March 13, 1998



TO WHOM IT MAY CONCERN:

This agreement is made and entered into this 11th day of November, 
1997 by and between Nebraska Beef, Omaha, Nebraska 

                     And

Red Oak Farms, Inc., Red Oak, Iowa  51566.

Whereas Nebraska Beef is engaged in the business of slaughtering 
and fabricating beef and owns and operates a plant to do so in 
Omaha, Nebraska which is subject to United States Department of 
Agriculture (USDA) inspection.  Nebraska Beef desires to provide 
fee-based slaughter and fabrication services to Red Oak Farms, Inc. 
as well as purchase designated offal; by products and cattle that 
Red Oak may choose to sell them.  

Whereas, Red Oak Farms is engaged in the business of purchasing 
Certified Hereford Beef cattle and marketing and selling fabricated 
beef.  Red Oak Farms, Inc. desires to solicit slaughter and 
fabrication services for beef animals meeting Certified Hereford 
Beef certification.  Red Oak Hereford Farms, Inc. desires to sell 
to Nebraska Beef certain offal and by-product items of which Red 
Oak Hereford Farms, Inc. does not market and sell at the present 
time.  Red Oak Hereford Farms also desires to sell to Nebraska Beef 
certain carcasses that do not meet the USDA certification for 
Certified Hereford Beef.

Now therefore in consideration of the promises and mutual covenants 
set forth in the agreement the parties agree as follows:

Nebraska Beef will slaughter and fabricate 500 to 4,500 CHB 
carcasses per week.  Red Oak will make a best effort attempt to 
harvest cattle each week.

Nebraska Beef and Red Oak Farms will negotiate premiums and 
discounts on all cattle weekly.

Nebraska Beef will purchase offal and hide items at what they sell 
theirs for on an average weekly basis.

Nebraska Beef will purchase from Red Oak Farms, Inc. all hides from 
cattle under this agreement.  The purchase price will be what 
Nebraska Beef receives.  Red Oak Farms retains the right to market 
hides if they want.

Nebraska Beef's payment to Red Oak Farms, Inc. will be a net 
payment (payment for non-certified cattle, plus offal, plus hides, 
minus the slaughter and fabrication fee) closed out weekly with 
check issued to Red Oak Hereford Farms, Inc. within seven (7) days 
of slaughter.

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Nebraska Beef
March 13, 1998
Page (2)

Red Oak Farms, Inc. will pay Nebraska Beef $35.00 for every carcass 
slaughtered but not fabricated (non-certified cattle).  Red Oak 
Farms, Inc. will pay Nebraska Beef according to the following 
schedule which includes boxes and bags, slaughter and 
fabrication.	

Number of Head Fabricated               Fee Per Head

First  1,500                            $93.50
Next 1,000                              $89.50
Next 1,000                              $86.50


6a.  Cost revised annually for actual cost increases
Red Oak Farms, Inc. will deliver the cattle for weekly or daily 
slaughter to the plant either the evening before or the morning of 
the slaughter to be scheduled with Nebraska Beef cattle buyers. 

Red Oak Farms, Inc. will notify the Omaha office (Bill Ferral) as 
to the number of cattle to be delivered each week. 

Red Oak Farms will communicate with Nebraska Beef fabrication as to 
fabrication instruction or changes each week.

Red Oak Farms Inc. will provide Nebraska Beef with boxed beef 
shipping orders and truck schedules daily.  Nebraska Beef will 
store all boxes in their facility.

Red Oak Farms, Inc. will have a representative present at the plant 
the day of slaughter, grading and also the day of fabrication.  

Terms:  This agreement commences this 1st day of December, 1997 
and shall terminate December 1st, 2000, unless terminated or 
extended sooner by  a)  mutual consent of both parties; b) if 
either party becomes solvent or bankrupt;  c) violation of the 
terms of this agreement (with a 30 day continuation period); or d) 
by either party for any reason after 120 day written notification. 
Section c) is not applicable to paragraph 2.

Amendments:   This agreement may be amended at any time by mutual 
consent.

Binding Effect:  This agreement shall be binding on the parties 
hereto and their respective heirs, executors, successors, and 
assigns.  


______________________________       ______________________________
President                 Date       President                 Date
Nebraska Beef                        Red Oak Farms, Inc.

GMR:kjt

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