EMPLOYMENT AGREEMENT


     This Employment Agreement dated effective as of 
January __, 1999, is made and entered into by and between 
Jitney-Jungle Stores of America, Inc., a Mississippi corporation 
(the "Company"), and Richard D. Coleman (the 
"Executive"), an individual residing at 5005 Garrick Court, 
Tampa, Florida 33624.


				  RECITALS


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

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

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

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

     3.      Term.  The initial term of this Agreement shall 
commence as of the effective date hereof and, unless earlier 
terminated pursuant to Section 8, shall continue thereafter until 
the earliest of (a) December 31, 1999, (b) until terminated by 
either party upon the giving of at least thirty (30) days' advance 
written notice, or (c) the day following the consummation of a 
transaction giving rise to a Change of Control Event (as defined 
in Section 8(e) of the Agreement).

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


	     (a)     Base Salary.  Company shall pay 
     Executive a base salary ("Base Salary") at a rate of no 
     less than $200,000.00 per year from the date hereof.  
     The Base Salary shall be inclusive of all compensation 
     for any services Executive may be elected or selected to 
     perform (i) as a member of the Board of Directors of the 
     Company and/or any of its affiliates and subsidiaries, or 
     (ii) as a member of any appointed committees of such 
     Boards of Directors, including the Executive Committee. 
     Executive's Base Salary shall be paid in installments in 
     accordance with the Company's normal payment 
     schedule for its senior management.  All payments shall 
     be subject to the deduction of payroll taxes and similar 
     assessments as required by law.

	     (b)     Bonus.  In addition to the Base Salary, 
     Executive shall be paid on December 31, 1999 a cash 
     bonus of $300,000.00 provided any of the following 
     occur:  (i) Executive remains employed with Company 
     as the Chief Financial Officer through December 31, 
     1999; (ii) the Company terminates this Agreement 
     without Cause (as hereinafter defined); or (iii) the 
     Executive terminates this Agreement for Good Reason 
     (as hereinafter defined).

     5.      Fringe Benefits.

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

	     (c)     The Company shall also furnish 
     Executive with suitable living arrangements in Jackson, 
     Mississippi.


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

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

     8.      Termination of Employment.

	     (a)     Either party may terminate Executive's 
     employment under this Agreement for any reason by 
     giving thirty (30) days' written notice to the other party. 
     In the event of a termination by the Company, the 
     Company may elect that the Executive cease all services 
     and leave the premises immediately.  Following the 
     termination of Executive's employment for any reason, 
     Executive shall remain entitled to (i) the portion of his 
     Base Salary then due through the date of such 
     termination, (ii) reimbursement for any reimbursable 
     expenses incurred by Executive prior to such 
     termination and (iii) all benefits which are accrued, 
     vested and earned up to the termination date under the 
     terms of any existing benefit plan of the Company, such 
     as the vested balance of Executive's account under any 
     retirement or deferred compensation plan and any 
     benefits which are legally required to be provided after 
     termination, such as COBRA benefits.  If the Company 
     terminates Executive's employment without Cause 
     pursuant to this Section 8(a) or if the Executive resigns 
     at the request (without Cause) of the Board of Directors 
     or terminates his employment for Good Reason, 
     Executive shall be paid, in addition to any amounts 
     described in the preceding sentence, an amount equal to 
     the sum of (x) the balance of the Base Salary that 
     otherwise would be paid through December 31, 1999, 
     plus (y) the bonus to which Executive would be entitled 
     pursuant to Section 4(b) of this Agreement.  The 
     Executive shall continue to receive all benefits under the 
     health benefit plans, practices, policies and programs 
     provided by the Company to the extent applicable 
     generally to other peer executives of the Company 
     through the earlier of December 31, 1999, or until the 
     date Executive becomes re-employed with another 
     employer and is eligible to receive medical or other 
     welfare benefits under another employer provided plan.  
     All cash severance compensation amounts owed 
     pursuant to this Section 8(a) shall be paid through 
     December 31, 1999 following the effective date of 
     Executive's termination in the normal payment schedule 
     as if Executive remained employed except that the bonus 
     deemed earned by Executive on the date of termination 
     specified above in this Section 8(a) shall be paid in a 
     lump sum within thirty (30) days following the effective 
     date of Executive's termination.  If Executive notifies 
     the Company of his intention to terminate his 
     employment pursuant to this Section 8(a) for any reason, 
     the Company shall have the right to accelerate the date 
     of termination to a date on or after the date of 
     Executive's notice.  The Executive's termination of 
     employment is deemed for "Good Reason," if any of 
     the following occurs without the Executive's written 
     consent: (i) the assignment to Executive of any duties 
     materially inconsistent with, or the substantial reduction 
     of powers or functions associated with, his positions, 
     duties, responsibilities and status with the Company 
     (other than changes in reporting or management 
     responsibilities required by applicable federal or state 
     law); (ii) a reduction by the Company of Executive's 
     salary or a material reduction in other benefits taken as a 
     whole (except to the extent such benefits are no longer 
     generally available to members of management of the 
     Company), except in connection with the termination of 
     such Executive's employment by the Company for 
     Cause (it being understood that failure to receive bonus 
     payments at the same level as in prior years or periods 
     shall not be deemed to be a reduction in salary); (iii) a 
     change in Executive's principal work location, except 
     for required travel on the Company's business; or (iv) 
     the willful and continuing failure by the Company 
     substantially to perform its obligations under this 
     Agreement; provided, however, "Good Reason" shall 
     not be deemed to exist hereunder unless the Company 
     shall have failed to cure any breach or nonperformance 
     within thirty (30) days after receipt by the Company of 
     written notice thereof from the Executive, which notice 
     shall be given by Executive promptly and in any event 
     within fifteen (15) days after any event that the 
     Executive believes constitutes "Good Reason."  It is 
     hereby expressly acknowledged that the foregoing 
     definition of "Good Reason" shall be effective solely 
     for purposes of this Agreement and shall not be 
     applicable to any other agreement or understanding 
     between Executive and the Company.  "Cause" when 
     used in connection with the termination of Executive's 
     employment with the Company, means (A) act or acts of 
     dishonesty or conviction of a felony by Executive; 
     provided acts of "dishonesty" shall not extend to 
     expense account items to the extent the items involved 
     are nominal and any error is attributable to carelessness 
     or committed in good faith within reasonable 
     interpretation of the Company's policies, (B) failure by 
     the Executive in any material respect as to his 
     obligations, services or duties hereunder, which 
     determination shall be made by the Board of Directors of 
     the Company acting in good faith; provided, however, 
     "Cause" shall not be deemed to exist hereunder unless 
     the Executive shall have failed to cure any such breach 
     or nonperformance within thirty (30) days after receipt 
     by the Executive of written notice thereof from the 
     Company, (C) willful and deliberate violations of 
     Executive's obligations (whether such obligations are 
     designated by the Board of Directors or are set forth 
     herein) to the Company that result in material injury to 
     the Company and (D) misappropriation or 
     embezzlement of any funds or property of the Company 
     by the Executive.  For purposes of this definition of 
     Cause, no act or failure to act, shall be considered 
     "willful" unless done, or omitted to be done, (1) in bad 
     faith and without reasonable belief that the action or 
     omission was in the best interest of the Company or, (2) 
     in the event the direction of the Board of Directors is 
     unclear, without the reasonable belief that the action or 
     omission was in the best interest of the Company.  In the 
     event that there is a disagreement regarding the 
     existence of Good Reason or Cause (other than for 
     conviction of a felony), either party may submit such 
     disagreement to arbitration under the rules of the 
     American Arbitration Association or such other 
     procedure as the parties may agree.  The ruling of the 
     arbitration shall be final and binding on both parties.  
     The Company and the Executive shall each pay their 
     own arbitration costs unless the arbitrator's award 
     determines otherwise, in which case such costs, 
     expenses, and fees shall be paid in accordance with the 
     arbitrator's award.  The arbitration proceeding shall be 
     conducted in Atlanta, Georgia.
     
	     (b)     Notwithstanding anything to the 
     contrary in Section 8(a), the Company may terminate 
     Executive's employment, effective immediately upon 
     written notice to Executive or on any other dates 
     specified in such notice, for Cause.  Termination by the 
     Company of Executive's employment for any other 
     reason shall be deemed for the purposes of this 
     Agreement to be without Cause.


	     (c)     Executive's employment hereunder 
     shall terminate immediately upon his death or disability 
     except as to any right which Executive's estate or 
     dependents may have under COBRA or any other 
     federal or state law or which are derived independent of 
     this Agreement by reason of his participation in any plan 
     maintained by the Company.  For purposes of this 
     Section 8(c), Executive shall be deemed to be disabled 
     if, on account of illness or other incapacity, he has been 
     unable to perform his duties for seventy-five (75) 
     consecutive days and, in the good faith judgment of the 
     Board of Directors, will be unable to perform his duties 
     hereunder for a period of twelve (12) consecutive 
     months.  The Company shall continue to pay Executive 
     his base salary and other employment benefits hereunder 
     prior to the termination by the Board of Directors 
     pursuant to this Section 8(c) even though Executive is 
     disabled during that period of time.
     
	     (d)     Severance payments due under Section 
     8(a) shall be paid when due regardless whether 
     Executive accepts employment with a new employer.

	     (e)     In the event (x) a Change of Control 
     Event occurs prior to the later of (i) December 31, 1999, 
     or (ii) the date that is six (6) months after the termination 
     of Executive's employment, and (y) at the time of the 
     Change of Control Event the Executive's employment 
     has not been terminated by the Company for Cause or 
     the Executive has not terminated his employment 
     without Good Reason, the Company agrees to pay to 
     Executive a transaction bonus in the sum  set forth on 
     Schedule "A" less the bonus paid or payable to 
     Executive, if any, pursuant to Section 4(b) above (the 
     "Transaction Bonus").  For purposes of this Agreement, 
     the term "Change of Control Event" shall mean the first 
     to occur of any of the following events:
     

		     (i)  the entry by the Company 
			  or any of its shareholders 
			  into a binding agreement to 
			  effect any transaction or 
			  series of related transactions 
			  (including, but not limited 
			  to, any tender officer, 
			  exchange offer, merger or 
			  other business combination 
			  or other similar transaction), 
			  the result of which is that 
			  less than a majority of the 
			  combined voting power of 
			  the then outstanding 
			  securities of the Company, 
			  or any successor to the 
			  Company resulting from 
			  such transaction or series of 
			  related transactions, would 
			  be held in the aggregate by 
			  holders of the Company's 
			  securities immediately prior 
			  to such transaction or the 
			  beginning of the series of 
			  related transactions; or
			  
		    (ii)  the entry by the Company 
			  into a binding agreement to 
			  sell, lease, exchange or 
			  otherwise transfer (in one 
			  transaction or a series of 
			  related transactions) all or 
			  substantially all of the assets 
			  of the Company.
			  

	     The Transaction Bonus to which Executive is 
     entitled pursuant to this Section 8(e) shall be due and 
     payable in a lump sum on the closing of the transaction 
     giving rise to the Change in Control Event.  
     Notwithstanding anything herein to the contrary, 
     however, the provisions of this Section 8(e) shall not be 
     effective, and shall be of no force or effect, unless and 
     until such provisions are approved by the separate vote 
     of the holders of more than seventy five percent (75%) 
     of the voting power of all of the outstanding stock of the 
     Company.


	     (f)     Excess Parachute Payments.  In the 
     event that any payment to be received by Executive 
     hereunder would be subject to an excise tax pursuant to 
     Section 4999 of the Code, whether in whole or in part, as 
     a result of being an "excess parachute payment" within 
     the meaning of such term in Section 280G(b) of the 
     Internal Revenue Code, then the amount payable under 
     this Agreement shall be reduced (if necessary) to an 
     amount that results in the greatest after-tax proceeds to 
     Executive.


     9.      Confidentiality.  From and after the date hereof, 
Executive shall, and shall cause his affiliates and representatives 
to, keep confidential and not disclose to any other person or use 
for his own benefit or the benefit of any other person any trade 
secrets or other confidential proprietary information in his or 
their possession or control regarding the Company or its 
affiliates or their respective businesses and operations.  The 
obligation of Executive under this Section 9 shall not apply to 
information which (i) is or becomes generally available to the 
public without breach of the commitment provided for in this 
Section; or (ii) is required to be disclosed by law, order or 
regulation of a court or tribunal or governmental authority; 
provided, however, that, in any such case, Executive shall notify 
the Company as early as reasonably practicable prior to 
disclosure to allow the Company to take appropriate measures to 
preserve the confidentiality of such information.

     10.     Competition; Solicitation.  Executive hereby 
agrees that during the Term he will not, unless authorized in 
writing to do so by the Company, (a) directly or indirectly own, 
manage, operate, join, control or participate in the ownership, 
management, operation or control of, or be employed or 
otherwise connected in any substantial manner with any business 
which directly or indirectly competes to a material extent with 
any line of business of the Company or its subsidiaries; 
provided, that nothing in this Agreement shall prohibit Executive 
from acquiring up to 2% of any class of outstanding equity 
securities of any corporation whose equity securities are 
regularly traded on a national securities exchange or in the 
"over-the-counter market"; (b) recruit any employee of the 
Company or solicit or induce, or attempt to solicit or induce, any 
employee of the Company to terminate his or her employment 
with, or otherwise cease his or her relationship with, the 
Company; or (c) solicit, divert or take away, or attempt to solicit, 
divert or to take away, the business or patronage of any of the 
clients, customers or accounts as prospective clients, customers 
or accounts, of the Company.  Provided that the Company pays 
the Executive (i) the severance payment due to Executive in 
accordance with Section 8(a) hereof or, (ii) an amount equal to 
the Section 8(a) severance payment within thirty (30) days 
following the effective date of Executive's termination, the 
covenants contained in the preceding sentence regarding 
competition and solicitation shall extend for a period of one year 
from the termination or expiration of the Term in consideration 
for such payment.  For purposes of the post-termination 
covenants under this Section 10, the restriction shall be limited 
to the geographic area in which the Company conducts business 
as of the day immediately prior to the date of termination of 
Executive's employment or the Change of Control Event, 
whichever is earlier.

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

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

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

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

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

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

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

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

      IF TO EXECUTIVE:

	    Richard D. Coleman
	    c/o Jitney-Jungle Stores of America, Inc.
	    P. O. Box 3409
	    Jackson, Mississippi  39207-3409
	    

      IF TO COMPANY:

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

	    with a copy to:

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

Each party may change the address to which notices from the 
other party are to be sent by notifying such party of its new 
address in accordance with this Section 18.

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

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

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

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

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

      Executed as of the day and year first above written.

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

			    
			    By:                                
				   Name:               
				   Title:                 
				       
			  



				       
				       
			    RICHARD D. COLEMAN 
			    ("Executive")


<PAGE>
<TABLE>                                
<CAPTION>
				
				
				
				SCHEDULE "A"


Executive shall be paid the sum indicated in Column A (less the bonus 
paid, if any, pursuant to Section 4(b) of the Employment Agreement) if 
the common stock shareholders receive the net purchase price in cash or 
marketable securities for all common shares (the "Equity Value") of the 
amounts listed in Column B.

       <C>                                     <C>           
       A ($000)                                B ($mm)    
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
       ***                                      ***
		
	
</TABLE>        
	
	To the extent the Equity Value paid shareholders 
exceeds an identified level in Column B, the payment specified 
in Column A shall be adjusted pro rata.  For example, if the 
Equity Value is ***, the payment under Column A would be *** (***).

	In the event that a Change of Control Event occurs and the 
Equity Value is less than ***, Executive shall still be entitled to 
a payment of *** less any bonus paid pursuant to Section 4(b).  In no 
event shall the payment calculated pursuant to Schedule "A" exceed ***.
***     This information has been omitted and filed separately with 
the Securities and Exchange Commission and is subject to a confidential 
treatment request with respect thereto.