EXHIBIT 10.18
		    
		    
		    
		    CHANGE OF CONTROL AGREEMENT

     AGREEMENT by and between Jitney-Jungle 
Stores of America, Inc., a Mississippi corporation (the 
"Company") and Michael E. Julian (the "Executive"), 
dated as of the ____ day of ____________, 1999.

     The Board of Directors of the Company (the 
"Board"), has determined that it is in the best interest 
of the Company and its shareholders to assure that 
the Company will have the continued dedication of 
the Executive, notwithstanding the possibility, threat 
or occurrence of a Change of Control (as defined 
below) of the Company.  The Board believes it is 
imperative to diminish the inevitable distraction of the 
Executive by virtue of the personal uncertainties and 
risks created by a pending or threatened Change of 
Control and to encourage the Executive's full 
attention and dedication to the Company currently 
and in the event of any threatened or pending 
Change of Control, and to provide the Executive with 
compensation and benefits arrangements upon a 
Change of Control which ensure that the 
compensation and benefits expectations of the 
Executive will be satisfied and which are competitive 
with those of other corporations.  Therefore, in order 
to accomplish these objectives, the Board has caused 
the Company to enter into this Agreement.
     
     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1. Certain Definitions.

     (a) The "Effective Date" shall mean the first 
date during the Change of Control Period (as defined 
in Section 1(b) on which a Change of Control (as 
defined in Section 2) occurs. Anything in this 
Agreement to the contrary notwithstanding, if a 
Change of Control occurs and if the Executive's 
employment with the Company is terminated prior to 
the date on which the Change of Control occurs, and 
if it is reasonably demonstrated by the Executive that 
such termination of employment (i) was at the request 
of a third party who has taken steps reasonably 
calculated to effect the Change of Control or (ii) 
otherwise arose in connection with or anticipation of 
the Change of Control, then for all purposes of this 
Agreement the "Effective Date" shall mean the date 
immediately prior to the date of such termination of 
employment.

     (b) The "Change of Control Period" shall 
mean the period commencing on the date hereof and 
ending on the third anniversary of such date; 
provided, however, that commencing on the date one 
year after the date hereof, and on each annual 
anniversary of such date (such date and each 
anniversary thereof shall be hereinafter referred to as 
the "Renewal Date"), the Change of Control Period 
shall be automatically extended so as to terminate 
three years from such Renewal Date, unless at least 

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60 days prior to the Renewal Date the Company shall 
give notice to the Executive that the change of 
Control Period shall not be so extended.

     2. Change of Control.  For the purposes of 
this Agreement, a "Change of Control" shall mean:

     (a) The acquisition by any individual, entity, 
or group (within the meaning of Section 13(d)(3) or 
14(d)(2) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act")) of beneficial 
ownership (within the meaning of Rule 13d-3 
promulgated under the Exchange Act) of 20% or 
more of either (i) the then outstanding shares of 
common stock of the Company (the "Outstanding 
Company Common Stock") or (ii) the combined voting 
power of the then outstanding voting securities of the 
Company entitled to vote generally in the election of 
directors (the "Outstanding Company Voting 
Securities"); provided, however, that the following 
acquisitions shall not constitute a Change of Control: 
(i) any acquisition directly from the Company, unless 
such acquisition causes an individual, entity or group 
(other than Bruckmann, Rosser, Sherrill & Co., L.P.) 
to beneficially own more than 50% of either the 
Outstanding Company Common Stock or the 
Outstanding Company Voting Securities, (ii) any 
acquisition by the Company or any of its subsidiaries, 
(iii) any acquisition by any employee benefit plan (or 
related trust) sponsored or maintained by the 
Company or any of its subsidiaries, (iv) any 
acquisition by any corporation with respect to which, 
following such acquisition, more than 60% of, 
respectively, the then outstanding shares of common 
stock of such corporation and the combined voting 
power of the then outstanding voting securities of 
such corporation entitled to vote generally in the 
election of directors is then beneficially owned, 
directly or indirectly, by all or substantially all of the 
individuals and entities who were the beneficial 
owners, respectively, of the Outstanding Company 
Common Stock and Company Voting Securities 
immediately prior to such acquisition in substantially 
the same proportions as their ownership, immediately 
prior to such acquisition, of the Outstanding Company 
Common Stock and outstanding Company Voting 
Securities, as the case may be, (v) any acquisition by 
an underwriter or dealer in connection with a public 
offering registered under the Securities Act of 1933, 
as amended; or (vi) any acquisition of the Company's 
common stock from underwriters or dealers in an 
initial public offering registered under the Securities 
Act of 1933, as amended; provided further, however, 
that if and for so long as Bruckmann, Rosser, Sherrill 
& Co., L.P. beneficially owns more of both 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities than the 
acquiring individual, entity or group, a Change of 
Control shall not have occurred.  Shareholders party 
to shareholders agreements in effect on the date of 
this Agreement shall not be considered a group for 
purposes of this Agreement solely as a result of such 
agreements or as a result of such shareholders voting 
in accordance with the terms of such agreements. In 
addition, it is specifically acknowledged that, as long 
as Bruckmann, Rosser, Sherrill & Co., L.P. 

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beneficially owns 20% or more of the Outstanding 
Company Common Stock or Outstanding Company 
Voting Securities, a Change of control shall not occur 
solely as a result of the acquisition of additional 
shares of Outstanding Company Common Stock or 
Outstanding Company Voting Securities by (x) 
Bruckmann, Rosser, Sherrill & Co., L.P. or (y) the 
manager of Bruckmann, Rosser, Sherrill & Co., L.P., 
BRS Partners, Limited Partnership, BRSE 
Associates, Inc., Bruce C. Bruckmann, Harold O. 
Rosser II, Stephen C. Sherrill, Stephen F. Edwards or 
Paul D. Kaminski, as long as such individual or entity 
in this clause (y) does not after such acquisition 
beneficially own 20% or more of such securities when 
considered alone or as a part of any group of which 
Bruckmann, Rosser, Sherrill & Co., L.P. is not a 
member.

     (b) A development whereby the individuals 
who, as of the date hereof, constitute the Board (the 
"Incumbent Board") cease for any reason to constitute 
at least a majority of the Board; provided, however, 
that any individual becoming a director subsequent to 
the date hereof whose election, or nomination for 
election by the Company's shareholders, was 
approved by a vote of at least a majority of the 
directors then comprising the Incumbent Board shall 
be considered member of the Incumbent Board, but 
excluding, for this purpose, any such individual whose 
initial assumption of office occurs as a result of either 
an actual or threatened election contest (such as 
terms are used in Rule 14a-11 of Regulation 14A 
promulgate under the Exchange Act) or other actual 
or threatened solicitation of proxies or consents; or

     (c) Consummation by the Company of a 
reorganization, merger or consolidation, in each case, 
with respect to which all or substantially all of the 
individuals and entities who were the beneficial 
owners, respectively, of the Outstanding Company 
Common Stock and Outstanding Company Voting 
Securities immediately prior to such reorganization, 
merger or consolidation do not, following such 
reorganization, merger or consolidation, beneficially 
own, directly or indirectly, more than 60% of, 
respectively, then outstanding shares of common 
stock and the combined voting power of the then 
outstanding voting securities entitled to vote generally 
in the election of directors, as the case may be, of the 
corporation resulting from such reorganization, 
merger or consolidation in substantially the same 
proportions as their ownership, immediately prior to 
such reorganization, merger or consolidation of the 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities, as the case 
may be; or

     (d) (i)  Approval by the shareholders of the 
Company of a complete liquidation or dissolution of 
the Company or (ii) consummation of the sale or 
disposition of all or substantially all of the assets of 
the Company, other than to a corporation, with 
respect to which following such sale or other 
disposition, more than 60% of, respectively, the then 
outstanding shares of common stock of such 
corporation and the combined voting power of the 
then outstanding voting securities of such corporation 
entitled to vote generally in the election of directors is 
then beneficially owned, directly or indirectly, by all or 

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substantially all of the individuals and entities who 
were the beneficial owners, respectively, of the 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities immediately 
prior to such sale or other disposition in substantially 
the same proportion as their ownership, immediately 
prior to such sale or other disposition, of the 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities, as the case 
may be.

     3. Employment Period.  The Company 
hereby agrees to continue the Executive in its 
employ, and the Executive hereby agrees to remain in 
the employ of the Company, for the period 
commencing on the Effective Date and ending on the 
second anniversary of such date (the "Employment 
Period").

     4. Terms of Employment.

     (a) Position and Duties.

	  (i) During the Employment Period, 
     (A) the Executive's position (including status, 
     officers, titles  and reporting requirements), 
     authority, duties and responsibilities shall be at 
     least commensurate in all material respects 
     with the most significant of those held, 
     exercised and assigned at a time during the 
     90-day period immediately preceding the 
     Effective Date and (B) the Executive's services 
     shall be performed at the location where the 
     Executive was employed immediately 
     preceding the Effective Date or any office or 
     location less than 35 miles from such location.
     
	  (ii) During the Employment Period, 
     and excluding any periods of sick leave to 
     which the Executive is entitled, the Executive 
     agrees to devote reasonable attention and 
     time during normal business hours to the 
     business and affairs of the Company and, to 
     the extent necessary to discharge the 
     responsibilities assigned to the Executive 
     hereunder, to use the Executive's reasonable 
     best efforts to perform faithfully and efficiently 
     such responsibilities.  During the Employment 
     Period it shall not be a violation of this 
     Agreement for the Executive to (A) serve on 
     corporate, civic or charitable boards or 
     committees, (B) deliver lectures, fulfill speaking 
     engagements or teach at educational 
     institutions and (C) manage personal 
     investments, so long as such activities do not 
     significantly interfere with the performance of 
     the Executive's responsibilities as an employee 
     of the Company in accordance with this 
     Agreement.  It is expressly understood and 
     agreed that to the extent that any such 
     activities have been conducted by the 
     Executive prior to the Effective Date, the 
     continued conduct of such activities (or the 
     conduct of activities similar in nature and 
     scope thereto) subsequent to the Effective 
     Date shall not thereafter be deemed to 
     interfere with the performance of the 
     Executive's responsibilities to the Company.
     
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     (b) Compensation.
	  
	  (i) Base Salary.  During the 
     Employment Period, the Executive shall 
     receive an annual base salary, payable in 
     equal monthly installments, at least equal to 
     twelve times the highest monthly base salary 
     paid or payable to the Executive by the 
     Company and its affiliated companies during 
     the twelve month period immediately preceding 
     the month in which the Effective Date occurs 
     ("Annual Base Salary").  As used in this 
     Agreement, the term "affiliated companies" 
     shall include any company controlled by, 
     controlling or under common control with the 
     Company.
     
	  (ii) Annual Bonus.  In addition to 
     Annual Base Salary, the Executive shall be 
     awarded, for each fiscal year ending during the 
     Employment Period, an annual bonus (the 
     "Annual Bonus") in cash at least equal to the 
     average annual bonus paid or payable to the 
     Executive by the Company and its affiliated 
     companies in respect of the three fiscal years 
     (annualized for any fiscal year consisting of 
     less than twelve full months or with respect to 
     which the Executive has been employed by the 
     Company for less than twelve full months) 
     immediately preceding the fiscal year in which 
     the Effective Date occurs (the "Recent Average 
     Bonus").  Such annual Bonus shall be paid no 
     later than the third month of the fiscal year next 
     following the fiscal year for which the annual 
     Bonus is awarded, unless the Executive shall 
     elect to defer the receipt of such Annual 
     Bonus.
     
	  (iii) Incentive, Savings and 
     Retirement Plans.  During the Employment 
     Period, the Executive shall be entitled to 
     participate in all incentive, savings and 
     retirement plans, practices, policies and 
     programs applicable generally to other peer 
     executives of the Company and its affiliated 
     companies, but in no event shall such plans, 
     practices, policies and programs provide the 
     Executive with incentive opportunities 
     (measured with respect to both regular and 
     special incentive opportunities, to the extent, if 
     any, that such distinction is applicable), 
     savings opportunities and retirement benefit 
     opportunities, in each case, less favorable, in 
     the aggregate, than the most favorable of 
     those provided by the Company and its 
     affiliated companies for the Executive under 
     such plans, practices, policies and programs 
     as in effect at any time during the 90-day 
     period immediately preceding the Effective 
     Date, or, if more favorable to the Executive, 
     those provided generally to other peer 
     executives of the company and its affiliated 
     companies at any time after the Effective Date.
     
	  (iv) Welfare Benefit Plans.  During 
     the Employment Period and for a period of one 
     year thereafter, provided the Executive 
     remains employed by the Company, the 
     Executive and/or the Executive's family, as the 
     case may be shall be eligible for participation 
     in and shall receive all benefits under welfare 
     
     
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     benefit plans, practices, policies and programs 
     provided by the Company and its affiliated 
     companies (including, without limitation, 
     medical, prescription, dental, disability, salary, 
     continuance, employee life, group life, 
     accidental death and travel accident insurance 
     plans and programs) to the extent applicable 
     generally to other peer executives of the 
     Company and its affiliated companies, but in 
     no event shall such plans, practices, policies 
     and programs provide the Executive with 
     benefits which are less favorable, in the 
     aggregate, than the most favorable of such 
     plans, practices, policies and programs in 
     effect for the Executive at any time during the 
     90-day period immediately preceding the 
     Effective Date or if more favorable to the 
     Executive, those provided generally to other 
     peer executives of the Company and its 
     affiliated companies at any time after the 
     Effective Date.
	  
	  (v) Expenses.  During the 
     Employment Period, the Executive shall be 
     entitled to receive prompt reimbursement for all 
     reasonable expenses incurred by the 
     Executive in accordance with the most 
     favorable policies, practices and procedures of 
     the Company and its affiliated companies in 
     effect for the Executive at any time during the 
     90-day period immediately preceding the 
     Effective Date or, if more favorable to the 
     Executive, as in effect generally with respect to 
     other peer executives of the Company and its 
     affiliated companies at any time thereafter.
	  
	  (vi) Fringe Benefits.  During the 
     Employment Period, the Executive shall be 
     entitled to fringe benefits in accordance with 
     the most favorable plans, practices, programs 
     and policies of the Company and its affiliated 
     companies in effect for the Executive at any 
     time during the 90-day period immediately 
     preceding the Effective Date or, if more 
     favorable to the Executive, as in effect 
     generally with respect to other peer executives 
     of the Company and its affiliated companies at 
     any time thereafter.
     
	  (vii) Office and Support Staff.  During 
     the Employment Period, the Executive shall be 
     entitled to an office or offices of a size and with 
     furnishings and other appointments, and to 
     secretarial and other assistance, at least equal 
     to the most favorable of the foregoing provided 
     to the Executive by the Company and its 
     affiliated companies at any time during the 90-
     day period immediately preceding the Effective 
     Date or, if more favorable to the Executive, as 
     provided generally with respect to other peer 
     executives of the Company and its affiliated 
     companies at any time thereafter.
     
	  (viii) Vacation. During the Employment 
     Period, the Executive shall be entitled to paid 
     vacation in accordance with the most favorable 
     plans, policies and practices of the Company 
     and its affiliated companies in effect for the 
     Executive at any time during the 90-day period 
     immediately preceding the Effective Date or, if 
     
<PAGE>     
     
     more favorable to the Executive, as in effect 
     generally with respect to other peer executives 
     of the Company and its affiliated companies at 
     any time thereafter.
     
     5. Termination of Employment.
     
     (a) Death or Disability.  The Executive's 
employment shall terminate automatically upon the 
Executive's death during the Employment Period.  If 
the Company determines in good faith that the 
Disability of the Executive has occurred during the 
Employment Period (pursuant to the definition of 
Disability set forth below), it may give to the Executive 
written notice in accordance with Section 12(b) of this 
Agreement of its intention to terminate the Executive's 
employment.  In such event, the Executive's 
employment with the Company shall terminate 
effective on the 15th day after receipt of such notice by 
the Executive (the "Disability Effective Date"), 
provided that, within the 15 days after such receipt, 
the Executive shall not have returned to full-time 
performance of the Executive's duties.  For purposes 
of this Agreement, "Disability" shall mean the absence 
of the Executive from the Executive's duties with the 
Company on a full-time basis for 180 consecutive 
business days as a result of incapacity due to mental 
or physical illness which is determined to be total and 
permanent by a physician selected by the Company 
or its insurers and acceptable to the Executive or the 
Executive's legal representative (such agreement as 
to acceptability not to be withheld unreasonably).
     
     (b) Cause  The Company may terminate 
the Executive's employment during the Employment 
Period for Cause.  For purposes of this Agreement, 
"Cause" shall mean (i) repeated violations by the 
Executive of the Executive's obligations under 
Section 4(a) of this Agreement (other than as a result 
of incapacity due to physical or mental illness) which 
are demonstrably willful and deliberate on the 
Executive's part, which are committed in bad faith or 
without reasonable belief that such violations are in 
the best interest of the Company and which are not 
remedied in a reasonable period of time after receipt 
of written notice from the Company specifying such 
violations or (ii) the conviction of the Executive of a 
felony involving moral turpitude.
     
     (c) Good Reason.  The Executive's 
employment may be terminated during the 
Employment Period by the Executive for Good 
Reason.  For purposes of this Agreement, "Good 
Reason" shall mean:
	  
	  (i) the assignment to the Executive 
     of any duties inconsistent in any respect with 
     the Executive's position (including status, 
     offices, titles and reporting requirements), 
     authority, duties or responsibilities as 
     contemplated by Section 4(a) of this 
     Agreement, or any other action by the 
     Company which results in a diminution in such 
     position, authority, duties and responsibilities, 
     excluding for this purpose an isolated, 
     insubstantial and inadvertent action not taken 
     
<PAGE>     
     
     
     in bad faith and which is remedied by the 
     Company promptly after receipt of notice 
     thereof given by the Executive;
     
	  (ii) any failure by the Company to 
     comply with any of the provisions of Section 
     4(b) of this Agreement, other than an isolated, 
     insubstantial and inadvertent failure not 
     occurring in bad faith and which is remedied by 
     the Company promptly after receipt of notice 
     thereof given by the Executive;
     
	  (iii) the Company's requiring the 
     Executive to be based at any office or location 
     other than that described in Section 4(a)(i)(B) 
     hereof;
     
	  (iv) any purported termination by the 
     Company of the Executive's employment 
     otherwise than as expressly permitted by this 
     Agreement; or
     
	  (v) any failure by the Company to 
     comply with and satisfy Section 11(c) of this 
     Agreement, provided that such successor has 
     received at least ten days prior written notice 
     from the Company or the Executive of the 
     requirements of Section 11(c) of the 
     Agreement.

For purposes of this Section 5(c), any good faith 
determination of "Good Reason" made by the 
Executive shall be conclusive.

     (d) Notice of Termination.  Any termination 
by the Company for Cause or by the Executive for 
Good Reason, shall be communicated by Notice of 
Termination to the other party hereto given in 
accordance with Section 12(b) of this Agreement.  For 
purposes of this Agreement, a "Notice of Termination" 
means a written notice which (i) indicates the specific 
termination provision in this Agreement relied upon, 
(ii) to the extent applicable, sets forth in reasonable 
detail the facts and circumstances claimed to provide 
a basis for termination of the Executive's employment 
under the provision so indicated, and (iii) if the Date of 
Termination (as defined below) is other than the date 
of receipt of such notice, specifies the termination 
date (which date shall be not more than fifteen days 
after the giving of such notice).  The failure by the 
Executive or the Company to set forth in the Notice of 
Termination any fact or circumstance which 
contributes to a showing of Good Reason or Cause 
shall not waive any right of the Executive or the 
Company hereunder or preclude the Executive or the 
Company from asserting such fact or circumstance in 
enforcing the Executive's or the Company's rights 
hereunder.
     
     (e) Date of Termination.  "Date of 
Termination" means (i) if the Executive's employment 
is terminated by the Company for Cause or by the 
Executive for Good Reason, the date of receipt of the 
Notice of Termination or any later date specified 
therein, as the case may be, (ii) if the Executive's 
employment is terminated by the Company other than 
for Cause or Disability, the Date of Termination shall 

<PAGE>

be the date on which the Company notifies the 
Executive of such termination, or (iii) if the Executive's 
employment is terminated by reason of death or 
Disability, the Date of Termination shall be the date of 
death of the Executive or the Disability Effective Date, 
as the case may be.

     6. Obligations of the Company upon Termination.

     (a) Good Reason; Death or Disability; Other 
Than for Cause.  If, during the Employment Period, 
the Company shall terminate the Executive's 
employment upon the Executive's death or Disability 
or other than for Cause, or the Executive shall 
terminate employment for Good Reason, then all 
obligations of the Company and the Executive under 
Section 4 shall terminate as of the Date of 
Termination and:
	  
	  (i) the Company shall pay to the 
     Executive, his estate or his beneficiary, as 
     applicable, in a lump sum in cash within 30 
     days after the Date of Termination the 
     aggregate of the following amounts (such 
     aggregate shall be hereinafter referred to as 
     the "Special Termination Amount"), subject to 
     Section 9(a)(i) of this Agreement:
	       
	       (A) the sum of (1) the 
	  Executive's Annual Base Salary through 
	  the Date of Termination to the extent not 
	  theretofore paid, (2) the product of (x) 
	  the "Highest Annual Bonus" which is 
	  equal to the greater of (i) the Annual 
	  Bonus paid or payable to the Executive 
	  (and annualized for any fiscal year 
	  consisting of less than twelve full 
	  months or for which the Executive has 
	  been employed for less than twelve full 
	  months) for the most recently completed 
	  fiscal year during the Employment 
	  Period, if any, and (ii) the Recent 
	  Average Bonus and (y) a fraction, the 
	  numerator of which is the number of 
	  days in the current fiscal year through 
	  the Date of Termination, and the 
	  denominator of which is 365 and (3) any 
	  compensation previously deferred by 
	  the Executive (together with any 
	  accrued interest or earnings thereon) 
	  and any accrued vacation pay, in each 
	  case to the extent not theretofore paid 
	  (the sum of the amounts described in 
	  clauses (1), (2) and (3) shall be 
	  hereinafter referred to as the "Accrued 
	  Obligations"); and
	  
	       (B) provided that the payment 
	  is approved by the separate vote of the 
	  holders of 75% or more of the voting 
	  power of all outstanding stock of the 
	  Company, the amount equal to the 
	  product of (1) two and (2) the sum of (x) 
	  the Executive's Annual Base Salary and 
	  (y) the Highest Annual Bonus; provided, 
	  however, that such amount shall be paid 
	  in lieu of, and the Executive hereby 
	  waives the right to receive, any other 
	  amount of severance relating to salary 
	  or bonus continuation to be received by 
	  
<PAGE>          
	  
	  the Executive upon such termination of 
	  employment under any severance plan, 
	  policy or arrangement of the Company; 
	  and

	  (ii) for the period from the Date of 
     Termination through the first  anniversary of 
     such date, or such longer period as any plan, 
     program, practice or policy may provide, the 
     Company shall continue to provide Executive 
     an automobile at least in the manner as has 
     been provided in accordance with the plans, 
     programs, practices and policies described in 
     Section 4(b)(vi) of this Agreement and shall 
     also  continue benefits to the Executive and/or 
     the Executive's family at least equal to those 
     which would have been provided to them in 
     accordance with the plans, programs, practices 
     and policies described in Section 4(b)(iv) of 
     this Agreement if the Executive's employment 
     had not been terminated in accordance with 
     the most favorable plans, practices, programs 
     or policies of the Company and its affiliated 
     companies applicable generally to other peer 
     executives and their families during the 90-day 
     period immediately preceding the Effective 
     Date or, if more favorable to the Executive, as 
     in effect generally with respect to other peer 
     executives of the Company and its affiliated 
     companies and their families at any time 
     thereafter, provided, however, that if the 
     Executive becomes reemployed with another 
     employer, all such benefits shall terminate 
     upon such employment.  Notwithstanding the 
     foregoing, when the Company's obligations to 
     provide benefits under this paragraph 
     terminate, the Executive will have the right to 
     continue such benefits at his own expense for 
     eighteen months.  The Executive shall notify 
     the Company promptly upon his acceptance of 
     new employment.  The Executive shall notify 
     the Company promptly upon his acceptance of 
     new employment.  For purposes of determining 
     eligibility of the Executive for retiree benefits 
     pursuant to such plans, practices, programs 
     and policies, the Executive shall be considered 
     to have remained employed until the end of the 
     Employment Period and to have retired on the 
     last day of such period; and
     
	  (iii) to the extent not theretofore paid 
     or provided, subject to Section 9(a)(i) of this 
     Agreement, the Company shall timely pay or 
     provide to the Executive, his estate or his 
     beneficiary, as applicable, any other amounts 
     or benefits required to be paid or provided or 
     which the Executive, his estate or his 
     beneficiary, as applicable, is eligible to receive 
     pursuant to this Agreement and any plan, 
     program, policy or practice or contract or 
     agreement of the Company and its affiliated 
     companies (such other amounts and benefits 
     shall be hereinafter referred to as the "Other 
     Benefits"); and
     
	  (iv) if the Executive's employment is 
     terminated by reason of the Executive's death 
     during the Employment Period, anything in this 
     Agreement to the contrary notwithstanding, the 
     Executive's family shall be entitled to receive 
     benefits at least equal to the most favorable 
     
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     benefits provided by the Company and any of 
     its affiliated companies to surviving families of 
     peer executives of the Company and such 
     affiliated companies under such plans, 
     programs, practices and policies relating to 
     family death benefits, if any, as in effect with 
     respect to other peer executives and their 
     families at any time during the 90-day period 
     immediately preceding the Effective Date or, if 
     more favorable to the Executive and/or the 
     Executive's family, as in effect on the date of 
     the Executive's death with respect to other 
     peer executives of the Company and its 
     affiliated companies and their families; and
     
	  (v) if the Executive's employment is 
     terminated by reason of the Executive's 
     Disability during the Employment Period, 
     anything in this Agreement to the contrary 
     notwithstanding, the Executive shall be entitled 
     after the Disability Effective Date to receive 
     disability and other benefits at least equal to 
     the most favorable to those generally provided 
     by the Company and its affiliated companies to 
     disabled executives and/or their families in 
     accordance with such plans, programs, 
     practices and policies relating to disability, if 
     any, as in effect generally with respect to other 
     peer executives and their families at any time 
     during the 90-day period immediately 
     preceding the Effective Date or, if more 
     favorable to the Executive and/or the 
     Executive's family, as in effect at any time 
     thereafter generally with respect to other peer 
     executives of the Company and its affiliated 
     companies and their families.
     
     (b) Cause; Other than for Good Reason.  If 
the Executive's employment shall be terminated for 
cause during the Employment Period, this Agreement 
shall terminate without further obligations to the 
Executive other than the obligation to pay to the 
Executive Annual Base Salary through the Date of 
Termination plus the amount of any compensation 
previously deferred by the Executive, if each case to 
the extent theretofore unpaid, and the timely payment 
or provision of Other Benefits.  If the Executive 
terminates employment during the Employment 
Period, excluding a termination for Good Reason, this 
Agreement shall terminate without further obligations 
to the Executive, other than for Accrued Obligations 
and the timely payment or provision of Other Benefits; 
in such case, all Accrued Obligations shall be paid to 
the Executive in a lump sum in cash within 30 days of 
the Date of Termination.
     
     (c) Termination Following the Expiration of 
the Employment Period.  If the Executive's 
employment shall be terminated by the Company 
without Cause during the one-year period following 
the expiration of the Employment Period, for the 
remainder of such one-year period, or such longer 
period as any plan, program, practice or policy may 
provide, the Company shall continue benefits to the 
Executive and/or the Executive's family at least equal 
to those which would have been provided to them in 
accordance with the plans, programs, practices and 
policies described in Section 4(b)(iv) of this 
Agreement if the Executive's employment had not 
been terminated in accordance with the most 
favorable plans, practices, programs or policies of the 
Company and its affiliated companies applicable 
generally to other peer executives and their families 
during the 90-day period immediately preceding the 
Effective Date or, if more favorable to the Executive, 
as in effect generally with respect to other peer 

<PAGE>

executives of the Company and its affiliated 
companies and their families at any time thereafter, 
provided, however, that if the Executive becomes 
reemployed with another employer, all such benefits 
shall terminate upon such employment.  
Notwithstanding the foregoing, when the Company's 
obligations to provide benefits under this paragraph 
terminate, the Executive will have the right to continue 
such benefits at his own expense for eighteen 
months.

     7. Non-Exclusivity of Rights.  Except as 
provided in Sections 6(a)(i)(B), 6(a)(ii) and 12(f) of 
this Agreement, nothing in this Agreement shall 
prevent or limit the Executive's continuing or future 
participation in any plan, program, policy or practice 
provided by the Company or any of its affiliated 
companies and for which the Executive may qualify, 
nor shall anything herein limit or otherwise affect such 
rights as the Executive may have under any contract 
or agreement with the Company or any of its affiliated 
companies.  Amounts which are vested benefits or 
which the Executive is otherwise entitled to receive 
under any plan, policy, practice or program of or any 
contract or agreement with the Company or any of its 
affiliated companies at or subsequent to the Date of 
Termination shall be payable in accordance with such 
plan, policy, practice or program or contract or 
agreement except as explicitly modified by this 
Agreement.

     8. Full Settlement.  The Company's 
obligation to make the payments provided for in this 
Agreement and otherwise to perform its obligations 
hereunder shall not be affected by any set-off, 
counterclaim, recoupment, defense or other claim, 
right or action which the Company may have against 
the Executive or others.  In no event shall the 
Executive be obligated to seek other employment or 
take any other action by way of mitigation of the 
amounts payable to the Executive under any of the 
provisions of this Agreement and, except as provided 
in Section 6(a)(ii) of this Agreement, such amounts 
shall not be reduced whether or not the Executive 
obtains other employment.  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 (regardless of the 
outcome thereof) by the Company, the Executive or 
others of the validity or enforceability of, or liability 
under, any provision of this Agreement or any 
guarantee of performance thereof (including as a 
result of any contest by the Executive about the 
amount of any payment pursuant to his Agreement), 
plus in each case interest on any delayed payment at 
the applicable Federal rate provided for in Section 
7872(f)(2)(A) of the Internal Revenue Code of 1986, 
as amended (the "Code").

<PAGE>

     9. Certain Reductions in the Payment by the Company. 

     (a) Anything in this Agreement to the 
contrary notwithstanding, in the event it shall be 
determined that any payment or distribution by the 
Company to or for the Employee's benefit (whether 
paid or payable or distributed or distributed pursuant 
to the terms of this Agreement or otherwise) (a 
"Payment") would be nondeductible by the Company 
for Federal income tax purposes because of Section 
280G of the Code, then the aggregate present value 
of amounts payable or distributable to or for the 
Executive's benefit pursuant to this Agreement (such 
payments or distributions pursuant to this Agreement 
are hereinafter referred to as "Agreement Payments") 
shall be reduced (but not below zero) to the Reduced 
Amount. The "Reduced Amount" shall be the greater 
of (i) the highest aggregate present value of 
Agreement Payments that can be paid without 
causing any payments or benefits hereunder to be an 
Excess Parachute Payment or (ii) the largest portion, 
up to and including the total, of the Agreement 
Payments that after taking into account all applicable 
state and Federal taxes (computed at the highest 
applicable marginal rate) including any taxes payable 
pursuant to Section 4999 of the Code, results in a 
greater after-tax benefit to the Executive than the 
after-tax benefit to the Executive of the amount 
calculated under (i) hereof (computed at the highest 
applicable marginal rate).  For purposes of this 
Section 9, present value shall be determined in 
accordance with Section 280G(d)(4) of the Code.

     (b) Subject to the provisions of Section 9(c), 
all determinations required to be made under this 
Section 9 shall be made by the Company's 
independent accountants (the "Accounting Firm") 
which shall provide detailed supporting calculations 
both to the Company and the Executive within 15 
business days of the receipt of notice from the 
Executive that there has been a Payment, or such 
earlier time as is requested by the Company.  In the 
event that the Accounting Firm is serving as 
accountant or auditor for the individual, entity or 
group effecting the Change of Control, the Executive 
and the Company shall mutually appoint another 
accounting firm to make the determinations required 
hereunder.  All fees and expenses of the Accounting 
Firm shall be borne solely by the Company.  If the 
Accounting Firm determines that no Excise Tax is 
payable by the Executive, it shall furnish the 
Executive with a written opinion that failure to report 
the Excise Tax on the Executive's applicable federal 
income tax return would not result in the imposition of 
a negligence or similar penalty.  Any determination by 
the Accounting Firm shall be binding upon the 
Company and the Executive.  If the Accounting Firm 
determines that a reduction pursuant to Section 9(a) 
is necessary, the Employee shall determine which 
and how much of the Agreement Payments (or, at the 
election of the Employee, other payments) shall be 
eliminated or reduced consistent with the 
requirements of this Section 9, provided that, if the 
Employee does not make such determination within 
ten business days of the receipt of the calculations 
made by the Accounting Firm the Company shall 
elect which and how much of the Agreement 
Payments shall be eliminated or reduced consistent 
with the Requirements of this Section 9 and shall 
notify the Employee promptly of such election.  Within 

<PAGE>


five business days thereafter, the Company shall pay 
the Employee or distribute to or for the Employee's 
benefit such amounts as are then due to the 
Employee under this Agreement.

     (c) As a result of the uncertainty in the 
application of Section 280G of the Code at the time of 
the initial determination by the Accounting Firm 
hereunder, it is possible that Agreement Payments 
will have been made by the Company which should 
not have been made ("Overpayment") or that 
additional Agreement Payments which will have not 
been made by the Company could have been made 
("Underpayment"), in each case, consistent with the 
calculations required to be made hereunder.  In the 
event that the Accounting Firm determines that an 
Overpayment has been made, any such 
Overpayment shall be treated for all purposes as a 
loan to the Employee which the Employee shall repay 
to the Company together with interest at the 
applicable Federal rate provided for in Section 
7872(f)(2) of the Code.  In the event that the 
Accounting Firm determines that an Underpayment 
has occurred, any such Underpayment shall be 
promptly paid by the Company to or for the benefit of 
the Employee together with interest at the applicable 
Federal rate provided for in Section 7872(f)(2) of the 
Code.

     10. Confidential Information.  The Executive 
shall hold in a fiduciary capacity for the benefit of the 
Company all secret or confidential information, 
knowledge or data relating to the Company or any of 
its affiliated companies, and their respective 
businesses, which shall have been obtained by the 
Executive during the Executive's employment by the 
Company or any of its affiliated companies and which 
shall not be or become public knowledge (other than 
by acts by the Executive or representatives of the 
Executive in violation of this Agreement).  After 
termination of the Executive's employment with the 
Company, the Executive shall not, without the prior 
written consent of the Company or as may otherwise 
be required by law or legal process, communicate or 
divulge any such information, knowledge or data to 
anyone other than the Company and those 
designated by it.  In no event shall an asserted 
violation of the provisions of this Section 10 constitute 
a basis for deferring or withholding any amounts 
otherwise payable to the Executive under this 
Agreement.

     11. Successors.  (a)  This Agreement is 
personal to the Executive and without the prior written 
consent of the Company shall not be assignable by 
the Executive otherwise than by will or the laws of 
descent and distribution.  This Agreement shall inure 
to the benefit of an be enforceable by the Executive's 
legal representative.

     (b) This Agreement shall inure to the 
benefit of and be binding upon the Company and its 
successors and assigns.

     (c) The Company will require any 
successor (whether direct or indirect, by purchase, 
merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the 


<PAGE>

Company to assume expressly and agree to perform 
this Agreement in the same manner and to the same 
extent that the Company would be required to 
perform it if no such succession had taken place.  As 
used in this Agreement, "Company" shall mean the 
Company as hereinbefore defined and any successor 
to its business and/or assets as aforesaid which 
assumes and agrees to perform this Agreement by 
operation of law, or otherwise.

     12. Miscellaneous.  
     
     (a) This Agreement shall be governed by 
and construed in accordance with the laws of the 
State of Mississippi without reference to principles of 
conflict of laws.  The captions of this Agreement are 
not part of the provisions hereof and shall have no 
force or effect.  This Agreement may not be amended 
or modified otherwise than by a written agreement 
executed by the parties hereto or their respective 
successors and legal representative.

     (b) All notices and other communications 
hereunder shall be in writing and shall be given by 
hand delivery to the other party or by registered or 
certified mail, return receipt requested, postage 
prepaid, addressed as follows:
     
     If to the Executive:

	At the home address reflected in the 
	Company's personnel records.
	
     If to the Company:

	Jitney-Jungle Stores of America, Inc.
	1770 Ellis Avenue, Suite 200
	Jackson, MS  39204
	Attention:  Chief Executive Officer

or to such other address as either party shall have 
furnished to the other in writing in accordance 
herewith.  Notice and communications shall be 
effective when actually received by the addressee.

     (c) The invalidity or unenforceability of any 
provision of this Agreement shall not affect the validity 
or enforceability of any other provision of this 
Agreement.

     (d) The Company may withhold from any 
amounts payable under this Agreement such Federal, 
state or local taxes as shall be required to be withheld 
pursuant to any applicable law or regulation.

<PAGE>


     (e) The Executive's or the Company's 
failure to insist upon strict compliance with any 
provision hereof or any other provision of this 
Agreement or the failure to asset any right the 
Executive or the Company may have hereunder, 
including, without limitation, the right of the Executive 
to terminate employment for Good Reason pursuant 
to Section 5(c)(i)-(v) of this Agreement, shall not be 
deemed to be a waiver of such provision or right or 
any other provision or right of this Agreement.

     (f) The Executive and the Company 
acknowledge that, except as may otherwise be 
provided under any other written employment 
agreement between the Executive and the Company, 
the employment of the Executive by the Company is 
"at will" and, prior to the Effective Date, may be 
terminated by either the Executive or the Company at 
any time.  Moreover, if prior to the Effective Date the 
Executive's employment with the Company 
terminates, then the Executive shall have no further 
rights under this Agreement.  If the Executive has a 
written employment agreement with the Company, 
that agreement shall be superseded by this 
Agreement upon a Change of Control; provided, that 
the salary, bonus, incentive, savings, retirement, 
welfare benefits, expense reimbursement, fringe 
benefits, office and support staff and vacation 
provisions, if any, of such agreement shall provide the 
applicable measure of compensation provided to the 
Executive by the Company and its affiliated 
companies prior to the Change of Control for 
purposes of this Agreement (unless the Company and 
its affiliated companies in fact provided compensation 
higher than the compensation required to be provided 
under the agreement, in which case the higher 
amount or benefit shall apply), but provided further, 
however, that any provisions with respect to 
severance benefits in such agreement shall no longer 
be applicable and shall be replaced by the benefits 
provided under this Agreement.  Notwithstanding 
anything herein to the contrary, the provisions of 
Section 10 of that certain Employment Agreement 
between the Executive and Company dated effective 
February 23, 1997 shall continue even after this 
Agreement is effective unless otherwise modified in 
writing by both the Executive and the Company.

<PAGE>

     IN WITNESS WHEREOF, the Executive 
has hereunto set the Executive's hand and, pursuant 
to the authorization from its Board of Directors, the 
Company has caused these presents to be executed 
in its name on its behalf, all as of the day and year 
first above written.
	
	
	
	
			       EXECUTIVE:


			
			
			       Name: Michael E. Julian

			       
			       JITNEY-JUNGLE STORES OF AMERICA,       
			       INC.:

			       
			       By:             
				    Name:  
				    Title:          
			
	
<PAGE>


		      CHANGE OF CONTROL AGREEMENT

     AGREEMENT by and between Jitney-Jungle 
Stores of America, Inc., a Mississippi corporation (the 
"Company") and Ronald E. Johnson (the "Executive"), 
dated as of the ____ day of ____________, 1999.

     The Board of Directors of the Company (the 
"Board"), has determined that it is in the best interest 
of the Company and its shareholders to assure that 
the Company will have the continued dedication of 
the Executive, notwithstanding the possibility, threat 
or occurrence of a Change of Control (as defined 
below) of the Company.  The Board believes it is 
imperative to diminish the inevitable distraction of the 
Executive by virtue of the personal uncertainties and 
risks created by a pending or threatened Change of 
Control and to encourage the Executive's full 
attention and dedication to the Company currently 
and in the event of any threatened or pending 
Change of Control, and to provide the Executive with 
compensation and benefits arrangements upon a 
Change of Control which ensure that the 
compensation and benefits expectations of the 
Executive will be satisfied and which are competitive 
with those of other corporations.  Therefore, in order 
to accomplish these objectives, the Board has caused 
the Company to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
     
     1. Certain Definitions.
     
     (a) The "Effective Date" shall mean the first 
date during the Change of Control Period (as defined 
in Section 1(b) on which a Change of Control (as 
defined in Section 2) occurs. Anything in this 
Agreement to the contrary notwithstanding, if a 
Change of Control occurs and if the Executive's 
employment with the Company is terminated prior to 
the date on which the Change of Control occurs, and 
if it is reasonably demonstrated by the Executive that 
such termination of employment (i) was at the request 
of a third party who has taken steps reasonably 
calculated to effect the Change of Control or (ii) 
otherwise arose in connection with or anticipation of 
the Change of Control, then for all purposes of this 
Agreement the "Effective Date" shall mean the date 
immediately prior to the date of such termination of 
employment.

     (b) The "Change of Control Period" shall 
mean the period commencing on the date hereof and 
ending on the third anniversary of such date; 
provided, however, that commencing on the date one 
year after the date hereof, and on each annual 
anniversary of such date (such date and each 
anniversary thereof shall be hereinafter referred to as 
the "Renewal Date"), the Change of Control Period 
shall be automatically extended so as to terminate 
three years from such Renewal Date, unless at least 

<PAGE>

60 days prior to the Renewal Date the Company shall 
give notice to the Executive that the change of 
Control Period shall not be so extended.

     2. Change of Control.  For the purposes of 
this Agreement, a "Change of Control" shall mean:

     (a) The acquisition by any individual, entity, 
or group (within the meaning of Section 13(d)(3) or 
14(d)(2) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act")) of beneficial 
ownership (within the meaning of Rule 13d-3 
promulgated under the Exchange Act) of 20% or 
more of either (i) the then outstanding shares of 
common stock of the Company (the "Outstanding 
Company Common Stock") or (ii) the combined voting 
power of the then outstanding voting securities of the 
Company entitled to vote generally in the election of 
directors (the "Outstanding Company Voting 
Securities"); provided, however, that the following 
acquisitions shall not constitute a Change of Control: 
(i) any acquisition directly from the Company, unless 
such acquisition causes an individual, entity or group 
(other than Bruckmann, Rosser, Sherrill & Co., L.P.) 
to beneficially own more than 50% of either the 
Outstanding Company Common Stock or the 
Outstanding Company Voting Securities, (ii) any 
acquisition by the Company or any of its subsidiaries, 
(iii) any acquisition by any employee benefit plan (or 
related trust) sponsored or maintained by the 
Company or any of its subsidiaries, (iv) any 
acquisition by any corporation with respect to which, 
following such acquisition, more than 60% of, 
respectively, the then outstanding shares of common 
stock of such corporation and the combined voting 
power of the then outstanding voting securities of 
such corporation entitled to vote generally in the 
election of directors is then beneficially owned, 
directly or indirectly, by all or substantially all of the 
individuals and entities who were the beneficial 
owners, respectively, of the Outstanding Company 
Common Stock and Company Voting Securities 
immediately prior to such acquisition in substantially 
the same proportions as their ownership, immediately 
prior to such acquisition, of the Outstanding Company 
Common Stock and outstanding Company Voting 
Securities, as the case may be, (v) any acquisition by 
an underwriter or dealer in connection with a public 
offering registered under the Securities Act of 1933, 
as amended; or (vi) any acquisition of the Company's 
common stock from underwriters or dealers in an 
initial public offering registered under the Securities 
Act of 1933, as amended; provided further, however, 
that if and for so long as Bruckmann, Rosser, Sherrill 
& Co., L.P. beneficially owns more of both 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities than the 
acquiring individual, entity or group, a Change of 
Control shall not have occurred.  Shareholders party 
to shareholders agreements in effect on the date of 
this Agreement shall not be considered a group for 
purposes of this Agreement solely as a result of such 
agreements or as a result of such shareholders voting 
in accordance with the terms of such agreements. In 
addition, it is specifically acknowledged that, as long 
as Bruckmann, Rosser, Sherrill & Co., L.P. 
beneficially owns 20% or more of the Outstanding 
Company Common Stock or Outstanding Company 
Voting Securities, a Change of control shall not occur 
solely as a result of the acquisition of additional 
shares of Outstanding Company Common Stock or 


<PAGE>

Outstanding Company Voting Securities by (x) 
Bruckmann, Rosser, Sherrill & Co., L.P. or (y) the 
manager of Bruckmann, Rosser, Sherrill & Co., L.P., 
BRS Partners, Limited Partnership, BRSE 
Associates, Inc., Bruce C. Bruckmann, Harold O. 
Rosser II, Stephen C. Sherrill, Stephen F. Edwards or 
Paul D. Kaminski, as long as such individual or entity 
in this clause (y) does not after such acquisition 
beneficially own 20% or more of such securities when 
considered alone or as a part of any group of which 
Bruckmann, Rosser, Sherrill & Co., L.P. is not a 
member.

     (b) A development whereby the individuals 
who, as of the date hereof, constitute the Board (the 
"Incumbent Board") cease for any reason to constitute 
at least a majority of the Board; provided, however, 
that any individual becoming a director subsequent to 
the date hereof whose election, or nomination for 
election by the Company's shareholders, was 
approved by a vote of at least a majority of the 
directors then comprising the Incumbent Board shall 
be considered member of the Incumbent Board, but 
excluding, for this purpose, any such individual whose 
initial assumption of office occurs as a result of either 
an actual or threatened election contest (such as 
terms are used in Rule 14a-11 of Regulation 14A 
promulgate under the Exchange Act) or other actual 
or threatened solicitation of proxies or consents; or

     (c) Consummation by the Company of a 
reorganization, merger or consolidation, in each case, 
with respect to which all or substantially all of the 
individuals and entities who were the beneficial 
owners, respectively, of the Outstanding Company 
Common Stock and Outstanding Company Voting 
Securities immediately prior to such reorganization, 
merger or consolidation do not, following such 
reorganization, merger or consolidation, beneficially 
own, directly or indirectly, more than 60% of, 
respectively, then outstanding shares of common 
stock and the combined voting power of the then 
outstanding voting securities entitled to vote generally 
in the election of directors, as the case may be, of the 
corporation resulting from such reorganization, 
merger or consolidation in substantially the same 
proportions as their ownership, immediately prior to 
such reorganization, merger or consolidation of the 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities, as the case 
may be; or

     (d) (i)  Approval by the shareholders of the 
Company of a complete liquidation or dissolution of 
the Company or (ii) consummation of the sale or 
disposition of all or substantially all of the assets of 
the Company, other than to a corporation, with 
respect to which following such sale or other 
disposition, more than 60% of, respectively, the then 
outstanding shares of common stock of such 
corporation and the combined voting power of the 
then outstanding voting securities of such corporation 
entitled to vote generally in the election of directors is 
then beneficially owned, directly or indirectly, by all or 


<PAGE>

substantially all of the individuals and entities who 
were the beneficial owners, respectively, of the 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities immediately 
prior to such sale or other disposition in substantially 
the same proportion as their ownership, immediately 
prior to such sale or other disposition, of the 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities, as the case 
may be.

     3. Employment Period.  The Company 
hereby agrees to continue the Executive in its 
employ, and the Executive hereby agrees to remain in 
the employ of the Company, for the period 
commencing on the Effective Date and ending on the 
second anniversary of such date (the "Employment 
Period").
     
     4. Terms of Employment.

     (a) Position and Duties.

	  (i) During the Employment Period, 
     (A) the Executive's position (including status, 
     officers, titles  and reporting requirements), 
     authority, duties and responsibilities shall be at 
     least commensurate in all material respects 
     with the most significant of those held, 
     exercised and assigned at a time during the 
     90-day period immediately preceding the 
     Effective Date and (B) the Executive's services 
     shall be performed at the location where the 
     Executive was employed immediately 
     preceding the Effective Date or any office or 
     location less than 35 miles from such location.

	  (ii) During the Employment Period, 
     and excluding any periods of sick leave to 
     which the Executive is entitled, the Executive 
     agrees to devote reasonable attention and 
     time during normal business hours to the 
     business and affairs of the Company and, to 
     the extent necessary to discharge the 
     responsibilities assigned to the Executive 
     hereunder, to use the Executive's reasonable 
     best efforts to perform faithfully and efficiently 
     such responsibilities.  During the Employment 
     Period it shall not be a violation of this 
     Agreement for the Executive to (A) serve on 
     corporate, civic or charitable boards or 
     committees, (B) deliver lectures, fulfill speaking 
     engagements or teach at educational 
     institutions and (C) manage personal 
     investments, so long as such activities do not 
     significantly interfere with the performance of 
     the Executive's responsibilities as an employee 
     of the Company in accordance with this 
     Agreement.  It is expressly understood and 
     agreed that to the extent that any such 
     activities have been conducted by the 
     Executive prior to the Effective Date, the 
     continued conduct of such activities (or the 
     conduct of activities similar in nature and 
     scope thereto) subsequent to the Effective 
     Date shall not thereafter be deemed to 
     interfere with the performance of the 
     Executive's responsibilities to the Company.
     
<PAGE>

     (b) Compensation.

	  (i) Base Salary.  During the 
     Employment Period, the Executive shall 
     receive an annual base salary, payable in 
     equal monthly installments, at least equal to 
     twelve times the highest monthly base salary 
     paid or payable to the Executive by the 
     Company and its affiliated companies during 
     the twelve month period immediately preceding 
     the month in which the Effective Date occurs 
     ("Annual Base Salary").  As used in this 
     Agreement, the term "affiliated companies" 
     shall include any company controlled by, 
     controlling or under common control with the 
     Company.

	  (ii) Annual Bonus.  In addition to 
     Annual Base Salary, the Executive shall be 
     awarded, for each fiscal year ending during the 
     Employment Period, an annual bonus (the 
     "Annual Bonus") in cash at least equal to the 
     average annual bonus paid or payable to the 
     Executive by the Company and its affiliated 
     companies in respect of the three fiscal years 
     (annualized for any fiscal year consisting of 
     less than twelve full months or with respect to 
     which the Executive has been employed by the 
     Company for less than twelve full months) 
     immediately preceding the fiscal year in which 
     the Effective Date occurs (the "Recent Average 
     Bonus").  Such annual Bonus shall be paid no 
     later than the third month of the fiscal year next 
     following the fiscal year for which the annual 
     Bonus is awarded, unless the Executive shall 
     elect to defer the receipt of such Annual 
     Bonus.


	  (iii) Incentive, Savings and 
     Retirement Plans.  During the Employment 
     Period, the Executive shall be entitled to 
     participate in all incentive, savings and 
     retirement plans, practices, policies and 
     programs applicable generally to other peer 
     executives of the Company and its affiliated 
     companies, but in no event shall such plans, 
     practices, policies and programs provide the 
     Executive with incentive opportunities 
     (measured with respect to both regular and 
     special incentive opportunities, to the extent, if 
     any, that such distinction is applicable), 
     savings opportunities and retirement benefit 
     opportunities, in each case, less favorable, in 
     the aggregate, than the most favorable of 
     those provided by the Company and its 
     affiliated companies for the Executive under 
     such plans, practices, policies and programs 
     as in effect at any time during the 90-day 
     period immediately preceding the Effective 
     Date, or, if more favorable to the Executive, 
     those provided generally to other peer 
     executives of the company and its affiliated 
     companies at any time after the Effective Date.
	  
	  (iv) Welfare Benefit Plans.  During 
     the Employment Period and for a period of one 
     year thereafter, provided the Executive 
     remains employed by the Company, the 
     Executive and/or the Executive's family, as the 
     case may be shall be eligible for participation 
     in and shall receive all benefits under welfare 
     benefit plans, practices, policies and programs 
     
<PAGE>     
     
     provided by the Company and its affiliated 
     companies (including, without limitation, 
     medical, prescription, dental, disability, salary, 
     continuance, employee life, group life, 
     accidental death and travel accident insurance 
     plans and programs) to the extent applicable 
     generally to other peer executives of the 
     Company and its affiliated companies, but in 
     no event shall such plans, practices, policies 
     and programs provide the Executive with 
     benefits which are less favorable, in the 
     aggregate, than the most favorable of such 
     plans, practices, policies and programs in 
     effect for the Executive at any time during the 
     90-day period immediately preceding the 
     Effective Date or if more favorable to the 
     Executive, those provided generally to other 
     peer executives of the Company and its 
     affiliated companies at any time after the 
     Effective Date.
     
	  (v) Expenses.  During the 
     Employment Period, the Executive shall be 
     entitled to receive prompt reimbursement for all 
     reasonable expenses incurred by the 
     Executive in accordance with the most 
     favorable policies, practices and procedures of 
     the Company and its affiliated companies in 
     effect for the Executive at any time during the 
     90-day period immediately preceding the 
     Effective Date or, if more favorable to the 
     Executive, as in effect generally with respect to 
     other peer executives of the Company and its 
     affiliated companies at any time thereafter.
     
	  (vi) Fringe Benefits.  During the 
     Employment Period, the Executive shall be 
     entitled to fringe benefits in accordance with 
     the most favorable plans, practices, programs 
     and policies of the Company and its affiliated 
     companies in effect for the Executive at any 
     time during the 90-day period immediately 
     preceding the Effective Date or, if more 
     favorable to the Executive, as in effect 
     generally with respect to other peer executives 
     of the Company and its affiliated companies at 
     any time thereafter.
     
	  (vii) Office and Support Staff.  During 
     the Employment Period, the Executive shall be 
     entitled to an office or offices of a size and with 
     furnishings and other appointments, and to 
     secretarial and other assistance, at least equal 
     to the most favorable of the foregoing provided 
     to the Executive by the Company and its 
     affiliated companies at any time during the 90-
     day period immediately preceding the Effective 
     Date or, if more favorable to the Executive, as 
     provided generally with respect to other peer 
     executives of the Company and its affiliated 
     companies at any time thereafter.
     
	  (viii) Vacation. During the Employment 
     Period, the Executive shall be entitled to paid 
     vacation in accordance with the most favorable 
     plans, policies and practices of the Company 
     and its affiliated companies in effect for the 
     Executive at any time during the 90-day period 
     
<PAGE>     
     
     immediately preceding the Effective Date or, if 
     more favorable to the Executive, as in effect 
     generally with respect to other peer executives 
     of the Company and its affiliated companies at 
     any time thereafter.
     
     5. Termination of Employment.

     (a) Death or Disability.  The Executive's 
employment shall terminate automatically upon the 
Executive's death during the Employment Period.  If 
the Company determines in good faith that the 
Disability of the Executive has occurred during the 
Employment Period (pursuant to the definition of 
Disability set forth below), it may give to the Executive 
written notice in accordance with Section 12(b) of this 
Agreement of its intention to terminate the Executive's 
employment.  In such event, the Executive's 
employment with the Company shall terminate 
effective on the 15th day after receipt of such notice by 
the Executive (the "Disability Effective Date"), 
provided that, within the 15 days after such receipt, 
the Executive shall not have returned to full-time 
performance of the Executive's duties.  For purposes 
of this Agreement, "Disability" shall mean the absence 
of the Executive from the Executive's duties with the 
Company on a full-time basis for 180 consecutive 
business days as a result of incapacity due to mental 
or physical illness which is determined to be total and 
permanent by a physician selected by the Company 
or its insurers and acceptable to the Executive or the 
Executive's legal representative (such agreement as 
to acceptability not to be withheld unreasonably).

     (b) Cause  The Company may terminate 
the Executive's employment during the Employment 
Period for Cause.  For purposes of this Agreement, 
"Cause" shall mean (i) repeated violations by the 
Executive of the Executive's obligations under 
Section 4(a) of this Agreement (other than as a result 
of incapacity due to physical or mental illness) which 
are demonstrably willful and deliberate on the 
Executive's part, which are committed in bad faith or 
without reasonable belief that such violations are in 
the best interest of the Company and which are not 
remedied in a reasonable period of time after receipt 
of written notice from the Company specifying such 
violations or (ii) the conviction of the Executive of a 
felony involving moral turpitude.

     (c) Good Reason.  The Executive's 
employment may be terminated during the 
Employment Period by the Executive for Good 
Reason.  For purposes of this Agreement, "Good 
Reason" shall mean:

	  (i) the assignment to the Executive 
     of any duties inconsistent in any respect with 
     the Executive's position (including status, 
     offices, titles and reporting requirements), 
     authority, duties or responsibilities as 
     contemplated by Section 4(a) of this 
     Agreement, or any other action by the 
     Company which results in a diminution in such 
     position, authority, duties and responsibilities, 
     excluding for this purpose an isolated, 
     insubstantial and inadvertent action not taken 
     
<PAGE>     
     
     
     in bad faith and which is remedied by the 
     Company promptly after receipt of notice 
     thereof given by the Executive;
	  
	  (ii) any failure by the Company to 
     comply with any of the provisions of Section 
     4(b) of this Agreement, other than an isolated, 
     insubstantial and inadvertent failure not 
     occurring in bad faith and which is remedied by 
     the Company promptly after receipt of notice 
     thereof given by the Executive;
     
	  (iii) the Company's requiring the 
     Executive to be based at any office or location 
     other than that described in Section 4(a)(i)(B) 
     hereof;
	  
	  (iv) any purported termination by the 
     Company of the Executive's employment 
     otherwise than as expressly permitted by this 
     Agreement; or
     
	  (v) any failure by the Company to 
     comply with and satisfy Section 11(c) of this 
     Agreement, provided that such successor has 
     received at least ten days prior written notice 
     from the Company or the Executive of the 
     requirements of Section 11(c) of the 
     Agreement.

For purposes of this Section 5(c), any good faith 
determination of "Good Reason" made by the 
Executive shall be conclusive.
     
     (d) Notice of Termination.  Any termination 
by the Company for Cause or by the Executive for 
Good Reason, shall be communicated by Notice of 
Termination to the other party hereto given in 
accordance with Section 12(b) of this Agreement.  For 
purposes of this Agreement, a "Notice of Termination" 
means a written notice which (i) indicates the specific 
termination provision in this Agreement relied upon, 
(ii) to the extent applicable, sets forth in reasonable 
detail the facts and circumstances claimed to provide 
a basis for termination of the Executive's employment 
under the provision so indicated, and (iii) if the Date of 
Termination (as defined below) is other than the date 
of receipt of such notice, specifies the termination 
date (which date shall be not more than fifteen days 
after the giving of such notice).  The failure by the 
Executive or the Company to set forth in the Notice of 
Termination any fact or circumstance which 
contributes to a showing of Good Reason or Cause 
shall not waive any right of the Executive or the 
Company hereunder or preclude the Executive or the 
Company from asserting such fact or circumstance in 
enforcing the Executive's or the Company's rights 
hereunder.

     (e) Date of Termination.  "Date of 
Termination" means (i) if the Executive's employment 
is terminated by the Company for Cause or by the 
Executive for Good Reason, the date of receipt of the 
Notice of Termination or any later date specified 
therein, as the case may be, (ii) if the Executive's 
employment is terminated by the Company other than 
for Cause or Disability, the Date of Termination shall 

<PAGE>

be the date on which the Company notifies the 
Executive of such termination, or (iii) if the Executive's 
employment is terminated by reason of death or 
Disability, the Date of Termination shall be the date of 
death of the Executive or the Disability Effective Date, 
as the case may be.

     6. Obligations of the Company upon Termination.

     (a) Good Reason; Death or Disability; Other 
Than for Cause.  If, during the Employment Period, 
the Company shall terminate the Executive's 
employment upon the Executive's death or Disability 
or other than for Cause, or the Executive shall 
terminate employment for Good Reason, then all 
obligations of the Company and the Executive under 
Section 4 shall terminate as of the Date of 
Termination and:
	       (i) the Company shall pay to the 
	  Executive, his estate or his beneficiary, as 
	  applicable, in a lump sum in cash within 30 
	  days after the Date of Termination the 
	  aggregate of the following amounts (such 
	  aggregate shall be hereinafter referred to as 
	  the "Special Termination Amount"), subject to 
	  Section 9(a)(i) of this Agreement:
	  
		     (A) the sum of (1) the 
		Executive's Annual Base Salary through 
		the Date of Termination to the extent not 
		theretofore paid, (2) the product of (x) 
		the "Highest Annual Bonus" which is 
		equal to the greater of (i) the Annual 
		Bonus paid or payable to the Executive 
		(and annualized for any fiscal year 
		consisting of less than twelve full 
		months or for which the Executive has 
		been employed for less than twelve full 
		months) for the most recently completed 
		fiscal year during the Employment 
		Period, if any, and (ii) the Recent 
		Average Bonus and (y) a fraction, the 
		numerator of which is the number of 
		days in the current fiscal year through 
		the Date of Termination, and the 
		denominator of which is 365 and (3) any 
		compensation previously deferred by 
		the Executive (together with any 
		accrued interest or earnings thereon) 
		and any accrued vacation pay, in each 
		case to the extent not theretofore paid 
		(the sum of the amounts described in 
		clauses (1), (2) and (3) shall be 
		hereinafter referred to as the "Accrued 
		Obligations"); and


		     (B) provided that the payment 
		is approved by the separate vote of the 
		holders of 75% or more of the voting 
		power of all outstanding stock of the 
		Company, the amount equal to the 
		product of (1) two and (2) the sum of (x) 
		the Executive's Annual Base Salary and 
		(y) the Highest Annual Bonus; provided, 
		however, that such amount shall be paid 
		in lieu of, and the Executive hereby 
		waives the right to receive, any other 
		amount of severance relating to salary 
		or bonus continuation to be received by 
		
<PAGE>                
		
		the Executive upon such termination of 
		employment under any severance plan, 
		policy or arrangement of the Company; 
		and

		(ii) for the period from the Date of 
	   Termination through the first anniversary of 
	   such date, or such longer period as any plan, 
	   program, practice or policy may provide, the 
	   Company shall continue to provide Executive 
	   an automobile at least in the manner as has 
	   been provided in accordance with the plans, 
	   programs, practices and policies described in 
	   section 4(b)(vi) of this Agreement and shall 
	   also  continue benefits to the Executive and/or 
	   the Executive's family at least equal to those 
	   which would have been provided to them in 
	   accordance with the plans, programs, practices 
	   and policies described in Section 4(b)(iv) of 
	   this Agreement if the Executive's employment 
	   had not been terminated in accordance with 
	   the most favorable plans, practices, programs 
	   or policies of the Company and its affiliated 
	   companies applicable generally to other peer 
	   executives and their families during the 90-day 
	   period immediately preceding the Effective 
	   Date or, if more favorable to the Executive, as 
	   in effect generally with respect to other peer 
	   executives of the Company and its affiliated 
	   companies and their families at any time 
	   thereafter, provided, however, that if the 
	   Executive becomes reemployed with another 
	   employer, all such benefits shall terminate 
	   upon such employment.  Notwithstanding the 
	   foregoing, when the Company's obligations to 
	   provide benefits under this paragraph 
	   terminate, the Executive will have the right to 
	   continue such benefits at his own expense for 
	   eighteen months.  The Executive shall notify 
	   the Company promptly upon his acceptance of 
	   new employment.  The Executive shall notify 
	   the Company promptly upon his acceptance of 
	   new employment.  For purposes of determining 
	   eligibility of the Executive for retiree benefits 
	   pursuant to such plans, practices, programs 
	   and policies, the Executive shall be considered 
	   to have remained employed until the end of the 
	   Employment Period and to have retired on the 
	   last day of such period; and
	   

		(iii) to the extent not theretofore paid 
	   or provided, subject to Section 9(a)(i) of this 
	   Agreement, the Company shall timely pay or 
	   provide to the Executive, his estate or his 
	   beneficiary, as applicable, any other amounts 
	   or benefits required to be paid or provided or 
	   which the Executive, his estate or his 
	   beneficiary, as applicable, is eligible to receive 
	   pursuant to this Agreement and any plan, 
	   program, policy or practice or contract or 
	   agreement of the Company and its affiliated 
	   companies (such other amounts and benefits 
	   shall be hereinafter referred to as the "Other 
	   Benefits"); and
	   
		(iv) if the Executive's employment is 
	   terminated by reason of the Executive's death 
	   during the Employment Period, anything in this 
	   Agreement to the contrary notwithstanding, the 
	   Executive's family shall be entitled to receive 
	   benefits at least equal to the most favorable 
	   benefits provided by the Company and any of 
	   

<PAGE>

	   its affiliated companies to surviving families of 
	   peer executives of the Company and such 
	   affiliated companies under such plans, 
	   programs, practices and policies relating to 
	   family death benefits, if any, as in effect with 
	   respect to other peer executives and their 
	   families at any time during the 90-day period 
	   immediately preceding the Effective Date or, if 
	   more favorable to the Executive and/or the 
	   Executive's family, as in effect on the date of 
	   the Executive's death with respect to other 
	   peer executives of the Company and its 
	   affiliated companies and their families; and
	   
		(v) if the Executive's employment is 
	   terminated by reason of the Executive's 
	   Disability during the Employment Period, 
	   anything in this Agreement to the contrary 
	   notwithstanding, the Executive shall be entitled 
	   after the Disability Effective Date to receive 
	   disability and other benefits at least equal to 
	   the most favorable to those generally provided 
	   by the Company and its affiliated companies to 
	   disabled executives and/or their families in 
	   accordance with such plans, programs, 
	   practices and policies relating to disability, if 
	   any, as in effect generally with respect to other 
	   peer executives and their families at any time 
	   during the 90-day period immediately 
	   preceding the Effective Date or, if more 
	   favorable to the Executive and/or the 
	   Executive's family, as in effect at any time 
	   thereafter generally with respect to other peer 
	   executives of the Company and its affiliated 
	   companies and their families.
	   
      (b) Cause; Other than for Good Reason.  If 
the Executive's employment shall be terminated for 
Cause during the Employment Period, this Agreement 
shall terminate without further obligations to the 
Executive other than the obligation to pay to the 
Executive Annual Base Salary through the Date of 
Termination plus the amount of any compensation 
previously deferred by the Executive, if each case to 
the extent theretofore unpaid, and the timely payment 
or provision of Other Benefits.  If the Executive 
terminates employment during the Employment 
Period, excluding a termination for Good Reason, this 
Agreement shall terminate without further obligations 
to the Executive, other than for Accrued Obligations 
and the timely payment or provision of Other Benefits; 
in such case, all Accrued Obligations shall be paid to 
the Executive in a lump sum in cash within 30 days of 
the Date of Termination.
      
      (c) Termination Following the Expiration of 
the Employment Period.  If the Executive's 
employment shall be terminated by the Company 
without Cause during the one-year period following 
the expiration of the Employment Period, for the 
remainder of such one-year period, or such longer 
period as any plan, program, practice or policy may 
provide, the Company shall continue benefits to the 
Executive and/or the Executive's family at least equal 
to those which would have been provided to them in 
accordance with the plans, programs, practices and 
policies described in Section 4(b)(iv) of this 
Agreement if the Executive's employment had not 
been terminated in accordance with the most 
favorable plans, practices, programs or policies of the 

<PAGE>

Company and its affiliated companies applicable 
generally to other peer executives and their families 
during the 90-day period immediately preceding the 
Effective Date or, if more favorable to the Executive, 
as in effect generally with respect to other peer 
executives of the Company and its affiliated 
companies and their families at any time thereafter, 
provided, however, that if the Executive becomes 
reemployed with another employer, all such benefits 
shall terminate upon such employment.  
Notwithstanding the foregoing, when the Company's 
obligations to provide benefits under this paragraph 
terminate, the Executive will have the right to continue 
such benefits at his own expense for eighteen 
months.

     7. Non-Exclusivity of Rights.  Except as 
provided in Sections 6(a)(i)(B), 6(a)(ii) and 12(f) of 
this Agreement, nothing in this Agreement shall 
prevent or limit the Executive's continuing or future 
participation in any plan, program, policy or practice 
provided by the Company or any of its affiliated 
companies and for which the Executive may qualify, 
nor shall anything herein limit or otherwise affect such 
rights as the Executive may have under any contract 
or agreement with the Company or any of its affiliated 
companies.  Amounts which are vested benefits or 
which the Executive is otherwise entitled to receive 
under any plan, policy, practice or program of or any 
contract or agreement with the Company or any of its 
affiliated companies at or subsequent to the Date of 
Termination shall be payable in accordance with such 
plan, policy, practice or program or contract or 
agreement except as explicitly modified by this 
Agreement.

     8. Full Settlement.  The Company's 
obligation to make the payments provided for in this 
Agreement and otherwise to perform its obligations 
hereunder shall not be affected by any set-off, 
counterclaim, recoupment, defense or other claim, 
right or action which the Company may have against 
the Executive or others.  In no event shall the 
Executive be obligated to seek other employment or 
take any other action by way of mitigation of the 
amounts payable to the Executive under any of the 
provisions of this Agreement and, except as provided 
in Section 6(a)(ii) of this Agreement, such amounts 
shall not be reduced whether or not the Executive 
obtains other employment.  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 (regardless of the 
outcome thereof) by the Company, the Executive or 
others of the validity or enforceability of, or liability 
under, any provision of this Agreement or any 
guarantee of performance thereof (including as a 
result of any contest by the Executive about the 
amount of any payment pursuant to his Agreement), 
plus in each case interest on any delayed payment at 
the applicable Federal rate provided for in Section 
7872(f)(2)(A) of the Internal Revenue Code of 1986, 
as amended (the "Code").

<PAGE>

     9. Certain Reductions in the Payment by 
the Company. 

     (a) Anything in this Agreement to the 
contrary notwithstanding, in the event it shall be 
determined that any payment or distribution by the 
Company to or for the Employee's benefit (whether 
paid or payable or distributed or distributed pursuant 
to the terms of this Agreement or otherwise) (a 
"Payment") would be nondeductible by the Company 
for Federal income tax purposes because of Section 
280G of the Code, then the aggregate present value 
of amounts payable or distributable to or for the 
Executive's benefit pursuant to this Agreement (such 
payments or distributions pursuant to this Agreement 
are hereinafter referred to as "Agreement Payments") 
shall be reduced (but not below zero) to the Reduced 
Amount. The "Reduced Amount" shall be the greater 
of (i) the highest aggregate present value of 
Agreement Payments that can be paid without 
causing any payments or benefits hereunder to be an 
Excess Parachute Payment or (ii) the largest portion, 
up to and including the total, of the Agreement 
Payments that after taking into account all applicable 
state and Federal taxes (computed at the highest 
applicable marginal rate) including any taxes payable 
pursuant to Section 4999 of the Code, results in a 
greater after-tax benefit to the Executive than the 
after-tax benefit to the Executive of the amount 
calculated under (i) hereof (computed at the highest 
applicable marginal rate).  For purposes of this 
Section 9, present value shall be determined in 
accordance with Section 280G(d)(4) of the Code.

     (b) Subject to the provisions of Section 9(c), 
all determinations required to be made under this 
Section 9 shall be made by the Company's 
independent accountants (the "Accounting Firm") 
which shall provide detailed supporting calculations 
both to the Company and the Executive within 15 
business days of the receipt of notice from the 
Executive that there has been a Payment, or such 
earlier time as is requested by the Company.  In the 
event that the Accounting Firm is serving as 
accountant or auditor for the individual, entity or 
group effecting the Change of Control, the Executive 
and the Company shall mutually appoint another 
accounting firm to make the determinations required 
hereunder.  All fees and expenses of the Accounting 
Firm shall be borne solely by the Company.  If the 
Accounting Firm determines that no Excise Tax is 
payable by the Executive, it shall furnish the 
Executive with a written opinion that failure to report 
the Excise Tax on the Executive's applicable federal 
income tax return would not result in the imposition of 
a negligence or similar penalty.  Any determination by 
the Accounting Firm shall be binding upon the 
Company and the Executive.  If the Accounting Firm 
determines that a reduction pursuant to Section 9(a) 
is necessary, the Employee shall determine which 
and how much of the Agreement Payments (or, at the 
election of the Employee, other payments) shall be 
eliminated or reduced consistent with the 
requirements of this Section 9, provided that, if the 
Employee does not make such determination within 
ten business days of the receipt of the calculations 
made by the Accounting Firm the Company shall 
elect which and how much of the Agreement 
Payments shall be eliminated or reduced consistent 
with the Requirements of this Section 9 and shall 
notify the Employee promptly of such election.  Within 


<PAGE>

five business days thereafter, the Company shall pay 
the Employee or distribute to or for the Employee's 
benefit such amounts as are then due to the 
Employee under this Agreement.

     (c) As a result of the uncertainty in the 
application of Section 280G of the Code at the time of 
the initial determination by the Accounting Firm 
hereunder, it is possible that Agreement Payments 
will have been made by the Company which should 
not have been made ("Overpayment") or that 
additional Agreement Payments which will have not 
been made by the Company could have been made 
("Underpayment"), in each case, consistent with the 
calculations required to be made hereunder.  In the 
event that the Accounting Firm determines that an 
Overpayment has been made, any such 
Overpayment shall be treated for all purposes as a 
loan to the Employee which the Employee shall repay 
to the Company together with interest at the 
applicable Federal rate provided for in Section 
7872(f)(2) of the Code.  In the event that the 
Accounting Firm determines that an Underpayment 
has occurred, any such Underpayment shall be 
promptly paid by the Company to or for the benefit of 
the Employee together with interest at the applicable 
Federal rate provided for in Section 7872(f)(2) of the 
Code.

     10. Confidential Information.  The Executive 
shall hold in a fiduciary capacity for the benefit of the 
Company all secret or confidential information, 
knowledge or data relating to the Company or any of 
its affiliated companies, and their respective 
businesses, which shall have been obtained by the 
Executive during the Executive's employment by the 
Company or any of its affiliated companies and which 
shall not be or become public knowledge (other than 
by acts by the Executive or representatives of the 
Executive in violation of this Agreement).  After 
termination of the Executive's employment with the 
Company, the Executive shall not, without the prior 
written consent of the Company or as may otherwise 
be required by law or legal process, communicate or 
divulge any such information, knowledge or data to 
anyone other than the Company and those 
designated by it.  In no event shall an asserted 
violation of the provisions of this Section 10 constitute 
a basis for deferring or withholding any amounts 
otherwise payable to the Executive under this 
Agreement.
     
     11. Successors.  (a)  This Agreement is 
personal to the Executive and without the prior written 
consent of the Company shall not be assignable by 
the Executive otherwise than by will or the laws of 
descent and distribution.  This Agreement shall inure 
to the benefit of an be enforceable by the Executive's 
legal representative.

     (b) This Agreement shall inure to the 
benefit of and be binding upon the Company and its 
successors and assigns.

     (c) The Company will require any 
successor (whether direct or indirect, by purchase, 
merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the 

<PAGE>


Company to assume expressly and agree to perform 
this Agreement in the same manner and to the same 
extent that the Company would be required to 
perform it if no such succession had taken place.  As 
used in this Agreement, "Company" shall mean the 
Company as hereinbefore defined and any successor 
to its business and/or assets as aforesaid which 
assumes and agrees to perform this Agreement by 
operation of law, or otherwise.

     12. Miscellaneous.  

     (a) This Agreement shall be governed by 
and construed in accordance with the laws of the 
State of Mississippi without reference to principles of 
conflict of laws.  The captions of this Agreement are 
not part of the provisions hereof and shall have no 
force or effect.  This Agreement may not be amended 
or modified otherwise than by a written agreement 
executed by the parties hereto or their respective 
successors and legal representative.
     
     (b) All notices and other communications 
hereunder shall be in writing and shall be given by 
hand delivery to the other party or by registered or 
certified mail, return receipt requested, postage 
prepaid, addressed as follows:
	
     If to the Executive:

	   At the home address reflected in the 
	   Company's personnel records.
	
     If to the Company:

	Jitney-Jungle Stores of America, Inc.
	1770 Ellis Avenue, Suite 200
	Jackson, MS  39204
	Attention:  Chief Executive Officer

or to such other address as either party shall have 
furnished to the other in writing in accordance 
herewith.  Notice and communications shall be 
effective when actually received by the addressee.

     (c) The invalidity or unenforceability of any 
provision of this Agreement shall not affect the validity 
or enforceability of any other provision of this 
Agreement.

     (d) The Company may withhold from any 
amounts payable under this Agreement such Federal, 
state or local taxes as shall be required to be withheld 
pursuant to any applicable law or regulation.

<PAGE>


     (e) The Executive's or the Company's 
failure to insist upon strict compliance with any 
provision hereof or any other provision of this 
Agreement or the failure to asset any right the 
Executive or the Company may have hereunder, 
including, without limitation, the right of the Executive 
to terminate employment for Good Reason pursuant 
to Section 5(c)(i)-(v) of this Agreement, shall not be 
deemed to be a waiver of such provision or right or 
any other provision or right of this Agreement.

     (f) The Executive and the Company 
acknowledge that, except as may otherwise be 
provided under any other written employment 
agreement between the Executive and the Company, 
the employment of the Executive by the Company is 
"at will" and, prior to the Effective Date, may be 
terminated by either the Executive or the Company at 
any time.  Moreover, if prior to the Effective Date the 
Executive's employment with the Company 
terminates, then the Executive shall have no further 
rights under this Agreement.  If the Executive has a 
written employment agreement with the Company, 
that agreement shall be superseded by this 
Agreement upon a Change of Control; provided, that 
the salary, bonus, incentive, savings, retirement, 
welfare benefits, expense reimbursement, fringe 
benefits, office and support staff and vacation 
provisions, if any, of such agreement shall provide the 
applicable measure of compensation provided to the 
Executive by the Company and its affiliated 
companies prior to the Change of Control for 
purposes of this Agreement (unless the Company and 
its affiliated companies in fact provided compensation 
higher than the compensation required to be provided 
under the agreement, in which case the higher 
amount or benefit shall apply), but provided further, 
however, that any provisions with respect to 
severance benefits in such agreement shall no longer 
be applicable and shall be replaced by the benefits 
provided under this Agreement.

     IN WITNESS WHEREOF, the Executive 
has hereunto set the Executive's hand and, pursuant 
to the authorization from its Board of Directors, the 
Company has caused these presents to be executed 
in its name on its behalf, all as of the day and year 
first above written.
	
	
	
	
			  EXECUTIVE:

			
			
			  
			  Name:  Ronald E. Johnson
			  
			  
			  JITNEY-JUNGLE STORES OF AMERICA,       
			  INC.:

			  
			  By:             
				Name:  
				Title:          
			
	
<PAGE>


	      CHANGE OF CONTROL AGREEMENT

     AGREEMENT by and between Jitney-Jungle 
Stores of America, Inc., a Mississippi corporation (the 
"Company") and R. Barry Cannada (the "Executive"), 
dated as of the ____ day of ____________, 1999.

     The Board of Directors of the Company (the 
"Board"), has determined that it is in the best interest 
of the Company and its shareholders to assure that 
the Company will have the continued dedication of 
the Executive, notwithstanding the possibility, threat 
or occurrence of a Change of Control (as defined 
below) of the Company.  The Board believes it is 
imperative to diminish the inevitable distraction of the 
Executive by virtue of the personal uncertainties and 
risks created by a pending or threatened Change of 
Control and to encourage the Executive's full 
attention and dedication to the Company currently 
and in the event of any threatened or pending 
Change of Control, and to provide the Executive with 
compensation and benefits arrangements upon a 
Change of Control which ensure that the 
compensation and benefits expectations of the 
Executive will be satisfied and which are competitive 
with those of other corporations.  Therefore, in order 
to accomplish these objectives, the Board has caused 
the Company to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1. Certain Definitions.
     
     (a) The "Effective Date" shall mean the first 
date during the Change of Control Period (as defined 
in Section 1(b) on which a Change of Control (as 
defined in Section 2) occurs. Anything in this 
Agreement to the contrary notwithstanding, if a 
Change of Control occurs and if the Executive's 
employment with the Company is terminated prior to 
the date on which the Change of Control occurs, and 
if it is reasonably demonstrated by the Executive that 
such termination of employment (i) was at the request 
of a third party who has taken steps reasonably 
calculated to effect the Change of Control or (ii) 
otherwise arose in connection with or anticipation of 
the Change of Control, then for all purposes of this 
Agreement the "Effective Date" shall mean the date 
immediately prior to the date of such termination of 
employment.

      (b) The "Change of Control Period" shall 
mean the period commencing on the date hereof and 
ending on the third anniversary of such date; 
provided, however, that commencing on the date one 
year after the date hereof, and on each annual 
anniversary of such date (such date and each 
anniversary thereof shall be hereinafter referred to as 
the "Renewal Date"), the Change of Control Period 
shall be automatically extended so as to terminate 
three years from such Renewal Date, unless at least 

<PAGE>

60 days prior to the Renewal Date the Company shall 
give notice to the Executive that the change of 
Control Period shall not be so extended.

     2. Change of Control.  For the purposes of 
this Agreement, a "Change of Control" shall mean:

     (a) The acquisition by any individual, entity, 
or group (within the meaning of Section 13(d)(3) or 
14(d)(2) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act")) of beneficial 
ownership (within the meaning of Rule 13d-3 
promulgated under the Exchange Act) of 20% or 
more of either (i) the then outstanding shares of 
common stock of the Company (the "Outstanding 
Company Common Stock") or (ii) the combined voting 
power of the then outstanding voting securities of the 
Company entitled to vote generally in the election of 
directors (the "Outstanding Company Voting 
Securities"); provided, however, that the following 
acquisitions shall not constitute a Change of Control: 
(i) any acquisition directly from the Company, unless 
such acquisition causes an individual, entity or group 
(other than Bruckmann, Rosser, Sherrill & Co., L.P.) 
to beneficially own more than 50% of either the 
Outstanding Company Common Stock or the 
Outstanding Company Voting Securities, (ii) any 
acquisition by the Company or any of its subsidiaries, 
(iii) any acquisition by any employee benefit plan (or 
related trust) sponsored or maintained by the 
Company or any of its subsidiaries, (iv) any 
acquisition by any corporation with respect to which, 
following such acquisition, more than 60% of, 
respectively, the then outstanding shares of common 
stock of such corporation and the combined voting 
power of the then outstanding voting securities of 
such corporation entitled to vote generally in the 
election of directors is then beneficially owned, 
directly or indirectly, by all or substantially all of the 
individuals and entities who were the beneficial 
owners, respectively, of the Outstanding Company 
Common Stock and Company Voting Securities 
immediately prior to such acquisition in substantially 
the same proportions as their ownership, immediately 
prior to such acquisition, of the Outstanding Company 
Common Stock and outstanding Company Voting 
Securities, as the case may be, (v) any acquisition by 
an underwriter or dealer in connection with a public 
offering registered under the Securities Act of 1933, 
as amended; or (vi) any acquisition of the Company's 
common stock from underwriters or dealers in an 
initial public offering registered under the Securities 
Act of 1933, as amended; provided further, however, 
that if and for so long as Bruckmann, Rosser, Sherrill 
& Co., L.P. beneficially owns more of both 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities than the 
acquiring individual, entity or group, a Change of 
Control shall not have occurred.  Shareholders party 
to shareholders agreements in effect on the date of 
this Agreement shall not be considered a group for 
purposes of this Agreement solely as a result of such 
agreements or as a result of such shareholders voting 
in accordance with the terms of such agreements. In 
addition, it is specifically acknowledged that, as long 
as Bruckmann, Rosser, Sherrill & Co., L.P. 
beneficially owns 20% or more of the Outstanding 


<PAGE>

Company Common Stock or Outstanding Company 
Voting Securities, a Change of control shall not occur 
solely as a result of the acquisition of additional 
shares of Outstanding Company Common Stock or 
Outstanding Company Voting Securities by (x) 
Bruckmann, Rosser, Sherrill & Co., L.P. or (y) the 
manager of Bruckmann, Rosser, Sherrill & Co., L.P., 
BRS Partners, Limited Partnership, BRSE 
Associates, Inc., Bruce C. Bruckmann, Harold O. 
Rosser II, Stephen C. Sherrill, Stephen F. Edwards or 
Paul D. Kaminski, as long as such individual or entity 
in this clause (y) does not after such acquisition 
beneficially own 20% or more of such securities when 
considered alone or as a part of any group of which 
Bruckmann, Rosser, Sherrill & Co., L.P. is not a 
member.

     (b) A development whereby the individuals 
who, as of the date hereof, constitute the Board (the 
"Incumbent Board") cease for any reason to constitute 
at least a majority of the Board; provided, however, 
that any individual becoming a director subsequent to 
the date hereof whose election, or nomination for 
election by the Company's shareholders, was 
approved by a vote of at least a majority of the 
directors then comprising the Incumbent Board shall 
be considered member of the Incumbent Board, but 
excluding, for this purpose, any such individual whose 
initial assumption of office occurs as a result of either 
an actual or threatened election contest (such as 
terms are used in Rule 14a-11 of Regulation 14A 
promulgate under the Exchange Act) or other actual 
or threatened solicitation of proxies or consents; or

     (c) Consummation by the Company of a 
reorganization, merger or consolidation, in each case, 
with respect to which all or substantially all of the 
individuals and entities who were the beneficial 
owners, respectively, of the Outstanding Company 
Common Stock and Outstanding Company Voting 
Securities immediately prior to such reorganization, 
merger or consolidation do not, following such 
reorganization, merger or consolidation, beneficially 
own, directly or indirectly, more than 60% of, 
respectively, then outstanding shares of common 
stock and the combined voting power of the then 
outstanding voting securities entitled to vote generally 
in the election of directors, as the case may be, of the 
corporation resulting from such reorganization, 
merger or consolidation in substantially the same 
proportions as their ownership, immediately prior to 
such reorganization, merger or consolidation of the 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities, as the case 
may be; or

     (d) (i)  Approval by the shareholders of the 
Company of a complete liquidation or dissolution of 
the Company or (ii) consummation of the sale or 
disposition of all or substantially all of the assets of 
the Company, other than to a corporation, with 
respect to which following such sale or other 
disposition, more than 60% of, respectively, the then 
outstanding shares of common stock of such 
corporation and the combined voting power of the 
then outstanding voting securities of such corporation 
entitled to vote generally in the election of directors is 
then beneficially owned, directly or indirectly, by all or 

<PAGE>

substantially all of the individuals and entities who 
were the beneficial owners, respectively, of the 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities immediately 
prior to such sale or other disposition in substantially 
the same proportion as their ownership, immediately 
prior to such sale or other disposition, of the 
Outstanding Company Common Stock and 
Outstanding Company Voting Securities, as the case 
may be.

     3. Employment Period.  The Company 
hereby agrees to continue the Executive in its 
employ, and the Executive hereby agrees to remain in 
the employ of the Company, for the period 
commencing on the Effective Date and ending on the 
second anniversary of such date (the "Employment 
Period").

     4. Terms of Employment.

     (a) Position and Duties.

     (i) During the Employment Period, 
(A) the Executive's position (including status, 
officers, titles  and reporting requirements), 
authority, duties and responsibilities shall be at 
least commensurate in all material respects 
with the most significant of those held, 
exercised and assigned at a time during the 
90-day period immediately preceding the 
Effective Date and (B) the Executive's services 
shall be performed at the location where the 
Executive was employed immediately 
preceding the Effective Date or any office or 
location less than 35 miles from such location.

     (ii) During the Employment Period, 
and excluding any periods of sick leave to 
which the Executive is entitled, the Executive 
agrees to devote reasonable attention and 
time during normal business hours to the 
business and affairs of the Company and, to 
the extent necessary to discharge the 
responsibilities assigned to the Executive 
hereunder, to use the Executive's reasonable 
best efforts to perform faithfully and efficiently 
such responsibilities.  During the Employment 
Period it shall not be a violation of this 
Agreement for the Executive to (A) serve on 
corporate, civic or charitable boards or 
committees, (B) deliver lectures, fulfill speaking 
engagements or teach at educational 
institutions and (C) manage personal 
investments, so long as such activities do not 
significantly interfere with the performance of 
the Executive's responsibilities as an employee 
of the Company in accordance with this 
Agreement.  It is expressly understood and 
agreed that to the extent that any such 
activities have been conducted by the 
Executive prior to the Effective Date, the 
continued conduct of such activities (or the 
conduct of activities similar in nature and 
scope thereto) subsequent to the Effective 
Date shall not thereafter be deemed to 
interfere with the performance of the 
Executive's responsibilities to the Company.

<PAGE>


     (b) Compensation.

     (i) Base Salary.  During the 
Employment Period, the Executive shall 
receive an annual base salary, payable in 
equal monthly installments, at least equal to 
twelve times the highest monthly base salary 
paid or payable to the Executive by the 
Company and its affiliated companies during 
the twelve month period immediately preceding 
the month in which the Effective Date occurs 
("Annual Base Salary").  As used in this 
Agreement, the term "affiliated companies" 
shall include any company controlled by, 
controlling or under common control with the 
Company.

     (ii) Annual Bonus.  In addition to 
Annual Base Salary, the Executive shall be 
awarded, for each fiscal year ending during the 
Employment Period, an annual bonus (the 
"Annual Bonus") in cash at least equal to the 
average annual bonus paid or payable to the 
Executive by the Company and its affiliated 
companies in respect of the three fiscal years 
(annualized for any fiscal year consisting of 
less than twelve full months or with respect to 
which the Executive has been employed by the 
Company for less than twelve full months) 
immediately preceding the fiscal year in which 
the Effective Date occurs (the "Recent Average 
Bonus").  Such annual Bonus shall be paid no 
later than the third month of the fiscal year next 
following the fiscal year for which the annual 
Bonus is awarded, unless the Executive shall 
elect to defer the receipt of such Annual 
Bonus.

     (iii) Incentive, Savings and 
Retirement Plans.  During the Employment 
Period, the Executive shall be entitled to 
participate in all incentive, savings and 
retirement plans, practices, policies and 
programs applicable generally to other peer 
executives of the Company and its affiliated 
companies, but in no event shall such plans, 
practices, policies and programs provide the 
Executive with incentive opportunities 
(measured with respect to both regular and 
special incentive opportunities, to the extent, if 
any, that such distinction is applicable), 
savings opportunities and retirement benefit 
opportunities, in each case, less favorable, in 
the aggregate, than the most favorable of 
those provided by the Company and its 
affiliated companies for the Executive under 
such plans, practices, policies and programs 
as in effect at any time during the 90-day 
period immediately preceding the Effective 
Date, or, if more favorable to the Executive, 
those provided generally to other peer 
executives of the company and its affiliated 
companies at any time after the Effective Date.

     (iv) Welfare Benefit Plans.  During 
the Employment Period and for a period of one 
year thereafter, provided the Executive 
remains employed by the Company, the 
Executive and/or the Executive's family, as the 
case may be shall be eligible for participation 
in and shall receive all benefits under welfare 

<PAGE>

benefit plans, practices, policies and programs 
provided by the Company and its affiliated 
companies (including, without limitation, 
medical, prescription, dental, disability, salary, 
continuance, employee life, group life, 
accidental death and travel accident insurance 
plans and programs) to the extent applicable 
generally to other peer executives of the 
Company and its affiliated companies, but in 
no event shall such plans, practices, policies 
and programs provide the Executive with 
benefits which are less favorable, in the 
aggregate, than the most favorable of such 
plans, practices, policies and programs in 
effect for the Executive at any time during the 
90-day period immediately preceding the 
Effective Date or if more favorable to the 
Executive, those provided generally to other 
peer executives of the Company and its 
affiliated companies at any time after the 
Effective Date.

     (v) Expenses.  During the 
Employment Period, the Executive shall be 
entitled to receive prompt reimbursement for all 
reasonable expenses incurred by the 
Executive in accordance with the most 
favorable policies, practices and procedures of 
the Company and its affiliated companies in 
effect for the Executive at any time during the 
90-day period immediately preceding the 
Effective Date or, if more favorable to the 
Executive, as in effect generally with respect to 
other peer executives of the Company and its 
affiliated companies at any time thereafter.

     (vi) Fringe Benefits.  During the 
Employment Period, the Executive shall be 
entitled to fringe benefits in accordance with 
the most favorable plans, practices, programs 
and policies of the Company and its affiliated 
companies in effect for the Executive at any 
time during the 90-day period immediately 
preceding the Effective Date or, if more 
favorable to the Executive, as in effect 
generally with respect to other peer executives 
of the Company and its affiliated companies at 
any time thereafter.

     (vii) Office and Support Staff.  During 
the Employment Period, the Executive shall be 
entitled to an office or offices of a size and with 
furnishings and other appointments, and to 
secretarial and other assistance, at least equal 
to the most favorable of the foregoing provided 
to the Executive by the Company and its 
affiliated companies at any time during the 90-
day period immediately preceding the Effective 
Date or, if more favorable to the Executive, as 
provided generally with respect to other peer 
executives of the Company and its affiliated 
companies at any time thereafter.

     (viii) Vacation. During the Employment 
Period, the Executive shall be entitled to paid 
vacation in accordance with the most favorable 
plans, policies and practices of the Company 
and its affiliated companies in effect for the 
Executive at any time during the 90-day period 
immediately preceding the Effective Date or, if 

<PAGE>

more favorable to the Executive, as in effect 
generally with respect to other peer executives 
of the Company and its affiliated companies at 
any time thereafter.

     5. Termination of Employment.
     
     (a) Death or Disability.  The Executive's 
employment shall terminate automatically upon the 
Executive's death during the Employment Period.  If 
the Company determines in good faith that the 
Disability of the Executive has occurred during the 
Employment Period (pursuant to the definition of 
Disability set forth below), it may give to the Executive 
written notice in accordance with Section 12(b) of this 
Agreement of its intention to terminate the Executive's 
employment.  In such event, the Executive's 
employment with the Company shall terminate 
effective on the 15th day after receipt of such notice by 
the Executive (the "Disability Effective Date"), 
provided that, within the 15 days after such receipt, 
the Executive shall not have returned to full-time 
performance of the Executive's duties.  For purposes 
of this Agreement, "Disability" shall mean the absence 
of the Executive from the Executive's duties with the 
Company on a full-time basis for 180 consecutive 
business days as a result of incapacity due to mental 
or physical illness which is determined to be total and 
permanent by a physician selected by the Company 
or its insurers and acceptable to the Executive or the 
Executive's legal representative (such agreement as 
to acceptability not to be withheld unreasonably).

     (b) Cause  The Company may terminate 
the Executive's employment during the Employment 
Period for Cause.  For purposes of this Agreement, 
"Cause" shall mean (i) repeated violations by the 
Executive of the Executive's obligations under 
Section 4(a) of this Agreement (other than as a result 
of incapacity due to physical or mental illness) which 
are demonstrably willful and deliberate on the 
Executive's part, which are committed in bad faith or 
without reasonable belief that such violations are in 
the best interest of the Company and which are not 
remedied in a reasonable period of time after receipt 
of written notice from the Company specifying such 
violations or (ii) the conviction of the Executive of a 
felony involving moral turpitude.

     (c) Good Reason.  The Executive's 
employment may be terminated during the 
Employment Period by the Executive for Good 
Reason.  For purposes of this Agreement, "Good 
Reason" shall mean:

	  (i) the assignment to the Executive 
     of any duties inconsistent in any respect with 
     the Executive's position (including status, 
     offices, titles and reporting requirements), 
     authority, duties or responsibilities as 
     contemplated by Section 4(a) of this 
     Agreement, or any other action by the 
     Company which results in a diminution in such 
     position, authority, duties and responsibilities, 
     excluding for this purpose an isolated, 
     insubstantial and inadvertent action not taken 
     
<PAGE>     
     
     in bad faith and which is remedied by the 
     Company promptly after receipt of notice 
     thereof given by the Executive;

	  (ii) any failure by the Company to 
     comply with any of the provisions of Section 
     4(b) of this Agreement, other than an isolated, 
     insubstantial and inadvertent failure not 
     occurring in bad faith and which is remedied by 
     the Company promptly after receipt of notice 
     thereof given by the Executive;

	  (iii) the Company's requiring the 
     Executive to be based at any office or location 
     other than that described in Section 4(a)(i)(B) 
     hereof;
 
	  (iv) any purported termination by the 
     Company of the Executive's employment 
     otherwise than as expressly permitted by this 
     Agreement; or

	  (v) any failure by the Company to 
     comply with and satisfy Section 11(c) of this 
     Agreement, provided that such successor has 
     received at least ten days prior written notice 
     from the Company or the Executive of the 
     requirements of Section 11(c) of the 
     Agreement.

For purposes of this Section 5(c), any good faith 
determination of "Good Reason" made by the 
Executive shall be conclusive.


     (d) Notice of Termination.  Any termination 
by the Company for Cause or by the Executive for 
Good Reason, shall be communicated by Notice of 
Termination to the other party hereto given in 
accordance with Section 12(b) of this Agreement.  For 
purposes of this Agreement, a "Notice of Termination" 
means a written notice which (i) indicates the specific 
termination provision in this Agreement relied upon, 
(ii) to the extent applicable, sets forth in reasonable 
detail the facts and circumstances claimed to provide 
a basis for termination of the Executive's employment 
under the provision so indicated, and (iii) if the Date of 
Termination (as defined below) is other than the date 
of receipt of such notice, specifies the termination 
date (which date shall be not more than fifteen days 
after the giving of such notice).  The failure by the 
Executive or the Company to set forth in the Notice of 
Termination any fact or circumstance which 
contributes to a showing of Good Reason or Cause 
shall not waive any right of the Executive or the 
Company hereunder or preclude the Executive or the 
Company from asserting such fact or circumstance in 
enforcing the Executive's or the Company's rights 
hereunder.

     (e) Date of Termination.  "Date of 
Termination" means (i) if the Executive's employment 
is terminated by the Company for Cause or by the 
Executive for Good Reason, the date of receipt of the 
Notice of Termination or any later date specified 
therein, as the case may be, (ii) if the Executive's 
employment is terminated by the Company other than 
for Cause or Disability, the Date of Termination shall 

<PAGE>


be the date on which the Company notifies the 
Executive of such termination, or (iii) if the Executive's 
employment is terminated by reason of death or 
Disability, the Date of Termination shall be the date of 
death of the Executive or the Disability Effective Date, 
as the case may be.

     6. Obligations of the Company upon Termination.

     (a) Good Reason; Death or Disability; Other 
Than for Cause.  If, during the Employment Period, 
the Company shall terminate the Executive's 
employment upon the Executive's death or Disability 
or other than for Cause, or the Executive shall 
terminate employment for Good Reason, then all 
obligations of the Company and the Executive under 
Section 4 shall terminate as of the Date of 
Termination and:

	  (i) the Company shall pay to the 
     Executive, his estate or his beneficiary, as 
     applicable, in a lump sum in cash within 30 
     days after the Date of Termination the 
     aggregate of the following amounts (such 
     aggregate shall be hereinafter referred to as 
     the "Special Termination Amount"), subject to 
     Section 9(a)(i) of this Agreement:

	       (A) the sum of (1) the 
	  Executive's Annual Base Salary through 
	  the Date of Termination to the extent not 
	  theretofore paid, (2) the product of (x) 
	  the "Highest Annual Bonus" which is 
	  equal to the greater of (i) the Annual 
	  Bonus paid or payable to the Executive 
	  (and annualized for any fiscal year 
	  consisting of less than twelve full 
	  months or for which the Executive has 
	  been employed for less than twelve full 
	  months) for the most recently completed 
	  fiscal year during the Employment 
	  Period, if any, and (ii) the Recent 
	  Average Bonus and (y) a fraction, the 
	  numerator of which is the number of 
	  days in the current fiscal year through 
	  the Date of Termination, and the 
	  denominator of which is 365 and (3) any 
	  compensation previously deferred by 
	  the Executive (together with any 
	  accrued interest or earnings thereon) 
	  and any accrued vacation pay, in each 
	  case to the extent not theretofore paid 
	  (the sum of the amounts described in 
	  clauses (1), (2) and (3) shall be 
	  hereinafter referred to as the "Accrued 
	  Obligations"); and

	       (B) provided that the payment 
	  is approved by the separate vote of the 
	  holders of 75% or more of the voting 
	  power of all outstanding stock of the 
	  Company, the amount equal to the 
	  product of (1) two and (2) the sum of (x) 
	  the Executive's Annual Base Salary and 
	  (y) the Highest Annual Bonus; provided, 
	  however, that such amount shall be paid 
	  in lieu of, and the Executive hereby 
	  waives the right to receive, any other 
	  amount of severance relating to salary 
	  or bonus continuation to be received by 
	  
<PAGE>          
	  
	  the Executive upon such termination of 
	  employment under any severance plan, 
	  policy or arrangement of the Company; 
	  and
	  
	  (ii) for the period from the Date of 
     Termination through the first anniversary of 
     such date, or such longer period as any plan, 
     program, practice or policy may provide, the 
     Company shall continue to provide Executive 
     an automobile at least in the manner as has 
     been provided in accordance with the plans, 
     programs, practices and policies described in 
     Section 4(b)(vi) of this Agreement and shall 
     also continue benefits to the Executive and/or 
     the Executive's family at least equal to those 
     which would have been provided to them in 
     accordance with the plans, programs, practices 
     and policies described in Section 4(b)(iv) of 
     this Agreement if the Executive's employment 
     had not been terminated in accordance with 
     the most favorable plans, practices, programs 
     or policies of the Company and its affiliated 
     companies applicable generally to other peer 
     executives and their families during the 90-day 
     period immediately preceding the Effective 
     Date or, if more favorable to the Executive, as 
     in effect generally with respect to other peer 
     executives of the Company and its affiliated 
     companies and their families at any time 
     thereafter, provided, however, that if the 
     Executive becomes reemployed with another 
     employer, all such benefits shall terminate 
     upon such employment.  Notwithstanding the 
     foregoing, when the Company's obligations to 
     provide benefits under this paragraph 
     terminate, the Executive will have the right to 
     continue such benefits at his own expense for 
     eighteen months.  The Executive shall notify 
     the Company promptly upon his acceptance of 
     new employment.  The Executive shall notify 
     the Company promptly upon his acceptance of 
     new employment.  For purposes of determining 
     eligibility of the Executive for retiree benefits 
     pursuant to such plans, practices, programs 
     and policies, the Executive shall be considered 
     to have remained employed until the end of the 
     Employment Period and to have retired on the 
     last day of such period; and
     
	  (iii) to the extent not theretofore paid 
     or provided, subject to Section 9(a)(i) of this 
     Agreement, the Company shall timely pay or 
     provide to the Executive, his estate or his 
     beneficiary, as applicable, any other amounts 
     or benefits required to be paid or provided or 
     which the Executive, his estate or his 
     beneficiary, as applicable, is eligible to receive 
     pursuant to this Agreement and any plan, 
     program, policy or practice or contract or 
     agreement of the Company and its affiliated 
     companies (such other amounts and benefits 
     shall be hereinafter referred to as the "Other 
     Benefits"); and
     
	  (iv) if the Executive's employment is 
     terminated by reason of the Executive's death 
     during the Employment Period, anything in this 
     Agreement to the contrary notwithstanding, the 
     Executive's family shall be entitled to receive 
     benefits at least equal to the most favorable 
     benefits provided by the Company and any of 
     

<PAGE>     
     
     its affiliated companies to surviving families of 
     peer executives of the Company and such 
     affiliated companies under such plans, 
     programs, practices and policies relating to 
     family death benefits, if any, as in effect with 
     respect to other peer executives and their 
     families at any time during the 90-day period 
     immediately preceding the Effective Date or, if 
     more favorable to the Executive and/or the 
     Executive's family, as in effect on the date of 
     the Executive's death with respect to other 
     peer executives of the Company and its 
     affiliated companies and their families; and
	  
	  (v) if the Executive's employment is 
     terminated by reason of the Executive's 
     Disability during the Employment Period, 
     anything in this Agreement to the contrary 
     notwithstanding, the Executive shall be entitled 
     after the Disability Effective Date to receive 
     disability and other benefits at least equal to 
     the most favorable to those generally provided 
     by the Company and its affiliated companies to 
     disabled executives and/or their families in 
     accordance with such plans, programs, 
     practices and policies relating to disability, if 
     any, as in effect generally with respect to other 
     peer executives and their families at any time 
     during the 90-day period immediately 
     preceding the Effective Date or, if more 
     favorable to the Executive and/or the 
     Executive's family, as in effect at any time 
     thereafter generally with respect to other peer 
     executives of the Company and its affiliated 
     companies and their families.

     (b) Cause; Other than for Good Reason.  If 
the Executive's employment shall be terminated for 
Cause during the Employment Period, this Agreement 
shall terminate without further obligations to the 
Executive other than the obligation to pay to the 
Executive Annual Base Salary through the Date of 
Termination plus the amount of any compensation 
previously deferred by the Executive, if each case to 
the extent theretofore unpaid, and the timely payment 
or provision of Other Benefits.  If the Executive 
terminates employment during the Employment 
Period, excluding a termination for Good Reason, this 
Agreement shall terminate without further obligations 
to the Executive, other than for Accrued Obligations 
and the timely payment or provision of Other Benefits; 
in such case, all Accrued Obligations shall be paid to 
the Executive in a lump sum in cash within 30 days of 
the Date of Termination.

     (c) Termination Following the Expiration of 
the Employment Period.  If the Executive's 
employment shall be terminated by the Company 
without Cause during the one-year period following 
the expiration of the Employment Period, for the 
remainder of such one-year period, or such longer 
period as any plan, program, practice or policy may 
provide, the Company shall continue benefits to the 
Executive and/or the Executive's family at least equal 
to those which would have been provided to them in 
accordance with the plans, programs, practices and 
policies described in Section 4(b)(iv) of this 
Agreement if the Executive's employment had not 
been terminated in accordance with the most 
favorable plans, practices, programs or policies of the 
Company and its affiliated companies applicable 
generally to other peer executives and their families 
during the 90-day period immediately preceding the 
Effective Date or, if more favorable to the Executive, 
as in effect generally with respect to other peer 


<PAGE>

executives of the Company and its affiliated 
companies and their families at any time thereafter, 
provided, however, that if the Executive becomes 
reemployed with another employer, all such benefits 
shall terminate upon such employment.  
Notwithstanding the foregoing, when the Company's 
obligations to provide benefits under this paragraph 
terminate, the Executive will have the right to continue 
such benefits at his own expense for eighteen 
months.

     7. Non-Exclusivity of Rights.  Except as 
provided in Sections 6(a)(i)(B), 6(a)(ii) and 12(f) of 
this Agreement, nothing in this Agreement shall 
prevent or limit the Executive's continuing or future 
participation in any plan, program, policy or practice 
provided by the Company or any of its affiliated 
companies and for which the Executive may qualify, 
nor shall anything herein limit or otherwise affect such 
rights as the Executive may have under any contract 
or agreement with the Company or any of its affiliated 
companies.  Amounts which are vested benefits or 
which the Executive is otherwise entitled to receive 
under any plan, policy, practice or program of or any 
contract or agreement with the Company or any of its 
affiliated companies at or subsequent to the Date of 
Termination shall be payable in accordance with such 
plan, policy, practice or program or contract or 
agreement except as explicitly modified by this 
Agreement.

     8. Full Settlement.  The Company's 
obligation to make the payments provided for in this 
Agreement and otherwise to perform its obligations 
hereunder shall not be affected by any set-off, 
counterclaim, recoupment, defense or other claim, 
right or action which the Company may have against 
the Executive or others.  In no event shall the 
Executive be obligated to seek other employment or 
take any other action by way of mitigation of the 
amounts payable to the Executive under any of the 
provisions of this Agreement and, except as provided 
in Section 6(a)(ii) of this Agreement, such amounts 
shall not be reduced whether or not the Executive 
obtains other employment.  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 (regardless of the 
outcome thereof) by the Company, the Executive or 
others of the validity or enforceability of, or liability 
under, any provision of this Agreement or any 
guarantee of performance thereof (including as a 
result of any contest by the Executive about the 
amount of any payment pursuant to his Agreement), 
plus in each case interest on any delayed payment at 
the applicable Federal rate provided for in Section 
7872(f)(2)(A) of the Internal Revenue Code of 1986, 
as amended (the "Code").

     9. Certain Reductions in the Payment by the Company. 

<PAGE>


     (a) Anything in this Agreement to the 
contrary notwithstanding, in the event it shall be 
determined that any payment or distribution by the 
Company to or for the Employee's benefit (whether 
paid or payable or distributed or distributed pursuant 
to the terms of this Agreement or otherwise) (a 
"Payment") would be nondeductible by the Company 
for Federal income tax purposes because of Section 
280G of the Code, then the aggregate present value 
of amounts payable or distributable to or for the 
Executive's benefit pursuant to this Agreement (such 
payments or distributions pursuant to this Agreement 
are hereinafter referred to as "Agreement Payments") 
shall be reduced (but not below zero) to the Reduced 
Amount. The "Reduced Amount" shall be the greater 
of (i) the highest aggregate present value of 
Agreement Payments that can be paid without 
causing any payments or benefits hereunder to be an 
Excess Parachute Payment or (ii) the largest portion, 
up to and including the total, of the Agreement 
Payments that after taking into account all applicable 
state and Federal taxes (computed at the highest 
applicable marginal rate) including any taxes payable 
pursuant to Section 4999 of the Code, results in a 
greater after-tax benefit to the Executive than the 
after-tax benefit to the Executive of the amount 
calculated under (i) hereof (computed at the highest 
applicable marginal rate).  For purposes of this 
Section 9, present value shall be determined in 
accordance with Section 280G(d)(4) of the Code.

     (b) Subject to the provisions of Section 9(c), 
all determinations required to be made under this 
Section 9 shall be made by the Company's 
independent accountants (the "Accounting Firm") 
which shall provide detailed supporting calculations 
both to the Company and the Executive within 15 
business days of the receipt of notice from the 
Executive that there has been a Payment, or such 
earlier time as is requested by the Company.  In the 
event that the Accounting Firm is serving as 
accountant or auditor for the individual, entity or 
group effecting the Change of Control, the Executive 
and the Company shall mutually appoint another 
accounting firm to make the determinations required 
hereunder.  All fees and expenses of the Accounting 
Firm shall be borne solely by the Company.  If the 
Accounting Firm determines that no Excise Tax is 
payable by the Executive, it shall furnish the 
Executive with a written opinion that failure to report 
the Excise Tax on the Executive's applicable federal 
income tax return would not result in the imposition of 
a negligence or similar penalty.  Any determination by 
the Accounting Firm shall be binding upon the 
Company and the Executive.  If the Accounting Firm 
determines that a reduction pursuant to Section 9(a) 
is necessary, the Employee shall determine which 
and how much of the Agreement Payments (or, at the 
election of the Employee, other payments) shall be 
eliminated or reduced consistent with the 
requirements of this Section 9, provided that, if the 
Employee does not make such determination within 
ten business days of the receipt of the calculations 
made by the Accounting Firm the Company shall 
elect which and how much of the Agreement 
Payments shall be eliminated or reduced consistent 
with the Requirements of this Section 9 and shall 
notify the Employee promptly of such election.  Within 

<PAGE>

five business days thereafter, the Company shall pay 
the Employee or distribute to or for the Employee's 
benefit such amounts as are then due to the 
Employee under this Agreement.

     (c) As a result of the uncertainty in the 
application of Section 280G of the Code at the time of 
the initial determination by the Accounting Firm 
hereunder, it is possible that Agreement Payments 
will have been made by the Company which should 
not have been made ("Overpayment") or that 
additional Agreement Payments which will have not 
been made by the Company could have been made 
("Underpayment"), in each case, consistent with the 
calculations required to be made hereunder.  In the 
event that the Accounting Firm determines that an 
Overpayment has been made, any such 
Overpayment shall be treated for all purposes as a 
loan to the Employee which the Employee shall repay 
to the Company together with interest at the 
applicable Federal rate provided for in Section 
7872(f)(2) of the Code.  In the event that the 
Accounting Firm determines that an Underpayment 
has occurred, any such Underpayment shall be 
promptly paid by the Company to or for the benefit of 
the Employee together with interest at the applicable 
Federal rate provided for in Section 7872(f)(2) of the 
Code.

     10. Confidential Information.  The Executive 
shall hold in a fiduciary capacity for the benefit of the 
Company all secret or confidential information, 
knowledge or data relating to the Company or any of 
its affiliated companies, and their respective 
businesses, which shall have been obtained by the 
Executive during the Executive's employment by the 
Company or any of its affiliated companies and which 
shall not be or become public knowledge (other than 
by acts by the Executive or representatives of the 
Executive in violation of this Agreement).  After 
termination of the Executive's employment with the 
Company, the Executive shall not, without the prior 
written consent of the Company or as may otherwise 
be required by law or legal process, communicate or 
divulge any such information, knowledge or data to 
anyone other than the Company and those 
designated by it.  In no event shall an asserted 
violation of the provisions of this Section 10 constitute 
a basis for deferring or withholding any amounts 
otherwise payable to the Executive under this 
Agreement.

     11. Successors.  (a)  This Agreement is 
personal to the Executive and without the prior written 
consent of the Company shall not be assignable by 
the Executive otherwise than by will or the laws of 
descent and distribution.  This Agreement shall inure 
to the benefit of an be enforceable by the Executive's 
legal representative.

     (b) This Agreement shall inure to the 
benefit of and be binding upon the Company and its 
successors and assigns.

     (c) The Company will require any 
successor (whether direct or indirect, by purchase, 
merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the 

<PAGE>

Company to assume expressly and agree to perform 
this Agreement in the same manner and to the same 
extent that the Company would be required to 
perform it if no such succession had taken place.  As 
used in this Agreement, "Company" shall mean the 
Company as hereinbefore defined and any successor 
to its business and/or assets as aforesaid which 
assumes and agrees to perform this Agreement by 
operation of law, or otherwise.

     12. Miscellaneous.  
     
     (a) This Agreement shall be governed by 
and construed in accordance with the laws of the 
State of Mississippi without reference to principles of 
conflict of laws.  The captions of this Agreement are 
not part of the provisions hereof and shall have no 
force or effect.  This Agreement may not be amended 
or modified otherwise than by a written agreement 
executed by the parties hereto or their respective 
successors and legal representative.

     (b) All notices and other communications 
hereunder shall be in writing and shall be given by 
hand delivery to the other party or by registered or 
certified mail, return receipt requested, postage 
prepaid, addressed as follows:
	
     If to the Executive:

	  At the home address reflected in the 
     Company's personnel records.
	
     If to the Company:

	Jitney-Jungle Stores of America, Inc.
	1770 Ellis Avenue, Suite 200
	Jackson, MS  39204
	Attention:  Chief Executive Officer

or to such other address as either party shall have 
furnished to the other in writing in accordance 
herewith.  Notice and communications shall be 
effective when actually received by the addressee.

     (c) The invalidity or unenforceability of any 
provision of this Agreement shall not affect the validity 
or enforceability of any other provision of this 
Agreement.

     (d) The Company may withhold from any 
amounts payable under this Agreement such Federal, 
state or local taxes as shall be required to be withheld 
pursuant to any applicable law or regulation.

<PAGE>

     (e) The Executive's or the Company's 
failure to insist upon strict compliance with any 
provision hereof or any other provision of this 
Agreement or the failure to asset any right the 
Executive or the Company may have hereunder, 
including, without limitation, the right of the Executive 
to terminate employment for Good Reason pursuant 
to Section 5(c)(i)-(v) of this Agreement, shall not be 
deemed to be a waiver of such provision or right or 
any other provision or right of this Agreement.

     (f) The Executive and the Company 
acknowledge that, except as may otherwise be 
provided under any other written employment 
agreement between the Executive and the Company, 
the employment of the Executive by the Company is 
"at will" and, prior to the Effective Date, may be 
terminated by either the Executive or the Company at 
any time.  Moreover, if prior to the Effective Date the 
Executive's employment with the Company 
terminates, then the Executive shall have no further 
rights under this Agreement.  If the Executive has a 
written employment agreement with the Company, 
that agreement shall be superseded by this 
Agreement upon a Change of Control; provided, that 
the salary, bonus, incentive, savings, retirement, 
welfare benefits, expense reimbursement, fringe 
benefits, office and support staff and vacation 
provisions, if any, of such agreement shall provide the 
applicable measure of compensation provided to the 
Executive by the Company and its affiliated 
companies prior to the Change of Control for 
purposes of this Agreement (unless the Company and 
its affiliated companies in fact provided compensation 
higher than the compensation required to be provided 
under the agreement, in which case the higher 
amount or benefit shall apply), but provided further, 
however, that any provisions with respect to 
severance benefits in such agreement shall no longer 
be applicable and shall be replaced by the benefits 
provided under this Agreement.

     IN WITNESS WHEREOF, the Executive 
has hereunto set the Executive's hand and, pursuant 
to the authorization from its Board of Directors, the 
Company has caused these presents to be executed 
in its name on its behalf, all as of the day and year 
first above written.
	
				EXECUTIVE:
			
			
				Name: R. Barry Cannada

				JITNEY-JUNGLE STORES OF AMERICA, 
				INC.:

				
				By:
				     Name:  
				     Title: