arising out of this Agreement.

     16.     Attorneys' Fees.  The Company agrees to pay, 
to the full extent permitted by law, all legal fees and expenses 
which the Executive may reasonably incur as a result of any 
contest (only to the extent the Executive prevails in the outcome 
thereof) by the Company of the validity or enforceability of, or 
liability under, any provision of this Agreement (including as a 
result of any contest by the Executive about the amount of any 
payment pursuant to this Agreement).

     17.     Severability.  Should any provision hereof be 
deemed, for any reason whatsoever, to be invalid or inoperative, 
that provision shall be deemed severable and shall not affect the 
force and validity of all other provisions of this Agreement.

     18.     Survival.  All provisions which may reasonably 
be interpreted or construed to survive the expiration or 
termination of this Agreement shall survive the expiration or 
termination of this Agreement.

     19.     Notices.  Any notice, request or instruction to be 
given hereunder shall be in writing and shall be deemed given 
when personally delivered or three (3) days after being sent by 
certified mail, postage prepaid, to the other party at such party's 
address set forth below.

     IF TO EXECUTIVE:

	 R. Barry Cannada
	 c/o Jitney-Jungle Stores of America, Inc.
	 P.O. Box 3409
	 Jackson, Mississippi 39207-3409

<PAGE>


     IF TO COMPANY:
	 
	 Jitney-Jungle Stores of America, Inc.
	 P.O. Box 3409
	 Jackson, Mississippi 39207-3409
	 Attention: Michael E. Julian

	 with a copy to:

	 Bruckmann, Rosser, Sherrill & Co., Inc.
	 126 East 56th Street, 29th Floor
	 New York, New York 10022
	 Attention: Harold O. Rosser II

Each party may change the address to which notices from the 
other party are to be sent by notifying such party of its new 
address in accordance with this Section 16.

     20.     Waiver.  No waiver of any condition, obligation 
or term hereof shall constitute a waiver of any other or a waiver 
of a subsequent right to demand strict compliance with all 
conditions, obligations and terms hereof.

     21.     Successors. This Agreement, including the 
documents and instruments referred to herein, shall inure to the 
benefit of and be binding upon and enforceable against the heirs, 
legal representatives, successors, and assigns of the parties 
hereto.

     22.     Delegation of Duties.  Executive may not 
delegate or assign any of his duties or obligations hereunder.  
With the exception of assigning duties to the Executive relating 
to the business of the affiliates or any subsidiaries of the 
Company and with the exception of an assignment to any 
acquiror in connection with (i) an acquisition of 50% or more of 
the Company's voting stock, (ii) a merger or consolidation of the 
Company resulting in the holders of the Company's voting stock 
immediately prior to such transaction holding less than 50% of 
the total voting common stock of the surviving corporation after 
such termination or (iii) a sale or exchange of all or substantially 
all of the property or assets of the Company, the Company shall 
have no right to assign this Agreement without Executive's 
written consent.

     23.     Partial Invalidity.  If any provision in this 
Agreement is held by a court of competent jurisdiction to be 
invalid, void or unenforceable, the remaining provisions shall, 
nevertheless, continue in full force and without being impaired 
or invalidated in any way.

     24.     Entire Agreement.  This Agreement contains the 
entire agreement between the parties hereto with respect to the 
transactions contemplated hereby and supersedes all prior 
arrangements or understandings with respect thereto.

     Executed as of the day and year first above written.
 
			  JITNEY-JUNGLE STORES OF AMERICA, INC.
			  ("Company")

			  
			  By:             
			       Name:   
			       Title:  
			  
			  
			  
			  
			  R. BARRY CANNADA ("Executive")