EMPLOYMENT AGREEMENT


      AGREEMENT entered into this 7th day of April, 1997, by
and between Lehi German, hereinafter referred to as the 
"Employee," and SF Services, Inc., an Arkansas agricultural 
cooperative, hereinafter referred to as the "Employer."

      1.    Employment.  The Employer hereby agrees to employ 
the Employee, and the Employee hereby agrees to accept 
employment upon the terms and conditions hereinafter set forth.

      2.    Term.  Subject to the provisions for termination 
as hereinafter provided, the term of this Agreement shall 
begin on March 15, 1997, and shall continue until March 14, 
2000.

      3.    Compensation.  During the term hereof, the Employer 
shall pay the Employee as follows for the services to be 
rendered hereunder and for the covenants set forth in 
paragraph 12:

            (a)    Base Salary.  During the first year of 
this Agreement, the Employee shall receive a base salary 
of two hundred thousand dollars ($200,000) payable proratably 
in accordance with the Employer's established payroll periods.  
In each of the other two (2) years during the term hereof, 
the Employee's base salary, which shall not be less than the 
first year's base salary, shall be determined after a 
performance review by the Employer's Chief Executive Officer. 

            (b)    Bonus.  The Employee shall be entitled to a 
guaranteed annual bonus of thirty thousand dollars ($30,000) 
during the first year of this Agreement payable in twenty-four 
(24) equal semimonthly installments of one thousand two hundred 
fifty dollars ($1,250) each beginning on March 31, 1997, and 
continuing during the next twenty-three (23) pay periods.  The 
Employee shall receive incentive bonuses during the second 
(payable on or before November 15, 1998) and third (payable on 
or before November 15, 1999) years of this Agreement which 
shall be predicated on incentives that are implemented for all 
executives of the Employer and shall receive a guaranteed bonus 
during the second year of fifteen thousand dollars ($15,000) 
payable in twelve (12) equal semimonthly installments of one 
thousand two hundred fifty dollars ($1,250) each during the 
twelve (12) pay periods following the first year's guaranteed 
bonus; and further provided that the second year's guaranteed 
bonus shall be credited against the full incentive bonus payable 
to the Employee for the second year.  In the event the 
employment relationship should terminate during any year at a 
time other than an anniversary date, then the Employee shall be 
entitled to a prorata portion of the annual incentive bonus for 
the second or third year, as the case may be, based on the 
number of days during the year prior to the termination.  
<PAGE>

      4.    Severance Pay.  In the event the Employer should 
terminate the Employee without cause (which is defined under 
paragraph 14) or substantially reduce his responsibilities as 
defined in paragraph 5 during the term of this Agreement, then 
the Employer agrees to pay the Employee severance pay which 
shall be equal to the Employee's base salary for the year of 
termination as provided under subparagraph (a) of paragraph 3 
(the "Severance Amount"); provided, however, if the termination 
occurs during the first year of the term hereof, then the 
severance pay shall be two hundred percent (200%) of the 
Severance Amount.  Any severance pay due hereunder will be 
payable in twelve (12) equal monthly installments beginning 
ninety (90) days after the final date of the Employee's 
employment or substantial reduction in duties and, if the 
Employee has been terminated without cause, payment thereof 
will discharge in full the Employer's obligation to the Employee 
arising out of their employment relationship.  In the event the 
Employer makes severance pay payments to the Employee following 
termination and the Employee violates the provisions of 
paragraph 12 following termination, then the Employee shall 
reimburse the Employer upon demand for all amounts of severance 
pay received and the Employer shall be entitled to cease making 
payments.

      5.    Duties of Employee.  During the first year of the 
term of this Agreement, the Employee shall be assigned a 
mutually agreed upon title and shall be responsible for developing 
a strategic business plan for each division of the Employer; 
thereafter, he shall assume operating responsibility for at least 
two (2) of the Employer's divisions. 

      6.    Insurance Benefits.  During the term of this 
Agreement, the Employer shall provide the Employee with the 
following insurance benefits: 

            (a)    Group Plans.  All insurance benefits provided 
to employees of the Employer based upon class of employment; 
provided, however, if the Employee shall be terminated by the 
Employer for other than cause as defined in paragraph 14, then 
the Employer shall continue the Employee's health insurance 
coverage for so long as severance pay is owed under paragraph 4.

            (b)    Term Life Insurance.  During the term of this 
Agreement, the Employer shall provide the Employee, if insurable 
at standard rates, with an employee-owned policy of term 
insurance with coverage equal to two and one-half (21/2) times the 
Employee's base salary as determined under subparagraph (a) of 
paragraph 3.  Upon termination of employment, the Employer shall 
provide documentation necessary to allow the Employee to continue 
the policy at the Employee's expense.    
<PAGE>

      7.     Travel and Business-Related Expenses.  The 
Employer will reimburse the Employee for all reasonable travel 
and business-related expenses. In addition, the Employer will 
pay for the Employee the dues and initiation fees for 
memberships in professional organizations approved by the 
Employer.  
<PAGE>

      8.    Qualified Deferred Compensation Plans.  Subject 
to meeting eligibility requirements, the Employee shall 
participate in all of the Employer's qualified retirement 
plans.  

      9.    Nonqualified Deferred Compensation Plan.  The 
Employer agrees to establish a nonqualified plan of deferred 
compensation for the Employee's benefit in the form and 
manner described in Exhibit A, attached hereto, to which the 
Employer will make a minimum annual contribution of eight 
percent (8%) of the Employee's base salary as determined 
under paragraph 3(a) during the term of this Agreement and 
thereafter under the oral or written agreement in effect.  
Such contribution shall be in the form of cash or property, 
as specified in Exhibit A.  Benefits shall be payable as 
described in Exhibit A.  This paragraph (and the respective 
provisions of Exhibit A) shall survive the term of this 
Agreement and shall continue so long as the Employee is 
employed by the Employer.  Provided, however, the required 
contribution hereunder shall be reduced to the extent the 
Employer shall provide a comparable retirement benefit for 
the Employee under a qualified retirement plan and/or another 
nonqualified retirement plan.

      10.   Relocation Expenses.  The Employer shall provide 
the Employee lodging until the Employer purchases the 
Employee's home as provided in paragraph 17.  The Employer 
and the Employee shall mutually agree on reimbursement, if 
any, for the other documented relocation expenses described 
on the attached Exhibit B. 

      11.   Incentive Plans.  The Employer commits to the 
Employee that it will undertake to develop a management 
long-term incentive plan designed to attract and retain high 
quality management personnel who can produce the level of 
sustained results needed to allow the Employer to attain its 
business plan over a period of time.  

      12.   Noncompetition.  The Employee agrees to the 
following restrictions on him during the term of this 
Agreement and thereafter:

            (a)   The Employee agrees that he will not, at 
any time during the term of this Agreement or any oral or 
written extension thereof or during the six-month period 
following the termination of his employment participate in 
any capacity with any business of whatever form if in such 
<PAGE>

capacity he personally engages in any business activity which
is the same as, similar to, or in any manner competitive with,
the business now or hereafter engaged in by the Employer or 
any of its related entities in any county in any state in 
which the Employer or any of its related entities has a 
member store either on the date hereof or on the date of 
the Employee's termination of employment.  

            (b)   The position of the Employee will place him 
in close contact with many confidential affairs of the Employer 
and its related entities including matters of a business nature 
such as information about costs, profits, markets, sales, 
trade secrets, potential patents and other business ideas, 
customer lists, plans for future developments and other 
information not known to businesses in the same lines of 
business as the Employer and its related entities and other 
proprietary rights (hereinafter, collectively, "Confidential 
Matters").  The Employee agrees at all times hereafter to 
protect from damage or destruction and keep secret all 
Confidential Matters of the Employer and its related entities 
and not to disclose them in any manner whatsoever to anyone, 
or otherwise use them or use his knowledge of the knowhow, 
sales techniques, sales operation, customer lists, trade names 
or trade marks and other valuable intangible assets of the 
Employer or any of its related entities, except with the 
Employer's prior written consent, or as required by an Order 
of a federal or state governmental agency or a court.   The 
Employer acknowledges that the purpose of this provision is not 
to preclude the Employee from obtaining employment with another 
employer, but is to prohibit the use of the Confidential 
Matters to the Employer's detriment.

            (c)   The parties agree that any disputes arising 
out of paragraph 12(a) and/or paragraph 12(b) shall be 
referred to binding arbitration using a single arbitrator in 
accordance with the then current rules of the American 
Arbitration Association, and the parties further agree that, 
subject to factors beyond the reasonable control of either 
party, the decision of the arbitrator shall be binding upon 
both parties and completed within ninety (90) days after it is 
initiated.  The arbitrator shall also determine which party or 
parties shall bear the cost of arbitration.  

      13.    Performance Review:  The Employer shall establish 
procedures by which its President and Chief Executive Officer, 
the Board of Directors or a committee thereof will annually 
review the Employee's performance.  The review will be based 
on objective standards of performance of the duties of the 
Employee consistently applied from year to year.  The Employee 
shall be provided a written copy of the results of the review 
and shall be informed of any areas of performance which are 
deemed to require improvement and have the opportunity to 
respond thereto.

<PAGE>

      14.   Termination by Employer.  The Employer shall have 
the right to terminate this Agreement at any time for cause 
in which event the Employee shall be terminated immediately 
and shall not be entitled to severance pay pursuant to 
paragraph 4.  For purposes of this Agreement "cause" shall 
exist if:

           (a)   The Employee fails to discharge his 
responsibilities hereunder to the satisfaction of the 
Employer's Board of Directors after being reprimanded in 
writing, specifying in detail the Employee's failures which 
must be material, for a prior failure to do so and then given 
sixty (60) days to properly discharge his duties.  In the 
exercise of its authority under this provision, the Employer 
shall consider the prior performance reviews of the Employee 
and any determination of a material failure of performance by 
the Employee shall be based on reasonable findings of fact and 
not be arbitrary or capricious;

            (b)   The Employee violates the restrictive 
provisions of paragraph 12; or

            (c)   The Employee engages in any act which 
constitutes (i) a felony under any state or federal law; 
(ii) gross, willful or wanton negligence or misconduct; or 
(iii) a breach of any fiduciary duty to Employer.

      15.   Notices.  Any notice required or permitted to be 
given under this Agreement shall be sufficient if in writing, 
and if sent by registered mail or certified mail to his 
residence in the case of the Employee, or to its principal 
office in the case of the Employer. 

      16.   Vacation and Professional Development Time.  The 
Employee shall be entitled to twenty (20) working days of paid 
vacation plus normal holidays per year as well as reasonable 
time for professional development.  

      17.   Purchase of Home.  On or before August 15, 1997, 
the Employer agrees to purchase the Employee's home in Kansas 
City, Missouri, for five hundred fifty thousand dollars 
($550,000) and to assume all costs in conjunction with the 
closing of that purchase.  

      18.   Waiver of Breach.  Waiver by the Employer of a 
breach of any provision of this Agreement by the Employee shall 
not operate to be construed as a waiver of any subsequent 
breach by the Employee. 

      19.   Entire Agreement.  This instrument contains the 
entire agreement of the parties.  It may not be changed orally 
but only by an agreement in writing signed by the party against 
whom enforcement of any waiver, change, modification, extension 
or discharge is sought. 
<PAGE>

      20.   Benefit.  This Agreement shall inure to the benefit 
of, and shall be binding upon, their heirs, successors, 
assigns, and legal representatives.

      IN WITNESS WHEREOF, the parties have executed this 
Agreement the day and year aforsaid.

                          EMPLOYER:

                          SF SERVICES, INC.

                          By:  /s/ Michael P. Sadler
                             -----------------------
                             Michael P. Sadler
                             President and Chief Executive Officer
<PAGE>

                          EMPLOYEE:

                              /s/ Lehi German
                              ----------------------
                              Lehi German

<PAGE>
                         EXHIBIT A

                       SF SERVICES, INC.
            NON-QUALIFIED DEFERRED COMPENSATION PLAN

                           PREAMBLE

WHEREAS, SF Services, Inc. does not presently maintain a 
qualified retirement plan which is comparable to this Plan
for the benefit of its employees which provides a 
nondiscretionary, non-matching employer contribution; 

WHEREAS, SF Services, Inc. and its subsidiaries desire to 
provide a Non-Qualified Deferred Compensation Plan to provide 
benefits to certain Executive Employees; 

NOW, THEREFORE, SF Services, Inc. for itself and on behalf of 
its subsidiaries does hereby adopt the Plan as set forth in 
the following pages.


                         ARTICLE I

                        DEFINITIONS

      The following terms when used herein shall have the 
following meaning, unless a different meaning is clearly required
by the context.

      1.01  Account.  "Account" means the separate bookkeeping 
record of each Participant's aggregate Employer Contributions 
(as defined in paragraph 3.01 of this Plan), and any 
Hypothetical Income or Loss thereon, which shall be valued as 
of each Valuation Date. 

      1.02  Beneficiary.  "Beneficiary" means the person(s) or 
estate entitled to receive benefits under this Plan after the 
death of a Participant.

      1.03  Board.  "Board" means the Board of Directors of SF 
Services, Inc.

      1.04  Code.  "Code" means the Internal Revenue code of 
1986, as amended, and including all regulations promulgated 
pursuant thereto.

      1.05  Company.  "Company" means SF Services, Inc.
 
      1.06  Compensation.  "Compensation" means the base 
compensation (as defined in the Participant's Employment 
Agreement) earned as an employee for personal services rendered 
to the Employer for the Plan Year. 
<PAGE>

      1.07  Effective Date.  "Effective Date" means April 7, 1997


      1.08  Eligible Employee.  "Eligible Employee" means an 
employee who is an Executive Employee, as defined herein.  The 
Board of Directors of the Employer shall have the sole and 
absolute discretion to determine which employees with the 
Employer shall be considered eligible.

      1.09  Employer.  "Employer" means SF Services, Inc., an
Arkansas agricultural cooperative, or a subsidiary thereof 
which is the employer of the Participant.

      1.10  ERISA.  "ERISA" means the Employee Retirement 
Income Security Act of 1974, as amended from time to time.

      1.11  Executive Employee. shall mean those persons in 
the regular full-time employment of the Employer  who are key 
employees and who are members of the management staff and who 
are specifically selected for participation in the Plan by 
the Employer.

      1.12  Employer Contribution.  means the contribution 
made by the Employer to the Plan, as specified in paragraph 
3.01, herein. 

      1.13: Hypothetical Income or Loss: means the income or 
loss as measured by the Hypothetical Investments described in 
Paragraph 3.03 of the Plan, in which the Participant is deemed 
to have invested.  The Employer shall be under no obligation 
to invest any portion of its general assets in any mutual 
funds, stocks, bonds or other investments in order to 
accumulate funds for the satisfaction of its obligations under 
this Plan.   The bookkeeping accounts described in paragraph 
1.01 will equal the amounts of principal and gain or loss that 
would have resulted if the amounts contributed in Paragraph 
3.01 had actually been invested in the Hypothetical Investments 
described in Paragraph 3.03 and may, but shall not necessarily, 
correspond with the value of any assets retained by the Company 
or transferred to a Trustee for the purposes of informally 
funding the obligation(s) created by this Plan.

      1.14  Participant.  "Participant" means an Eligible 
Employee or former employee who is or has been enrolled in 
the Plan and who retains the right to benefits under the Plan.

      1.15  Plan.  "Plan" means this SF Services, Inc. 
Non-Qualified Deferral Compensation Plan as amended from time 
to time.

      1.16  Plan Administrator.  "Plan Administrator" means 
the Plan Administrative Committee which shall be appointed by 
the Employer.
<PAGE>

      1.17   Plan Year.  "Plan Year" means the twelve month 
period beginning January 1 and ending December 31.   However,
the first Plan Year shall begin on April 7, 1997 and end on 
December 31, 1997.

      1.18  Trust. "Trust" means the SF Services, Inc. 
Non-Qualified Deferred Compensation Trust which is a "rabbi 
trust" in that all assets of the Trust will remain subject to 
the claims of the Employer's creditors.


      1.19  Trustee.  "Trustee" means the trustee designated 
pursuant to the Trust agreement which the Employer may establish 
as provided in Paragraph 7.04 of this Plan.

      1.20  Valuation Date.  "Valuation Date" means the last 
day of the Plan Year; provided however, that the Employer may 
establish more frequent Valuation Dates.


                       ARTICLE II


                     PARTICIPATION

      2.01  Eligibility for Participation.  Eligible Employees 
shall become a Participant in this Plan on the later of the 
date they commence employment or the date the Employer has 
selected an Eligible Employee for participation in the Plan.  
A commitment by the Employer, in an Employment Agreement 
or other legally binding contract, to provide the Employee 
with a benefit under this Plan shall be deemed to be a selection
of that Employee to participate in the Plan.  



                      ARTICLE III

                     CONTRIBUTIONS


      3.01   Employer Contribution.	A Participant shall be 
entitled to receive an annual Employer Contribution.  The amount 
of the Employer Contribution shall be eight percent (8%) of 
the Employee's Compensation, as defined herein.  A Participant's
Employer Contribution shall be accounted for in the 
Participant's Employer Contribution Account.  For purposes 
of valuing the Account, one-fourth (1/4) of the annual Employer 
Contribution shall be deemed to have been allocated to the 
Account  on the last day of each Plan Year quarter.  One-fourth 
(1/4) of the annual Employer Contribution shall actually be 
contributed to the Trust on the last day of each Plan Year 
quarter, as provided in paragraph 7.04 of this Plan.
<PAGE>
      3.02   Vesting of Contributions.  A Participant shall 
always be 100% vested in the Employer Contribution Account .

      3.03   Hypothetical Investment:  In order to determine 
the amount of the Hypothetical Income or Loss, the Participant
may elect to use a combination of the following hypothetical 
investments, in increments of 10%.  A Participant may elect 
to reallocate his account effective on the first business 
day of each calendar year quarter.   The election must be 
made by submitting instructions to the Administrator, on forms 
provided by the Administrator, at least thirty (30) days prior 
to the reallocation date.  There will be no funds actually 
invested by the Plan Administrator for the Participant in any 
of these investments. 

      HYPOTHETICAL INVESTMENTS AVAILABLE:  Any security or 
other investment which is traded on a nationally registered 
securities exchange excluding securities or obligations issued 
by the Employer.


                         ARTICLE IV

                           PAYMENT

      4.01  Eligibility for Payment.

            (a)   Distribution of vested Account shall be made 
only after the later of the Participant's attainment of age 
55 or actual retirement.  Provided, however, that distribution 
of vested Accounts shall also be permitted due to an 
Unforeseeable Emergency.  

            (b)   For purposes of this Section, "Unforeseeable 
Emergency" means an unanticipated emergency that is caused by 
an event beyond the control of the Participant that would 
result in Severe Financial Hardship to the individual if early 
withdrawal were not permitted.  Unforeseeable Emergency shall 
include, but not be limited to, the Participant's involuntary 
unemployment for a duration of six (6) months or more.  For 
purposes of this section, Severe Financial Hardship will result 
if the distribution is necessary in light of immediate and heavy 
financial needs of the Participant, where such Participant lacks 
other available resources. 

            (c)   In the event of Unforeseeable Emergency on the 
part of a Participant, the Participant may submit in writing 
the facts and circumstances describing the hardship to the 
Plan Administrator.   The Plan Administrator shall review the 
claim and determine if such claim meets the standards specified 
above.  If a favorable determination is made, the amount 
available shall be limited to amount necessary to meet the 
Unforeseeable Emergency and shall be paid out in a lump sum 
payment, within thirty (30) days of the Participant's request.
<PAGE>
            (d)   In the event of the Participant's death prior 
to the full distribution of the Participant's Account, any 
remaining Account balance shall be payable to the Participant's 
beneficiary, in accordance with Paragraph 5.01(a) of this Plan. 

      4.02  Benefit Payment.  Benefits, other than those due to an
Unforeseeable Emergency, hsall be paid over a period of five (5) 
successive years commencing on the later of the date the Participant
attains age 55 or actual retires and continuing on the next four 
anniversaries thereof.  The amount distributed shall be determined
as follows:

            ANNUAL           PORTION OF 
            DISTRIBUTION     REMAINING VESTED ACCOUNT 
                             (as of most 
                             recent Valuation Date)
            First              20%  
            Second             25%
            Third              33.3%
            Fourth             50%
            Fifth              100%

ARTICLE V

                       DEATH BENEFITS

      5.01 Designation of Beneficiary.


            (a)   A Participant may designate one or more 
Beneficiaries to receive the balance of the Participant's 
Accounts in the event of the Participant's death on such form 
as supplied by the Plan Administrator.  A Participant may by 
similar action designate a change of Beneficiary at any time, 
which change shall be effective only upon receipt by the Plan 
Administrator of said notice. The last such designation form 
filed with the Plan Administrator shall control.

            (b)   In the absence of a written designation, or 
in the event a Participant dies without a Beneficiary surviving 
him, the amount which would otherwise be payable to his 
Beneficiary shall be paid to the surviving spouse of such 
Participant or if none, to such Participant's estate. A 
Beneficiary shall have no interest or rights under the Plan 
during the lifetime of the Participant, except as may be 
provided otherwise in the Plan, ERISA or the Code.

<PAGE>
                        ARTICLE VI

                      ADMINISTRATION

      6.01  Fiduciaries.

            (a)   Any fiduciary shall have only those powers, 
duties, responsibilities, and obligations which are specifically 
allocated to them under the Plan.  Notwithstanding the foregoing, 
any person may serve in more than one fiduciary capacity.

            (b)   Each fiduciary warrants that any directions 
given, information furnished, or action taken by it shall be in 
accordance with the provisions of the Plan authorizing or 
providing for such direction, information or action.  Furthermore,
each fiduciary may rely upon any such direction, information
or action of any other named fiduciary as being proper under the 
Plan, and is not required to inquire into the propriety of any 
such direction, information or action.  No fiduciary shall be 
deemed to have guaranteed the Trust in any manner against 
investment loss or depreciation in asset value.

      6.02  Powers and Responsibilities of the Company and 
Employers.

            (a)   An Employer shall supply such information as 
may be requested by the Plan Administrator or the Trustee 
including information with respect to compensation, service, 
age, retirement, death, termination of employment of any Employee 
or Participant.

            (b)   The Company shall receive and review reports of 
the receipts and disbursements of the Trust from the Trustee;

            (c)   The Company shall file or cause to be filed 
with the appropriate government agency (or agencies) any required 
reports, summary plan description, and any other pertinent 
documents.

      6.03   Plan Administrator.  The "named fiduciary" (as 
defined in Section 402 of ERISA) of the Plan is the Plan 
Administrative Committee which is also designated under 
Paragraph 1.15 of the Plan as the Plan Administrator.  

      6.04  Powers and Responsibilities of the Plan Administrator.
The Plan Administrator shall carry out the daily management 
of the Plan in accordance with its terms and shall have the 
power to determine all questions arising in connection with the 
administration, interpretation, and application of the Plan. 
Any such determination by the Plan Administrator shall be 
conclusive and binding upon all persons.  The Plan Administrator 
may correct any defect, supply any information, or reconcile 
any inconsistency in such manner and to such extent as shall 
be deemed necessary or advisable to carry out the purpose of 
<PAGE>

this Plan; provided, however, that any interpretation or 
construction shall be made and applied in a nondiscriminatory 
manner.  The Plan Administrator shall have such powers and 
duties, unless otherwise provided herein, as may be necessary 
to discharge its duties hereunder, including, but not limited 
to, the power and duty:

            (a)  to construe and interpret the Plan, decide 
all questions of eligibility for payment of any benefits 
hereunder;

            (b)  to adopt such rules, such procedures and 
forms as it deems appropriate;

            (c)  to make a determination as to the right of 
any person to a benefit and to afford any person dissatisfied 
with such determination the right to a hearing thereon;

            (d)  to receive from an Employer and from Employees
such information as shall be necessary for the proper 
administration of the Plan;

            (e)  to delegate to one or more of the members of 
the Committee the right to act in its behalf in all matters 
connected with the administration of the Plan and Trust and 
to delegate ministerial matters to its agents or employees, 
who need not be members of the Committee;

            (f)  to furnish any Employee and each Beneficiary 
receiving benefits hereunder a summary plan description 
explaining the Plan unless exempted under ERISA;

            (g)  to furnish any Employee or Beneficiary who 
requests in writing statements indicating such Employee's or 
Beneficiary's Account balance;

            (h)  to maintain all records necessary for 
verification of information required to be filed with any 
governmental agency;

            (i)  to report to the Trustee all available 
information regarding the amount of benefits payable to each 
Participant, the computations with respect to the allocation 
of assets, and any other information which the Trustee may 
require;

            (j)  to retain such agents, and employees, 
including legal counsel (which may be counsel for the 
Employer), as it deems appropriate for the discharge of its 
duties hereunder.
<PAGE>

      6.05  Voting of Securities.  The Plan Administrator may 
direct the Trustee as to the manner in which voting, dissenter's 
or other stockholder's rights of securities held by the Trust 
are to be exercised.

      6.06  Decisions of the Plan Administrator.  The decisions 
of the Plan Administrator shall be conclusive and binding upon 
the Company, the Employers, the Trustee and all Employees, 
Participants and Beneficiaries.  All decisions of the Plan 
Administrator which involve the exercise of discretion shall 
be made upon the basis of uniform principles established in 
this Plan and by the Plan Administrator.

      6.07  Records and Statements.  The Plan Administrator 
shall maintain such records as may be required by law, the Plan 
or as it otherwise deems appropriate for the administration of 
the Plan. Such records shall be subject to the inspection by 
the Company, the Employers and of any Participant or Beneficiary, 
but only to the extent that they apply to him.

      6.08  Payment of Expenses.  All expenses incident to the 
administration, termination or protection of the Plan and Trust,
including but not limited to, legal, accounting, actuarial and 
Trustee's fees shall be paid by the Employer.

      6.09  Benefit Claims Procedure.  The Plan Administrator
shall make all determinations as to the right of any such person
to any benefit under the Plan.  Any Participant, Beneficiary, or
the authorized representative of either of the foregoing may file
a request for benefits under the Plan. Such request shall be
deemed filed when made in writing addressed or hand-delivered 
to the Plan Administrator in care of the Employer.  Such request 
shall be on such form and pursuant to such rules as are adopted 
by the Plan Administrator and shall set forth the basis of 
such claim. Upon receipt of such claim, the Plan Administrator 
shall conduct such examinations as may be necessary to 
determine the validity of the claims and, if appropriate, 
shall take such steps as may be necessary to facilitate the 
payment to which the claimant is entitled.

      6.10  Claims Review Procedure.  If any claim for 
benefits is denied, the Plan Administrator shall notify the 
claimant in writing.  The notice of the denial of benefits 
shall state the specific reason for such denial and cite any 
applicable provisions of the Plan upon which the denial is 
based.  If the claim can be corrected, a request for such 
information shall be made and the reason for requesting 
such additional information shall be stated in the notice 
to the claimant.  The claimant shall be entitled to appeal 
the decision to the Plan Administrator for a period of sixty 
(60) days after receipt of the notification of denial.  The 
claimant shall be advised that the failure to perfect and 
appeal within such sixty (60) day period shall make the Plan 
<PAGE>

Administrator's decision conclusive. The Plan Administrator 
shall furnish the claimant or his personal representative any 
Plan information needed to perfect his appeal.

      6.11  Unclaimed Benefits.  Each Participant and 
Beneficiary of a deceased Participant shall file with the 
Plan Administrator from time to time in writing, his home 
address and each change of home address.  Any communication 
addressed to the Participant or the Beneficiary at his last
home address filed with the Plan Administrator, or if no such 
address was filed, then at his last home address as shown on 
the Employer's records, shall be binding on the Participant or
Beneficiary for all purposes of the Plan. The Plan 
Administrator shall not be obligated to search for or 
ascertain the whereabouts of any Participant or Beneficiary.
If the Plan Administrator furnishes notice to any Participant 
or Beneficiary of a deceased Participant, that he is entitled 
to a distribution and the Participant or Beneficiary fails to 
claim such distribution or make his whereabouts known to the 
Plan Administrator, such benefit shall be retained by the 
Plan until the earliest of (i) the date of the Plan is 
terminated without the establishment of a successor plan, or 
(ii) the date the Employer is liquidated. Such Participant's 
benefit shall then be disposed of as follows:

            (a)   If the Participant has not been located by 
the time of distribution of assets, and that the whereabouts 
of the Beneficiary of such Participant then is known to the 
Plan Administrator, payment shall be made to such Beneficiary.

            (b)   If the whereabouts of both such Participant 
and his beneficiary are unknown to the Plan Administrator, the
Plan Administrator may direct the distribution of such 
Participant's benefit to the Employer.

      6.12   Indemnification.  The Employer shall indemnify 
each member of each committee appointed by it and each other 
fiduciary with respect to the Plan from and against any and 
all liabilities, costs, damages or expenses occasioned by any 
act or omission, to the extent required by the Employer's Bylaws,
court decision or individual agreement with such fiduciary, but 
not in any event when the same is judicially determined to be 
due to the gross negligence willful misconduct or fraud of such 
member. The Employer may purchase insurance to the extent 
deemed appropriate in connection with such indemnification.

<PAGE>
      ARTICLE VII

      FUNDING AND RELATED MATTERS

      7.01   Compliance With Applicable Law.  It is the intent 
of the Employer to comply with Title I of ERISA.  With respect 
to such Title, this Plan is intended to be an unfunded plan 
(in that it will be "informally funded" through utilization of 
the Trust) maintained primarily for the purpose of providing 
deferred compensation for a select group of management or 
highly compensated employees and it is not intended that any 
separate trust or other pool of assets shall exist solely for 
the payment of benefits.

      7.02   Valuation of Accounts.  As of each Valuation Date, 
and at such other times as the Plan Administrator shall direct, 
the Plan Administrator shall ascertain the fair market value 
of the Accounts as of such day.  Whenever the term "balance 
of the Participant's Accounts" is used herein this shall mean 
the balance of the Participant's Accounts as of the last 
Valuation Date as determined by the Plan Administrator, plus 
any Employer Contributions which have been made but not yet 
included in the last valuation. 

      7.03   Protective Clause.  Neither the Employers, the 
Board, the Trustee nor the Plan Administrator shall be 
responsible for the validity of any contract of insurance 
issued in connection with the Plan or Trust or for the 
failure on the part of the insurer to make payments provided 
by such contract, or for the action of any person which may 
delay payment or render a contract null and void or unenforceable 
in whole or in part.

      7.04   Unsecured General Creditor:  The Participant, 
Beneficiary and any other person or persons having or claiming 
a right to payments hereunder or to any interest in this Plan 
shall rely solely on the unsecured promise of the Employer set 
forth herein, and nothing in this Plan shall be construed to 
give the Participant, Beneficiary, or any other person or 
persons any right, title, interest or claim in, or to, any 
specific asset, fund, reserve, account or property of any kind 
whatsoever owned by the Employer or in which it may have any 
right, title or interest now or in the future. The Employer 
shall, however, informally fund its obligations under this 
Plan through the establishment and maintenance of a Trust.  
The Employer will make contributions to the Trust, at the 
end of each calendar quarter, in the amount described in 
Paragraph 3.01 of this Plan.  Once contributed, any and all 
Trust assets will remain subject to the claims of the Employer's
creditors, and the Plan shall remain an unfunded plan within 
the regulatory framework of ERISA. 

<PAGE>
      ARTICLE VIII

      AMENDMENT AND TERMINATION

      8.01   Amendment.  The Committee, as authorized by the 
Board, shall have the right to amend this Plan, at any time 
and from time to time, in whole or in part.  The Board shall 
notify each Participant within a reasonable time after such 
amendment in writing of any Plan amendment.  No such amendment 
shall reduce or eliminate the benefits of a Participant which 
have accrued up to the effective date of the amendment.

      8.02   Termination.  Although the Company has established 
this Plan with a bona fide intention and expectation to maintain 
the Plan indefinitely, the Committee, as authorized by the Board, 
may terminate the Plan in whole or in part at any time without 
any liability for such termination or discontinuance.  Upon 
Plan termination, all Contributions shall cease and the 
Committee and the Participant may mutually agree that the 
Participant's Account shall be paid immediately upon plan 
termination.  If the Employer establishes a retirement plan 
qualified under 401 of the Internal Revenue Code, and to the 
extent permitted by applicable law, the Employer and Participant 
may mutually agree that the Participant may transfer the 
Account to such qualified plan upon plan termination.  If 
no such mutual agreements are reached, the Committee shall 
retain all Accounts until each Participant would otherwise 
receive payment pursuant to the Plan.


      ARTICLE IX

      MISCELLANEOUS

      9.01   Limitation of Rights; Employment Relationship.  
Neither the establishment of this Plan nor any modification 
thereof, nor the creation of any fund or account, nor the 
payment of any benefits, shall be construed as giving a 
Participant or other person any legal or equitable right 
against the Employer except as provided in the Plan.  In 
no event shall the terms of employment of any employee be 
modified or in any way be affected by the Plan.

       9.02   Limitation on Assignment.

            (a)   Benefits under this Plan may not be assigned 
or alienated by any Participant or a Participant's Beneficiary.  
A Participant's or Beneficiary's interest in benefits under the 
Plan shall not be subject to debts or liabilities incurred by 
the Participant or the Beneficiary and shall not be subject 
to attachment, garnishment or other legal process as a result 
of any of the Participant's or Beneficiary's debts or 
liabilities.  
<PAGE>
            (b)   The provisions of this Section shall not apply 
to the extent a Participant or Beneficiary is indebted to the 
Employer for any reason.  At the time a distribution is to be 
made to or for his benefit, such proportion of the amount 
distributed as shall equal such indebtedness shall be paid to 
the Employer to apply against or discharge such indebtedness.

      9.03   Representations.  The Company does not represent 
or guarantee that any particular federal or state income, 
payroll, personal property or other tax consequence will 
result from participation in this Plan.  A Participant should 
consult with professional tax advisors to determine the tax 
consequences of his or her participation.  

      9.04   Severability.  In the event that any provision 
of this Plan shall be held illegal or invalid for any reason, 
the illegality or invalidity shall not affect the remaining 
provisions of this Plan, but shall be fully severable and the 
Plan shall be construed and enforced as if the illegal or 
invalid provision had never been inserted herein.

      9.05   Governing Law.  The validity, construction, and 
effect of this Plan and its enforcement shall be determined by 
ERISA and by the common law of trusts as developed under ERISA.

      9.06   Binding Effect.  The provisions of this Plan 
shall be binding upon each Participant and each Beneficiary 
or other person entitled to any Benefits hereunder, their 
heirs, personal representatives, and assigns.


                        SF Services, Inc.


                        By: /s/ Michael P. Sadler
                               ------------------
                        Title:  President & CEO


<PAGE>
                           EXHIBIT B


                   Relocation Expense Proposal


Temporary living        Airfare to and from former residence
                        to conduct personal business, maximum 
                        four round trips.  May be used by 
                        Employee or a person of his choice.

Premove/househunting    Airfare, lodging, and meals, maximum 
trips to Little Rock    two round trips.

Shipment of household   Packing and transportation of household goods
goods                   Appliance disconnection and reconnection
                        In transit storage, maximum sixty days
                        Carton pickup within thirty days of delivery

Expenses en route to    Meals, lodging, and mileage reimbursement 
new location            at 31.5 cents/mile.

Home purchase expenses  Prepurchase valuation of proposed home by 
(Employee will have     independent appraiser.
18 months after 
employment to use 
this home purchase      Purchase closing costs including, but not 
benefit)                limited to, the following:
                        Loan origination fee and/or discount 
                        points (maximum 2 points),
                        Appraisal fee, credit report, lender 
                        inspection fee, abstracting fee, attorney 
                        fee, radon testing, and termite inspection.

Tax liability           Benefit of tax allowance for the employee, 
allowance               based on the employee's federal, state, 
                        and city tax liability resulting from 
                        moving expense reimbursement.  Payment 
                        to be made using the employee's 
                        applicable marginal tax rates, grossed-up,
                        and directly deposited into employee's
                        tax account at the Employer.