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                                                                    Exhibit 10.8

                               SERVICES AGREEMENT



         This Services Agreement ("Agreement") made and entered as of the _____
day of October, 1998 (the "Effective Date") between PREMIUM STANDARD FARMS,
INC., a Delaware corporation ("PSF") and CONTINENTAL GRAIN COMPANY, a Delaware
corporation ("Continental").

         WHEREAS, on the Effective Date, Continental acquired 51% of the issued
and outstanding shares of PSF Group Holdings, Inc. ("Holdings");

         WHEREAS, PSF is a wholly-owned subsidiary of Holdings;

         WHEREAS, Continental is willing to provide certain professional and
administrative services to PSF and PSF desires Continental to provide such
services to PSF;

         WHEREAS, the senior management team for Continental's Pork Division has
now joined the management team of PSF, and Continental is in need of certain
management services, and PSF is willing to provide such management services,
with regard to the pork production operations now or hereafter owned by
Continental, which currently include: Bell Farms swine operations located in
Harveyville, Kansas ("Bell Farms"), Carolina Farms swine operation located in
Tarboro, North Carolina ("Carolina Farms"), ContiTraining Center swine
operations located in Robinson, Kansas ("CTC"), F&R Swine swine operations
located in Dwight, Kansas ("F&R Swine"), Southern Maid Farms swine operations
located in Cordele, Georgia ("Southern Maid") and 3-W Farms swine operations
located in Nodaway, Iowa ("3-W Farms"). Bell Farms, Carolina Farms, CTC, F&R
Swine, Southern Maid and 3-W Farms are hereinafter referred to individually and
collectively as the "Continental Pork Operations";

         NOW, THEREFORE, in consideration of the promises and mutual covenants
herein set forth, the parties agree as follows:

1.       Provision of Services by Continental to PSF.

         Subject to the terms and conditions of this Agreement, during the term
of the Agreement, Continental agrees to provide to PSF the following services
(individually, a "Continental Service" and collectively, "Continental
Services").

         (a)      Purchasing. Continental agrees to make the purchasing and risk
                  management staff of its industrial operations available to PSF
                  for assistance in evaluating lowest cost purchases of
                  commodities and feed ingredients, transportation and logistics
                  and futures coverage. Continental agrees to use reasonable
                  efforts, when possible, to aggregate purchases for PSF with
                  purchases for itself and its subsidiaries in combined purchase
                  orders in order to achieve volume price discounts whenever
                  mutually advantageous.

         (b)      Legal Services. Continental agrees to provide legal services
                  to PSF to internally manage PSF's legal and regulatory
                  affairs. Such services shall be provided by the lawyers and
                  legal staff employed by Continental.


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         (c)      Environmental Services. Continental agrees to make management
                  employees of its environmental department available to PSF to
                  provide strategic and operational environmental consulting to
                  the PSF operations.


         (d)      Treasury Services. Continental agrees to provide services of
                  its Treasurer's Department with regard to strategic planning
                  for long term debt and financing, as well as the
                  implementation of such strategy.


         (e)      Human Resources. Continental agrees to make available to PSF
                  the services of a human resources manager and the personnel
                  department to assist in the areas of personnel, benefit
                  administration and payroll.


         (f)      Financial and Administrative Services. Continental agrees to
                  make available to PSF the services of its controllers office
                  to transition and coordinate policies and procedures.


         (g)      Payroll Services.


                  i.       Hourly. Continental and PSF have identified
                           approximately 55 Continental hourly employees
                           ("Transferred Hourly Employees") who became employees
                           of PSF as of the Effective Date. Continental shall
                           administer the payroll and benefits for the
                           Transferred Hourly Employees and report the same
                           under the FEIN of PSF from the Effective Date through
                           December 31, 1998. As of January 1, 1999, PSF shall
                           assume the responsibility for payroll and benefits
                           for the Transferred Hourly Employees.

                  ii.      Salaried. Continental and PSF have identified certain
                           Continental salaried employees identified on SCHEDULE
                           1(G)(II) ("Transferred Salaried Employees") who
                           became employees of PSF as of the Effective Date.
                           Continental shall administer the payroll and benefits
                           for the Transferred Salaried Employees and continue
                           to report the same under the FEIN of Continental
                           through December 31, 1998. As of January 1, 1999, PSF
                           shall assume the responsibility for payroll and
                           benefits for the Transferred Salaried Employees.

         (h)      Strategic Planning. Continental will make available
                  appropriate members of its senior management to assist in
                  developing, implementing and controlling the Company's
                  business obligations and strategies to further profitable
                  growth, including but not limited to the formation of
                  strategic alliances.

2.       Provision of Services by PSF to Continental.

         Subject to the terms and conditions of this Agreement, during the term
of this Agreement, PSF agrees to provide the following services to the
Continental Pork Operations (as such definition may change from time to time)
(individually, a "PSF Service" and collectively, "PSF Services"):


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         (a)      Management. PSF agrees to provide management and human
                  resources services to Continental with respect to the
                  Continental Pork Operations.

         (b)      Production. PSF agrees to provide hog and feed production
                  services to Continental in the areas of genetics, breeding,
                  feed conversion, quality assurance, nutrition, herd health,
                  transportation and marketing.


         (c)      Environmental Services. PSF agrees to make management
                  employees of its environmental department available to
                  Continental to provide strategic and operational consulting to
                  the Continental Pork Operations.


3.       Availability; Conflict; Service Providers.

         (a)      Notwithstanding anything herein to the contrary, Continental
                  may, in its sole discretion, decline to provide any
                  Continental Service or Continental Services hereunder if:

         (b)      Availability. Facilities or personnel of Continental are not
                  reasonably available to provide such Continental Service or
                  Continental Services on a non-discriminatory basis;


         (c)      Interference. Providing such Continental Service or
                  Continental Services would interfere (other than in an
                  insignificant manner) with Continental's conduct of its
                  businesses;


         (d)      Disadvantage or Conflict. Continental, in its good faith
                  reasonable judgment, believes that providing such Continental
                  Service or Continental Services could reasonably result in
                  significant tax disadvantages for Continental, could
                  reasonably conflict with any applicable law, regulation,
                  ordinance or policies (provided that such policies apply
                  generally to substantially all of Continental's subsidiaries
                  receiving similar services from Continental) or could
                  reasonably result in a conflict of interest; or

         (e)      Violation. Providing such Continental Service or Continental
                  Services would violate any agreement with any third party
                  provided, however, that Continental shall not and shall cause
                  its subsidiaries not to enter into any agreement which is
                  intended to frustrate the provisions of this Agreement. The
                  Continental Services to be provided by Continental hereunder
                  may be provided by employees of Continental or any of its
                  subsidiaries, or by third parties selected by Continental.

         (f)      Notwithstanding anything herein to the contrary, PSF may, in
                  its sole discretion, decline to provide any PSF Service or PSF
                  Services hereunder if:

                  iv.      Availability. Facilities or personnel of PSF are not
                           reasonably available to provide such PSF Service or
                           PSF Services on a non-discriminatory basis;


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                  v.       Interference. Providing such PSF Service or PSF
                           Services would interfere (other than in an
                           insignificant manner) with PSF's conduct of its
                           businesses;

                  vi.      Disadvantage or Conflict. PSF, in its good faith
                           reasonable judgment, believes that providing such PSF
                           Service or PSF Services could reasonably result in
                           significant tax disadvantages for PSF, could
                           reasonably conflict with any applicable law,
                           regulation, ordinance or policies (provided that such
                           policies apply generally to substantially all of
                           PSF's subsidiaries receiving similar services from
                           PSF) or could reasonably result in a conflict of
                           interest; or

                  vii.     Violation. Providing such PSF Service or PSF Services
                           would violate any agreement with any third party
                           provided, however, that PSF shall not and shall cause
                           its subsidiaries not to enter into any agreement
                           which is intended to frustrate the provisions of this
                           Agreement. The PSF Services to be provided by PSF
                           hereunder may be provided by employees of PSF or any
                           of its subsidiaries, or by third parties selected by
                           PSF.

4.       Term.

         The term of this Agreement commences on the Effective Date and shall
terminate upon the earliest to occur of: (a) the date upon which Continental no
longer beneficially owns directly or indirectly any interest in the capital
stock of PSF; and (b) the mutual written consent of the parties. Upon
termination of this Agreement, each party shall promptly pay any and all accrued
but unpaid fees pursuant to Section 5 hereof.

5.       Price.


         (a)      Continental Services. The fee for Continental Services shall
                  be the sum of $800,000 annually plus reasonable travel
                  expenses, payable in equal monthly installments. The fee shall
                  be reviewed and amended or confirmed in writing on or before
                  March 31st of each year during the term of this Agreement or
                  otherwise amended upon mutual written agreement of the
                  parties. In addition, the payroll, benefits and payroll taxes
                  relative to the Transferred Hourly Employees and the
                  Transferred Salaried Employees shall be priced at actual cost
                  paid or incurred by Continental.

         (b)      PSF Services. The fee for PSF Services shall be $.75 per cwt
                  of hogs marketed, plus reasonable travel expenses, payable on
                  a monthly basis. The fee shall be reviewed and amended or
                  confirmed in writing on or before March 31st of each year
                  during the term of this Agreement or otherwise amended upon
                  mutual written agreement of the parties.

         (c)      Third Party Services. Continental Services which are provided
                  by third parties shall be invoiced at actual cost.



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6.       Billing and Payment.

         (a)      Continental Billing. Continental shall invoice PSF for
                  Continental Services rendered by Continental to PSF on a
                  monthly basis in advance of the first day of each month.
                  Continental Services rendered by a third party shall be
                  invoiced to PSF upon or, if reasonably possible, prior to
                  payment by Continental to such third party.

         (b)      PSF Billing. PSF shall invoice Continental for PSF Services
                  rendered by PSF to Continental on a monthly basis in advance
                  of the first day of each month.


         (c)      Payment Due. Invoices shall be due and payable within 30 days
                  of the date of such invoice, provided that PSF shall pay
                  Continental in full for the amount of any third party costs
                  within ten days of the date of such invoice.


7.       Limitation on Authority.


         (a)      Continental shall have no responsibility to provide any
                  services to PSF which are not expressly set forth in this
                  Agreement, unless subsequently agreed in writing by the
                  parties hereto. Further, Continental shall have no
                  responsibility for compliance by PSF or any of its facilities
                  or equipment with the requirements of any ordinances, laws,
                  rules or regulations (including those relating to the disposal
                  of solid, liquid and gaseous wastes) of the city, county,
                  state or federal government, or any public authority or
                  official thereof having jurisdiction over it, except to notify
                  PSF promptly, or to forward to PSF promptly, any complaints,
                  warnings, or notices of summons received by Continental
                  relating to such matters. PSF represents, that, to the best of
                  its knowledge, that PSF, its facilities and equipment, comply
                  with all such requirements, and authorizes Continental to
                  disclose the ownership and assets of PSF to any such
                  officials. PSF shall indemnify and hold harmless Continental,
                  its affiliates, successors, assigns, agents, representatives,
                  and employees from all loss, cost, expense and liability
                  whatsoever which may be imposed on them or any of them by
                  reason of any present or future violation or alleged violation
                  of such laws, ordinances, rules or regulations;

         (b)      In the event it is alleged or charged that PSF, its facilities
                  or equipment or any act or failure to act by PSF, fails to
                  comply with, or is in violation of, any of the requirements of
                  any constitutional provision, statute, ordinance, law or
                  regulation of any governmental body or any order or ruling of
                  any public authority or official thereof having or claiming to
                  have jurisdiction thereover, and Continental in its sole and
                  absolute discretion considers that the action or position of
                  PSF with respect thereto may result in damage or liability to
                  Continental, Continental shall have the right to cancel this
                  Agreement at any time by written notice to PSF of its election
                  so to do, which cancellation shall be effective upon the
                  service of such notice. Such cancellation shall not release
                  the indemnities of PSF set forth in this Agreement and shall
                  not terminate any liability or obligation of PSF to


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                  Continental for any payment, reimbursement or other sum of
                  money then due and payable to Continental hereunder;

         (c)      PSF shall have no responsibility to provide any services to
                  Continental which are not expressly set forth in this
                  Agreement, unless subsequently agreed in writing by the
                  parties hereto. Specifically, PSF shall have no responsibility
                  for compliance by Continental or any of its facilities or
                  equipment with the requirements of any ordinances, laws, rules
                  or regulations (including those relating to the disposal of
                  solid, liquid and gaseous wastes) of the city, county, state
                  or federal government, or any public authority or official
                  thereof having jurisdiction over it, except to notify
                  Continental promptly, or to forward to Continental promptly,
                  any complaints, warnings or notices of summons received by PSF
                  relating to such matters. Continental represents, to the best
                  of its knowledge, that Continental, its facilities and
                  equipment, comply with all such requirements, and authorizes
                  PSF to disclose the ownership and assets of Continental to any
                  such officials. Continental shall indemnify and hold harmless
                  PSF, its affiliates, successors, assigns, agents,
                  representatives, and employees from all loss, cost, expense
                  and liability whatsoever which may be imposed on them or any
                  of them by reason of any present or future violation or
                  alleged violation of such laws, ordinances, rules or
                  regulations; and

         (d)      In the event it is alleged or charged that Continental, its
                  facilities or equipment or any act or failure to act by
                  Continental, fails to comply with, or is in violation of, any
                  of the requirements of any constitutional provision, statute,
                  ordinance, law or regulation of any governmental body or any
                  order or ruling of any public authority or official thereof
                  having or claiming to have jurisdiction thereover, and PSF in
                  its sole and absolute discretion considers that the action or
                  position of Continental with respect thereto may result in
                  damage or liability to PSF, PSF shall have the right to cancel
                  this Agreement at any time by written notice to Continental of
                  its election so to do, which cancellation shall be effective
                  upon the service of such notice. Such cancellation shall not
                  release the indemnities of Continental set forth in this
                  Agreement and shall not terminate any liability or obligation
                  of Continental to PSF for any payment, reimbursement or other
                  sum of money then due and payable to PSF hereunder.

8.       Limitation on Remedies.


         IN NO EVENT SHALL CONTINENTAL OR PSF, THEIR RESPECTIVE SUBSIDIARIES AND
AFFILIATES (INCLUDING THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) BE LIABLE
FOR ANY DIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION,
LOSS OF ANTICIPATED PROFITS, IN CONNECTION WITH OR ARISING OUT OF THE SERVICES
PROVIDED UNDER OR RELATING TO THIS AGREEMENT. Notwithstanding the forum in which
any claim or action may be brought or asserted, each party's liability for acts
or omissions arising from or relating to its obligation to provide the services
under this Agreement shall be limited to repayment, as general damages, of
payments received for services rendered pursuant to this Agreement unless such
act or omission resulted from the gross negligence or willful


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misconduct by such party, in which case liability shall be limited to the amount
reasonably necessary to procure a substitute provider of such service or
services. For purposes of this Section, "services" shall be deemed to refer
interchangeably to Continental Services or PSF Services.

9.       Indemnification.


         (a)      PSF shall hold harmless and indemnify Continental (and its
                  directors, officers, employees, stockholders, successors and
                  assigns) from and against any and all claims, costs,
                  liabilities, losses, damages, deficiencies, judgments,
                  assessments, fines, settlements, costs and expenses (including
                  interest, penalties and fees, expenses and disbursements of
                  attorneys, experts, personnel and consultants incurred by any
                  such indemnified party in any action or proceeding between PSF
                  and such indemnified party and any third party, or otherwise
                  ("Losses")) occasioned by, arising out of, based upon or
                  otherwise in respect or in connection with this Agreement or
                  the performance by PSF of its obligations hereunder, including
                  without limitation employment related claims, including
                  workers compensation and Title VII claims, and any Loss
                  resulting from any accident or other occurrence that causes a
                  Loss, personal injury or death to any person or property;
                  provided, that in the event a final, non-appealable judgment
                  by a court of competent jurisdiction establishes that such a
                  Loss was caused by the intentional misconduct or gross
                  negligence of such indemnified party, then such indemnified
                  party shall reimburse PSF for any indemnification amounts
                  received by it for such Loss pursuant to this Section 9(a).

         (b)      Continental shall hold harmless and indemnify PSF (and its
                  directors, officers, employees, stockholders, successors and
                  assigns) from and against any and all claims, costs,
                  liabilities, losses, damages, deficiencies, judgments,
                  assessments, fines, settlements, costs and expenses (including
                  interest, penalties and fees, expenses and disbursements of
                  attorneys, experts, personnel and consultants incurred by any
                  such indemnified party in any action or proceeding between
                  Continental and such indemnified party and any third party, or
                  otherwise ("Losses")) occasioned by, arising out of, based
                  upon or otherwise in respect or in connection with this
                  Agreement or the performance by Continental of its obligations
                  hereunder, including without limitation employment related
                  claims, including workers compensation and Title VII claims,
                  and any Loss resulting from any accident or other occurrence
                  that causes a Loss, personal injury or death to any person or
                  property; provided, that in the event a final, non-appealable
                  judgment by a court of competent jurisdiction establishes that
                  such a Loss was caused by the intentional misconduct or gross
                  negligence of such indemnified party, then such indemnified
                  party shall reimburse Continental for any indemnification
                  amounts received by it for such Loss pursuant to this Section
                  9(b).


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10.      General Provisions.

         (a)      Notices. All communications to any party hereunder shall be in
                  writing and shall be delivered in person or sent by facsimile,
                  telegram, telex, by registered or certified mail (postage
                  prepaid, return receipt requested) or by reputable overnight
                  courier to the respective parties at the following addresses
                  (or at such other address for a party as shall be specified in
                  a notice given in accordance with this Section 10) (and shall
                  be deemed to have been given as of the date so delivered or
                  sent):

                  If to PSF, to:
                           Premium Standard Farms, Inc.
                           423 W. 8th Street, Suite 200
                           Kansas City, MO 64105
                           Attn:  John M. Meyer

                  If to Continental, to:
                           Continental Grain Company
                           277 Park Avenue
                           New York, NY 10172
                           Attn:  Paul J. Fribourg

         (b)      Definitions. As used herein, unless the context otherwise
                  requires,


                  "Subsidiaries" means, as to any specified person, any
                  corporation or other entity of which at least a majority of
                  the securities or other ownership interests having ordinary
                  voting power for the election of directors or other persons
                  performing similar functions are at the time owned directly or
                  indirectly by such specified person.

                  "Travel Expenses" means reasonable costs of travel for
                  business related for the providers of each of the Continental
                  Services and the PSF Services which includes economy airfare,
                  lodging, local travel, meals and miscellaneous expenses as
                  would be approved for such individual's business travel
                  pursuant to the travel policies of its employer.

         (c)      Force Majeure. A party shall not be deemed to have materially
                  breached this Agreement to the extent that performance of its
                  obligations or attempts to cure any breach are delayed or
                  prevented by reason of any act of God, fire, natural disaster,
                  accident, act of government, shortage of materials or
                  supplies, or any other cause beyond the reasonable control of
                  such party (a "Force Majeure"); provided that the party whose
                  performance is delayed or prevented promptly notifies the
                  other party of the Force Majeure cause of such prevention or
                  delay; and provided further, that if the prevention or delay
                  of such party's performance of this Agreement continues for
                  more than sixty (60) days, then the other party may terminate
                  this Agreement by giving written notice of termination.


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         (d)      Independent Contractors. The parties shall operate as, and
                  have the status of, independent contractors and shall not act
                  as or be an agent, partner, co-venturer or employee of the
                  other party. Neither party shall have any right or authority
                  to assume or create any obligations or to make any
                  representations or warranties on behalf of any other party,
                  whether express or implied, or to bind the other party in any
                  respect whatsoever.

         (e)      Amendment and Waiver. No supplement, modification or amendment
                  of this Agreement shall be binding unless executed in writing
                  by both of the parties. No waiver of this Agreement or of any
                  provision hereof shall be effective unless in writing and
                  signed by the party against whom such waiver is sought to be
                  enforced. Any waiver of any right or default hereunder shall
                  be effective only in the instance given and shall not operate
                  as or imply a waiver of any other or similar right or default
                  on any subsequent occasion.

         (f)      Assignment. Except as permitted under Section 3(d), neither
                  party shall be entitled to assign its rights or delegate its
                  obligations under this Agreement to any third party without
                  the prior written consent of the other party. Except as
                  permitted under Section 3(a)(iv) or 3(b)(iv), any attempted or
                  purported assignment or delegation without such required
                  consent shall be void. Subject to the foregoing, this
                  Agreement shall be binding upon and shall inure to the benefit
                  of the parties and their respective permitted successors and
                  assigns.

         (g)      Governing Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of New
                  York, without regard to principles of conflicts of laws.

         (h)      Severability. If any provision of this Agreement (or portion
                  thereof) is determined by a court of competent jurisdiction to
                  be invalid, illegal, or otherwise unenforceable, then such
                  provision shall, to the extent permitted by the court, not be
                  voided but shall instead be construed to give effect to its
                  intent to the maximum extent permissible under applicable law
                  and the remainder of this Agreement shall remain in full force
                  and effect according to its terms.

         (i)      Sections and Headings. The headings contained herein are for
                  the convenience of reference only and are not intended to
                  define, limit, expand, or describe the scope or intent of any
                  clause or provision of this Agreement.

         (j)      Entire Agreement. This Agreement, together with all schedules
                  hereto, constitutes the entire agreement and understanding of
                  the parties relating to the subject matter hereof and
                  supersedes all prior negotiations and understandings among the
                  parties, both oral and written, regarding such subject matter.

         (k)      Counterparts. This Agreement may be signed in counterparts and
                  all signed copies of this Agreement shall together constitute
                  one original of this Agreement.

         (l)      No Third Party Beneficiaries. Nothing contained in this
                  Agreement, express or implied, is intended to or shall confer
                  upon anyone other than the parties hereto


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                  (and their permitted successors and assigns and persons
                  entitled to the benefit of Section 9) any right, benefit or
                  remedy of any nature whatsoever under or by reason of this
                  Agreement.

         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement effective as of the day and year first written above.

                                     CONTINENTAL GRAIN COMPANY


                                     By: /s/ Michael Zimmerman
                                         --------------------------------------
                                     Its: Senior Vice President
                                          -------------------------------------



                                     PREMIUM STANDARD FARMS, INC.


                                     By: /s/ John Meyer
                                         --------------------------------------
                                     Its: CEO
                                          -------------------------------------


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