EXHIBIT B-10(f)(1)



                      OPERATING AGREEMENT

                              of

                  GOLDEN PEANUT COMPANY, LLC



     THIS  OPERATING  AGREEMENT (this "Agreement")  of  GOLDEN
PEANUT COMPANY, LLC, a Georgia limited liability company  (the
"Company"),  is made and entered into as of the  30th  day  of
March, 2000 by and among Alimenta Holdings, Inc. ("Alimenta"),
Archer-Daniels-Midland Company ("ADM"), Cargill,  Incorporated
("Cargill")  and Gold Kist Inc. ("Gold Kist")  (together,  the
"Members", and each, a "Member").



                           RECITALS

     WHEREAS,  the Members deem it important and in  the  best
interest  of  the  Company that certain  rules  regarding  the
governance,  management and operation of the  Company  be  set
forth;

     NOW,  THEREFORE, in consideration of the mutual covenants
and  conditions herein contained and other good  and  valuable
consideration, the receipt and sufficiency of which is  hereby
acknowledged, all of the Members of the Company  hereby  agree
as follows:

ORGANIZATION


          Formation.   The Company became a limited  liability
          company  under the Georgia Limited Liability Company
          Act,  O.C.G.A.  14-11-101, et seq. (the  "Act"),  by
          the  filing  of  the  Certificate  of  Election  and
          Company's   Articles   of  Organization   with   the
          Secretary   of  State  of  the  State  of   Georgia,
          effective  on  March  30, 2000, and  shall  continue
          until  terminated  pursuant  to  Section  7  or   by
          applicable law.


          Principal  Office.   The  principal  office  of  the
          Company  shall  be  maintained at  100  North  Point
          Center  East, Suite 400, Alpharetta, Georgia  30202,
          or  at such other place as may be designated by  the
          Board (as defined in Section 2.3).


          Registered  Office and Agent.  The registered  agent
          of  the  Company is James W. Dorsett and the address
          and  county of the registered office of the  Company
          is   100   North  Point  Center  East,  Suite   400,
          Alpharetta, Fulton County, Georgia 30222.


          Purposes.   The  Company has  been  formed  for  the
          limited  purposes of growing, procuring,  processing
          and  marketing peanuts and peanut products  in order
          to  achieve  economics of scale and other  desirable
          efficiencies; improving the relatively weak position
          of  the  United  States in the world peanut  market;
          conducting and sponsoring research to improve United
          States peanut production; expanding the uses of  and
          demand  for  United States peanut products;  sharing
          the risks and costs associated with such activities;
          and  conducting  other related  business  which  the
          Board  deems  necessary to effectuate  such  limited
          purposes.  No business other than that described  in
          this  Section  1.4  shall be conducted  without  the
          prior  approval  of  all of the Members.  No  Member
          shall  have the power to act for or bind  any  other
          Member   or   the  Company  except  as  specifically
          provided in this Agreement.


     Member and Company Services.


               Subject  to  approval  of  the  Board,  at  the
               request of the Company and upon agreement of  a
               Member,   such   Member  may  provide   certain
               administrative and/or financial services to the
               Company  at a mutually agreed upon compensation
               rate.  No Member shall be entitled to any other
               compensation for services to the Company and in
               no  event shall compensation under this Section
               1.5  or  provision  of  such  services  to  the
               Company be deemed additional contributions to a
               Member's  capital account.    In  the  event  a
               Member transfers its Interest or for any reason
               whatsoever  ceases to be a Member  of  Company,
               such  Member shall cooperate with and  continue
               to  provide  services  and/or  support  to  the
               Company for a reasonable time not to exceed six
               (6) months; and


               Subject  to approval of the Board, the  Company
               may  provide services or facilities to a Member
               on  terms  mutually agreed upon by the  Company
               and the Member.


               Notwithstanding  Sections  1.5(a)  and   1.5(b)
               above,  the Company and Cargill shall negotiate
               a  service  agreement relating to the  facility
               located   in  Dawson,  Georgia,  such   service
               agreement   to  be  subject  to  the  unanimous
               approval of the Board.


          Name.    The  name  of the Company shall  be  Golden
          Peanut  Company,  LLC  or  such  other  name  as  is
          designated from time to time by the Board, and  such
          name  shall  be  the property of the  Company.   All
          business of the Company shall be conducted  in  such
          name.  No Member has any interest in the property of
          the Company in its own name.


          No  State-Law Partnership.  The Members intend  that
          the Company not be a partnership (including, without
          limitation a limited partnership) or joint  venture,
          and that no Member be a partner or joint venturer of
          any  other  Member  for any purposes  other  than  a
          partner  in  the  Company for U.S.  federal,  state,
          local and other tax purposes, and this Agreement may
          not be construed to suggest otherwise.


MEMBERSHIP AND MANAGEMENT


          Membership.  The Members acknowledge their status as
          members of the Company, adopt this Agreement as  the
          operating agreement of the Company and agree  to  be
          bound  by  the  terms  and  provisions  hereof,   by
          executing  this  Agreement  where  provided  on  the
          signature  page(s)  hereto.  On  the  date  of  this
          Agreement,  each  Member's percentage  of  ownership
          interest in the Company shall be twenty-five percent
          (25%).  A Member's ownership interest in the Company
          at any particular time, together with the rights and
          obligations  of  such Member as provided  hereunder,
          shall  be  referred to hereinafter as such  Member's
          "Interest"  in the Company.  The Company  may  issue
          certificates of membership interest in  the  Company
          representing the Member's ownership interest.


          Unanimous  Membership Consent.  Notwithstanding  any
          other  provision  of this Agreement,  the  following
          Company  actions shall require the unanimous consent
          of all of the Members:


               The  sale, transfer or other disposition of all
               or  substantially  all of  the  assets  of  the
               Company;


               As   required  pursuant  to  Section  2.6,  the
               admission of any Person (as defined in  Section
               3.3)  as  a  Member  unless such  Person  is  a
               transferee of a Member permitted under  Section
               3.3 or 3.4;


               A  significant  change in the  purpose  of  the
               Company or the scope of its business;


               A  change or reorganization of the Company into
               any other form of entity;


               The merger or consolidation of the Company into
               or with another Person;


               An  amendment  to  this  Agreement  or  to  the
               Articles of Organization of the Company;


               The  liquidation  or other dissolution  of  the
               Company;


               The  withdrawal of a Member unless such  Member
               is withdrawing pursuant to Section 3;


               Approval of a transfer if unanimous consent  is
               required pursuant to Section 3.4(c);


               Mandatory  additional capital contributions  if
               unanimous  consent  is  required  pursuant   to
               Section 4.1(b);


               The retention of net income or gain pursuant to
               Section 6.1;


               A liquidating distribution of assets in kind if
               unanimous  consent  is  required  pursuant   to
               Section 7.3;


               The  execution by the Company of  an  agreement
               with the IRS pursuant to Section 8.6; and


               Any   action   requiring   unanimous    consent
               pursuant to the Act.

          In accordance with Section 14-11-305 of the Act, the
          Members  agree  that  each  Member  may  consent  or
          withhold  consent  to any of the  foregoing  actions
          even  if  such Member believes that such consent  or
          failure  to consent is not in the best interests  of
          the  Company and/or is not prudent.  No Member shall
          be  deemed  to  have  any fiduciary  duties  to  the
          Company or the other Members in connection with  its
          decision  to consent or withhold consent to  any  of
          the foregoing actions.


     Board of Directors.


               The  management of the Company shall be  vested
               in the Members and exercised through the Board.
               The   Members  hereby  establish  a  Board   of
               Directors  (the "Board") composed of eight  (8)
               members, two (2) of whom shall be appointed  by
               each  Member (that Member's "Delegation"). Each
               Member  agrees  that  such Member's  Delegation
               shall act in a manner which it believes in good
               faith  to  be  in  the best  interests  of  the
               Company and with the care an ordinarily prudent
               person in a like position would exercise  under
               similar  circumstances.  All Board appointments
               by  Members  shall be in writing and  shall  be
               delivered  to  the other Members.   ADM  hereby
               appoints  J. McDonald and P. Mulhollem  as  its
               Delegation and selects J. McDonald as  Chairman
               of  the  Board.   Alimenta hereby  appoints  D.
               Izmirlian  and  M.  Wagner as  its  Delegation.
               Cargill hereby appoints R. Dudley and J.  March
               as  its  Delegation.  Gold Kist hereby appoints
               G.  Coan and J. Bekkers as its Delegation.  Any
               Member  may,  at any time, remove  any  of  its
               Board  Delegation upon written  notice  to  the
               other  Members.  Each Board member  shall  hold
               office  until  a  successor  shall  have   been
               selected as provided in this Agreement, or  his
               or  her  earlier death, resignation or removal.
               One  of  the  Board members so appointed  shall
               serve  as  Chairman  of the  Board.  ADM  shall
               select  the Chairman for the remainder  of  the
               Company's  fiscal year ending  June  30,  2000.
               Gold  Kist  shall select the Chairman  for  the
               subsequent  fiscal year; Alimenta shall  select
               the  Chairman  for  the next subsequent  fiscal
               year; Cargill shall select the Chairman for the
               next  subsequent fiscal year; and the selection
               shall  alternate among ADM, Gold Kist, Alimenta
               and  Cargill thereafter on a yearly basis.  The
               Company  selecting the Chairman shall have  the
               power  and  authority  to remove  the  Chairman
               selected by it by delivering written notice  of
               such  removal  to  the Company  and  the  other
               Members.   A vacancy in the office of  Chairman
               shall  be  filled by the Member that  appointed
               the Chairman during that period.


               The  two Board members comprising each Member's
               Delegation  shall collectively be  entitled  to
               cast one vote with respect to any decision made
               by  the  Board,  which vote shall  be  cast  by
               either  Board member present at any meeting  or
               by  proxy  executed  in writing  by  the  Board
               member and delivered to the meeting's Chairman.
               Each  Member shall be bound by the vote of  its
               Delegation,   and   each   Member   is   hereby
               authorized to rely upon the authority  of  each
               other Member's Delegation to vote on behalf  of
               and bind the appointing Member.


               No  Board  meeting may be held or action  taken
               unless  notice thereof together with an  agenda
               and  supporting materials shall be provided not
               less  than  three (3) and not more  than  sixty
               (60) days before the date of the meeting to all
               Board  members (or such notice shall have  been
               waived  in  writing) and at least  three  Board
               members  are present and voting, with at  least
               one  representative from any three (3) Members'
               Delegations.  All Board decisions shall  be  by
               majority vote of the Board members represented.
               Each Member's Delegation may be accompanied and
               assisted  by such employees and representatives
               of  the  Member  as such Delegation  reasonably
               wishes.   Each Member shall bear its own  costs
               of attendance at all Board meetings.


               The Board shall meet periodically, but not less
               than  four  times per year, at mutually  agreed
               times  and  locations.  Any  Board  member  may
               request  a  meeting of the Board by giving  ten
               (10)  days' notice to each other Board  member,
               unless  all Board members waive such notice  in
               writing.   With such notice or waiver, meetings
               may  be  conducted by telephone, provided  that
               action  taken  thereby shall  be  confirmed  in
               writing  within five (5) business days thereof.
               Written   minutes  shall  be  prepared  of  all
               meetings of the Board.  Decisions of the  Board
               may  be  made  without a meeting  by  unanimous
               written   consent  (or  separate   counterparts
               thereof)  signed  by at least one  person  from
               each Member's Delegation, which shall have  the
               effect  of unanimous action taken at a meeting.
               If  a  member of each Member's Delegation shall
               meet  at  any time and place, either within  or
               outside  the State of Georgia, and  consent  to
               the  holding  of  a meeting at  that  time  and
               place,  then the meeting shall be valid without
               call  or  notice,  and at  the  meeting  lawful
               action may be taken.


               Board  members shall not be compensated by  the
               Company for  their service on the Board.


               Except for the powers and authority exclusively
               reserved to the Members in this Agreement,  and
               subject  to their right to delegate the day-to-
               day  management of the Company to the officers,
               the   Company  shall  be  directed  solely  and
               exclusively  by the Board.  The  Board  members
               shall in all cases act collectively as provided
               herein  and not individually. Without  limiting
               the  generality  of  the foregoing,  except  as
               expressly  delegated  by the  Board,  no  Board
               member  acting individually shall be the  agent
               of  the Company or shall have the right, power,
               or  authority to transact any business  in  the
               name of the Company or bind the Company in  any
               way.   No debt shall be contracted or liability
               incurred by or on behalf of the Company  except
               by  the  Board  members acting collectively  as
               provided herein or by one or more Board members
               or  officers  acting pursuant to the  authority
               granted to them by the Board.


     Officers and Employees.


               The  Board  may  appoint  as  officers  of  the
               Company  such officers as it may from  time  to
               time  deem  advisable.   No  officer  or  other
               representative  of  the  Company  need  be   an
               employee  of the Company but may be an employee
               of  any Member, or an Affiliate (as defined  in
               Section  3.3)  of any Member.  A single  person
               may  hold  more  than one  office.   Each  such
               officer  shall perform such duties and exercise
               such   powers   not  inconsistent   with   this
               Agreement as the Board may, from time to  time,
               determine.


               President.    The  President   is   the   chief
               executive  officer  of  the  Company  and   has
               general   supervision  and  control  over   the
               affairs  of  the Company, its officers,  agents
               and employees.  The President has the power  to
               execute  bonds,  deeds,  mortgages,  and  other
               major  contracts on behalf of the Company  when
               the   execution  thereof  has  been   expressly
               delegated   to  him  by  the  Board;  provided,
               however,  that  he  is  authorized  to  execute
               contracts  and other documents in the  ordinary
               course of business of the Company without  such
               express    delegation.    The   President    is
               authorized  to  make reports to the  Board  and
               perform  all such other duties as are  incident
               to  his  office or as are properly required  of
               him by the Board


               Vice President.  A Vice President is authorized
               to  perform  such duties as may be specifically
               delegated  to  him  by  the  Board  or  by  the
               President; provided, however, that even without
               such  express  delegation, a Vice President  is
               authorized  to  execute contracts,  deeds,  and
               other  documents  in  the  ordinary  course  of
               business of the Company.  In the absence of the
               President,  a  Vice President as designated  by
               the  Board shall have the authority to  perform
               the  duties and exercise the authority  of  the
               President.


               Treasurer.   The  Treasurer is responsible  for
               the custody of all monies and securities of the
               Company  and  for  the maintenance  of  regular
               books  of  account.  He has general supervision
               of the disbursement of funds of the Company and
               is  authorized to sign such contracts and other
               documents as are appropriate in the performance
               of  his  duties,  including the investment  and
               management  of funds.  He is further authorized
               and  directed to give to the Board and  Members
               from  time to time, as may be required of  him,
               an  account of all transactions for which he is
               responsible  and  an account of  the  financial
               condition of the Company.


               Secretary.   The  Secretary is responsible  for
               recording minutes of meetings of the Board  and
               otherwise carrying out such duties as the Board
               may   from  time  to  time  delegate   to   the
               Secretary.   The  Board  may  also  appoint  an
               Assistant  Secretary to act in the  absence  of
               the Secretary.


               All  persons appointed to such positions as may
               be determined by the Board shall hold office at
               the  pleasure of the Board.  Any officer of the
               Company may be removed at any time, either with
               or without cause, by the Board.


               Third parties dealing with the Company shall be
               entitled  to rely conclusively upon  the  power
               and authority of the President of the Company.


               The   Members  shall  not  permit  or   require
               employees of the Company to obtain, exchange or
               disclose  confidential  information  or   trade
               secrets of any Member which is unrelated to the
               business  of  the  Company.  Each  Member  also
               agrees that it and its Affiliates will use  any
               confidential  information or trade  secrets  of
               any other Member or of the Company only for the
               purpose of supporting and pursuing the purposes
               of  the  Company, and shall not make any  other
               use or disclosure thereof.


     Limitation of Liability; Indemnification.


               Except  as  otherwise  expressly  provided   or
               referred to in this Agreement, no Member  shall
               be  personally  liable for any  of  the  debts,
               losses,  liabilities  or  obligations  of   the
               Company.


               The  Board members shall be indemnified by  the
               Company  to  the maximum extent possible  under
               the  Act  from  any  loss or liability  to  any
               person  incurred in connection  with  any  act,
               omission  or  error in judgment  in  connection
               with  the  conduct  of the Company's  business;
               provided,  however,  that any  indemnity  under
               this  Section 2.5(b) shall be provided  out  of
               and  be  limited to the extent of the Company's
               assets  only,  and  no Member  shall  have  any
               personal liability therefor.


               The  Members  shall have no personal  liability
               for  the  repayment of the capital contribution
               of  any  Member, and shall not be  required  to
               contribute any additional capital or  lend  any
               funds  to  the  Company,  except  as  expressly
               provided  herein or to the extent  required  by
               law.


          New  Members.  Except as provided in Section 3.3 and
          3.4,  a  Person may become a Member of  the  Company
          only upon (a) the consent of all of the Members, (b)
          agreeing  to  be  bound  by all  of  the  terms  and
          conditions of this Agreement, as then in effect,  by
          executing  a  counterpart of this Agreement,  unless
          otherwise agreed by all the Members, and (c)  making
          such   capital  contribution  (and  obtaining   such
          Interest)  as  agreed upon by such  person  and  the
          existing Members.


          Other Activities.  Except as provided in Section 11,
          any Member may engage in or possess any interest  in
          any  other  business or venture of  any  nature  and
          description,  independently  or  with  others,   and
          neither the Company nor any other Member shall  have
          any rights in or to any such business or venture  or
          the income or profits derived therefrom.


WITHDRAWAL, REMOVAL, TRANSFER OF INTEREST, RIGHT OF FIRST
REFUSAL


          Removal/ Withdrawal.  No Member shall be removed  as
          a  Member of the Company without the written consent
          of  the  Member  to  be  removed.   Any  Member  may
          withdraw from the Company at any time, effective  as
          of  the end of the twelfth (12th) monthly accounting
          period  of  the Company following written notice  by
          such withdrawing Member to the other Members and the
          Company  of  its  election to  withdraw.   Upon  the
          effective  date  of withdrawal of  any  Member,  the
          following shall be undertaken:


               The withdrawing Member shall pay to the Company
               in  cash  all amounts then owed by  it  to  the
               Company;


               The Company shall pay to the withdrawing Member
               amounts   owing  to  it  for  loans  or   other
               extensions  of  credit to the Company  or  upon
               contracts   with  the  Company  or  upon   open
               accounts;


               The Company shall pay to the withdrawing Member
               the  amount  equal to the withdrawing  Member's
               Interest times the book value of the Company as
               of the effective date of withdrawal; and


               Such  Member shall be released from any further
               obligation  under  any ancillary  agreement  or
               arrangement   associated  with   the   Company,
               including,  without limitation, a  guaranty  or
               reimbursement  agreement  with  regard  to  the
               financing of the Company, except to the  extent
               that  such  obligation arose from or was  based
               upon  events or circumstances that  existed  or
               occurred  prior to the effective date  of  such
               Member's    withdrawal,   including,    without
               limitation, those incurred but not reported.


          Restrictions  on Transfers.  Except as permitted  in
          Section  3.3  or  Section 3.4, a Member  holding  an
          Interest,  shall  not  (a) sell,  assign,  transfer,
          convey, or otherwise dispose of all or part  of  its
          Interest  whether  by  act or  deed,  by  merger  or
          consolidation, by sale of control of a Member or  by
          operation  of law or (b) mortgage, pledge, encumber,
          or  create  or  suffer to exist  any  pledge,  lien,
          charge  or  encumbrance upon, security  interest  or
          participation in, or trust in respect of all or  any
          part of its interest in the Company or its Interest,
          excepting such of general application.


          Transfers  to Affiliates. As used herein,  the  term
          "Affiliate"   means  a  Person   who   directly   or
          indirectly,  through  one  or  more  intermediaries,
          controls,  is  controlled  by  or  is  under  common
          control  with  the  Person specified,  and  "Person"
          means an individual, a partnership, a joint venture,
          a  corporation, a company, a trust,  an  estate,  an
          unincorporated organization, or any other entity  or
          a  government  or any department or agency  thereof.
          Subject  to  Section  3.5,  each  Member  shall   be
          entitled  to sell, assign, transfer, or  convey  all
          (but  not  less than all) of its Interest to  (a)  a
          Person which is an Affiliate of such Member, (b) any
          entity resulting from a merger or consolidation with
          a  Person, or the acquisition of control of, by ADM,
          Cargill,  Gold  Kist  or substantially  all  of  the
          entities  majority owned or controlled  directly  or
          indirectly by Dikran S. Izmirlian, as the  case  may
          be,  (c) any Person to whom ADM,  Cargill, Gold Kist
          or Dikran S. Izmirilian shall sell substantially all
          of  its  agribusiness assets, (d) any  institutional
          lender  that  has agreed that it shall be  bound  by
          this  Agreement if it acquires a Member's  Interest,
          and  (e)  in  the  event of a  death  of  Dikran  S.
          Izmirlian,  the  legal  representative,  heirs,   or
          beneficiaries of Dikran S. Izmirlian,  as  the  case
          may  be.  No  transfer shall be permitted under this
          Section 3.3 or 3.4 if, taking into account prior and
          contemporaneous  transfers, it  would  result  in  a
          termination  pursuant to the provisions  of  Section
          708 of the Code (as defined in Section 4.2), cause a
          material adverse tax consequence to the Company or a
          Member  or cause the Company to be treated as  other
          than  a  partnership  for federal,  state  or  local
          income tax purposes.


     Transfers to Third Parties.


               In no event may a Member sell, assign, transfer
               or convey less than all of its Interest.  If  a
               Member   desires to sell, assign,  transfer  or
               convey  all  of  its  Interest  other  than  as
               provided  in Section 3.1 or Section  3.3,  such
               Member  ("Seller") shall so notify  each  other
               Member and the Chairman of the Board in writing
               of  its  desire  to sell its  Interest  in  the
               Company  (the  "Offered  Interest").    For   a
               period  of  sixty  (60)  days  following   such
               written notice to the other Members (the "First
               Period"),  the Seller shall negotiate  in  good
               faith  exclusively  with the  Company  and  the
               other  Members to determine whether the Seller,
               the  Company  and/or one or more of  the  other
               Members may reach an agreement for the purchase
               and sale of the Seller's Interest.


               If  the Seller fails to reach an agreement with
               the  Company and/or the other Members  for  the
               purchase  and  sale  of the  Seller's  Interest
               during  the First Period, the  Seller shall  be
               entitled,  but  not obligated, subject  to  the
               terms  and conditions of this Section  3.4  and
               Section 3.5, for a period of one hundred eighty
               (180)  days   (the  "Second Period")  from  the
               expiration of the First Period to sell all, but
               not  less than all (unless otherwise agreed  by
               the  non-transferring Members), of its Interest
               to  a  third  party.   If,  during  the  Second
               Period,  the Seller  receives, in the  Seller's
               opinion,  an  acceptable offer to purchase  its
               Interest, Seller shall notify the other Members
               in  writing  of  the identity of  the  proposed
               purchaser,  and the price, terms and conditions
               of  the  sale,  provide  the  other  Members  a
               written  copy  of  the offer  of  the  proposed
               purchaser, and give the other Members the right
               to  accept  or  reject such third  party  as  a
               member.  If  any Member or Members  reject  the
               third  party,  the Member or Members  rejecting
               the  third party shall buy the Interest of  the
               Seller  at 1.10 times the price, and  upon  the
               same  terms and conditions that the Seller  was
               willing  to accept from such third party.   The
               other  Members shall have until the earlier  of
               (i) sixty (60) days from the date of the notice
               from the Seller  and (ii) the date on which the
               Seller  is  given  notice that the  third-party
               offer  is no longer in effect in which to elect
               to  accept  or  reject the  third  party  as  a
               member.   If non-transferring Member(s)  reject
               the  third  party  as a member,  its  or  their
               notice  shall so state and shall set forth  the
               place  (which shall be located in the state  of
               Georgia)  and time (which shall be  a  business
               day  not  more than thirty (30) days after  the
               date  of  such notice) at which the Closing  of
               its  or their purchase at 1.10 times the  price
               as  mentioned above shall take place.   If  the
               other Members fail to give notice to accept  or
               reject  the third party within such  time,  the
               Seller may then sell its Interest to the  third
               party on the same terms and conditions notified
               to the non-transferring Members and without the
               consent  or  acceptance by the non-transferring
               Members  of  such third party.  If  the  Seller
               does  not dispose of its Interest to such third
               party upon the terms set forth above within one
               hundred  twenty (120) days after the expiration
               of  the Second Period, such Interest will again
               be  subject  to all restrictions set  forth  in
               this Section 3.4.


               Notwithstanding the foregoing, no such transfer
               shall  be  permitted if it would  result  in  a
               termination  pursuant  to  the  provisions   of
               Section 708 of the Code, unless consented to by
               all   Members,  which  consent  shall  not   be
               unreasonably withheld.


     Closing; Assumption of Obligations by a Transferee.


               At  the  closing of any sale of an Interest  to
               Member(s)  pursuant to Section 3.4 the  selling
               Member  shall execute or cause to  be  executed
               any  and  all  documents necessary to  transfer
               completely  of  record  and  beneficially   the
               Interest  being transferred free and  clear  of
               any and all liens, encumbrances, or pledges  of
               any   kind,  including  the  delivery  of   any
               certificate  representing  the  Interest  being
               transferred,  duly endorsed for  transfer,  and
               (ii)  the purchaser of such Interest shall make
               payment  therefor on the terms as  provided  in
               Section 3.4.


               Any sale, transfer, or other disposition of the
               Interest of a Member pursuant to this Section 3
               shall be effective only upon the execution  and
               delivery by the purchaser or transferee and, in
               the   case  of  clause  (i)  below,  the   non-
               transferring   Members,   of   an    instrument
               reasonably  satisfactory  to  the  Members  (i)
               evidencing  the agreement of such purchaser  or
               transferee to become a Member, to be  bound  by
               the   provisions  of  this  Agreement  and  any
               applicable  ancillary agreements to  which  the
               transferring Member was at the time of transfer
               a   party,  provided,  however,  that  if   the
               transferring Member was not a party to any such
               agreement,   including  without  limitation   a
               guaranty or reimbursement agreement with regard
               to the financing of the Company, at the time of
               transfer  the transferee shall not be obligated
               to  assume or become a party to such agreement,
               and  to  assume all of the liabilities  and  to
               perform  all of the obligations and  duties  of
               the  Member with respect to the Interest to  be
               sold,   transferred,  or  disposed   of;   (ii)
               evidencing  the  consent of such  purchaser  or
               transferee  to the jurisdiction of  the  United
               States District Court for the North District of
               Georgia  and the courts of the State of Georgia
               and   the  commitment  of  such  purchaser   or
               transferee to maintain an agent for service  of
               process  in the State of Georgia and the  State
               of   Georgia  in  connection  with  any  action
               relating   to   this   Agreement;   and   (iii)
               evidencing  an appropriate waiver of  sovereign
               immunity,  if applicable, by such purchaser  or
               transferee.  Upon the transfer by any Member of
               its  Interest,  at its discretion  such  Member
               shall  be  released from any further obligation
               under  any  ancillary agreement or  arrangement
               associated with the Company, including  without
               limitation    a   guaranty   or   reimbursement
               agreement with regard to the financing  of  the
               Company.   The  foregoing  sentence  shall  not
               release   a  Member  from  its  obligation   to
               continue  to  provide certain services  to  the
               Company  for a certain time period as  provided
               in  Section  1.5 of this Agreement.   Upon  the
               transfer  by  any Member of its  Interest,  the
               transferee shall be entitled to exercise all of
               the  rights  of such transferring Member  under
               this Agreement to approve, consent and vote  on
               actions   or  matters.    Notwithstanding   the
               foregoing sentence, if at any time the  Company
               shall  have  only three Members  consisting  of
               three  of ADM, Alimenta, Cargill and Gold Kist,
               each  of such three Members shall have the same
               rights  to approve, consent and vote on actions
               or  matters notwithstanding any differences  in
               the Interests of such three Members.


               Each Member, if requested by any transferee  of
               an    Interest,    shall   perform,    execute,
               acknowledge, and deliver all such further acts,
               deeds,  and  assurances  contemplated  by  this
               Agreement  reasonably required  to  effect  the
               sale,  transfer,  or other disposition  of  its
               interest  in the Company to, or the  assumption
               of obligations hereunder by, such transferee.


          Restraining Order.  In the event that a Member shall
          at  any  time  attempt to transfer its  Interest  in
          violation of the provisions of this Agreement,  then
          any  other  Member shall, in addition to all  rights
          and remedies at law and in equity, be entitled to  a
          decree  or  order  restraining  and  enjoining  such
          transfer,  without any bond or other security  being
          required,  and the Member purporting  to  make  such
          transfer  shall  not plead in defense  thereto  that
          there  would be an adequate remedy at law, it  being
          hereby   expressly  acknowledged  and  agreed   that
          damages  at law will be an inadequate remedy  for  a
          breach or threatened breach of the violation of  the
          provisions  concerning transfer set  forth  in  this
          Agreement.


          Fees.  The Company may, but a Buyer may not, in  its
          reasonable  discretion, charge a reasonable  fee  to
          cover the costs and additional expenses incurred  in
          connection with or as a consequence of the  transfer
          of  all or part of an Interest, including reasonable
          attorneys'  fees,   provided however,  that  if  the
          Company  is effecting a Purchase Offer in behalf  of
          all  non-transferring Members, then the Company will
          be deemed to be the Buyer.


          More  Than One Seller.  If a second Member indicates
          through  written  notice  its  desire  to  sell  its
          Interest  in  the Company prior to the deadline  for
          the  first  Seller and the other Members  to  submit
          their  Purchase  Offers pursuant to Section  3.4(a),
          the  Offered Interests of the Sellers will be deemed
          to  have been joined and the procedures set forth in
          Section 3.4(a) and 3.4(b) to the extent not modified
          in  this  Section  3.8, shall be followed  with  the
          Sellers  providing a joint Purchase Offer  of  their
          combined Offered Interests. The non-selling  Members
          may  act as individual Buyers or pool their Purchase
          Offer   for   the  combined  Offered  Interests   in
          response.   In  the event that no  Buyer  submits  a
          Purchase  Offer, or in the event the Sellers  cannot
          agree upon a sale to either of the Buyers (if one or
          both of the Buyers does submit a Purchase Offer)  or
          a  third  party that is acceptable, the Board  shall
          take  action  to sell,  liquidate and  dissolve  the
          Company as provided pursuant to Section 7.


          More  Than  One Withdrawing Member.    If  a  Member
          notifies  the  other  Members  of  its  election  to
          withdraw  as a Member pursuant to Section  3.1,  and
          before  the  effective  date of  such  withdrawal  a
          second  Member notifies the Members of its  election
          to  withdraw from the Company, the Board shall  take
          action  to sell, liquidate and dissolve the  Company
          as provided pursuant to Section 7 and all notices by
          Members  of  elections to withdraw from the  Company
          shall  be  null  and void unless the non-withdrawing
          Members notify the Board and the withdrawing Members
          that  they  wish  to continue the Company  and  will
          cause  the  Company to perform its obligations  with
          respect  to  the  withdrawing  Members  pursuant  to
          Section 3.1.


          Members'  Pro Rata Purchase.  When two (2)  or  more
          Members  elect to purchase the Interest of a  Member
          whereby  such  purchasing Members  have  elected  to
          purchase more than one hundred percent (100%) of the
          transferring Member's Interest, then such purchasing
          Members   shall   purchase  the  Interest   of   the
          transferring Member on a pro rata basis relative  to
          their respective Interests before such purchase.


CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS


     Capital Contributions.


               Upon  execution of this Agreement, each of  the
               Members  will have contributed, caused to  have
               contributed  or  agreed to  contribute  to  the
               capital  of  the  Company an amount  of  assets
               having  a  fair market value of twenty  million
               dollars ($20,000,000), as agreed by all of  the
               Members.   A Member may not make any additional
               capital  contributions to  the  Company  unless
               either (i) such additional capital contribution
               is  expressly required or permitted under  this
               Agreement,  or  (ii) all of the  other  Members
               shall    approve   such   additional    capital
               contribution   in  writing.    Any   additional
               contribution by a Member to the capital of  the
               Company     shall    constitute    a    capital
               contribution.   A  Member  may  not  make   any
               capital contribution other than in cash or cash
               equivalency  unless all of  the  other  Members
               shall   approve  in  writing.   Any  additional
               capital  contribution other than cash  or  cash
               equivalency shall be valued at its fair  market
               value  as  of  the date of contribution,  which
               fair market value, absent manifest error, shall
               be  the value set forth in any agreement  among
               the Members .


               Each  of  the  Members shall  make,  after  the
               Company   exhausts  debt  sources  of   working
               capital,  such additional capital contributions
               in  such  amounts as are necessary to  maintain
               adequate working capital to operate the Company
               when   requested  and  adopted  by  the  Board,
               provided,  however,  any  capital  contribution
               which  in the aggregate for all Members exceeds
               five   million  dollars  ($5,000,000)  in   any
               Company  fiscal  year  shall  not  be  required
               except by the unanimous consent of the Members.
               In  absence  of such a unanimous  consent,  the
               dissenting Member(s) may decline to contribute.
               Any  contributions, from contributing  Members,
               described in this Section 4.1(b) shall be  made
               in  proportion  to each Member's then  Interest
               (as defined in Section 2.1).


               The Members' Interests shall be adjusted to the
               extent   the   Members  make   disproportionate
               capital contributions to the Company.   If  the
               Members     make    disproportionate    capital
               contributions,  each  Member's  Interest  shall
               equal  the percentage that such Member's  total
               capital contributions bear to the aggregate  of
               all capital contributions.


     Capital Accounts.


               A separate capital account shall be established
               and  maintained for each Member throughout  the
               term  of the Company in accordance with Section
               1.704-1(b)(2)(iv)  and  any  other   applicable
               sections  of the Federal Income Tax Regulations
               (the  "Regulations") issued under the  Internal
               Revenue Code, as amended (the "Code"), in order
               for  allocations of taxable profits and  losses
               pursuant to this Agreement to have "substantial
               economic    effect"   under   the   Code    and
               Regulations.


               No  interest  shall  be  paid  on  any  capital
               invested  in  the Company except  as  expressly
               provided herein.


               Except   as   otherwise  provided  in   Section
               1.704-1(b)(2)(iv) of the Regulations:

                    Each  Member's  capital account  shall  be
                    increased  by  (A)  the  amount  of  money
                    contributed by the Member to the  Company,
                    (B)  allocations to the Member of  Company
                    income   and   gain  (or  items   hereof),
                    including income and gain exempt from  tax
                    and  income, special allocations of income
                    and  gain pursuant to Section 5 hereof and
                    gain    described   in   Section    1.704-
                    1(b)(2)(iv)(g),  but  excluding  items  of
                    "tax"   (as  distinguished  from   "book")
                    income and gain described in Section 1.704-
                    1(b)(4)(i) of the Regulations; and (C) the
                    fair   market   value  of   any   property
                    contributed   by   the  Member   (net   of
                    liabilities  secured  by  the  contributed
                    property that the Company is considered to
                    assume  or  take subject to under  Section
                    752 of the Code); and

                    each  Member's  capital account  shall  be
                    decreased  by  (A)  the  amount  of  money
                    distributed to the Member by the  Company,
                    (B)  the fair market value of any property
                    distributed  to the Member by the  Company
                    (net   of  liabilities  secured   by   the
                    distributed  property that the  Member  is
                    considered  to assume or take  subject  to
                    under    Section   752   of   the   Code),
                    (C)   allocations  to   that   Member   of
                    expenditures  of the Company described  in
                    Section   705(a)(2)(B)  of  the  Code   or
                    otherwise  treated as Section 705(a)(2)(B)
                    expenditures  pursuant to the Regulations,
                    and  (D)  allocations  to  the  Member  of
                    Company   loss  or  deduction  (or   items
                    hereof),   including  loss  and  deduction
                    described  in Section 1.704-1(b)(2)(iv)(g)
                    of the Regulations and special allocations
                    of  loss and deduction pursuant to Section
                    5  hereof, but excluding items   of  "tax"
                    (as  distinguished from  "book")  loss  or
                    deduction (or items thereof) described  in
                    Section 1.704-1(b)(4)(i) or (iii)  of  the
                    Regulations.


               Capital   accounts   shall   be   adjusted   in
               accordance  with the Regulations from  time  to
               time, to reflect unrealized income, gain, loss,
               or  deduction,  including adjustments  made  in
               accordance  with  Section 1.704-1(b)(2)(iv)(d)-
               (f)  of the Regulations.  Such adjustments,  to
               reflect  the then fair market value of  Company
               assets,  shall  be made as appropriate  at  the
               following times:

                    the  acquisition of an additional Interest
                    in  the  Company  by any new  or  existing
                    Member  in  exchange for more  than  a  de
                    minimis capital contribution;

                    the  distribution  by  the  Company  to  a
                    Member of more than a de minimis amount of
                    Company  assets  as consideration  for  an
                    Interest in the Company; and

                    the   liquidation   of  the  Company   for
                    federal  income tax purposes  pursuant  to
                    Section   1.704-1(b)(2)(ii)(g)    of   the
                    Regulations .


               The  transferee of any Member's Interest  shall
               succeed   to   the  capital  account   of   the
               transferor  to  the extent it  relates  to  the
               transferred Member's Interest.


               The  provisions of this Agreement  relating  to
               the   maintenance  of  capital   accounts   are
               intended  to comply with Section 1.704-1(b)  of
               the  Regulations, and shall be interpreted  and
               applied  in  a  manner  consistent  with   such
               Regulations.


          Return of capital contributions.  No Member shall be
          entitled  to  withdraw  any  part  of  its   capital
          contributions or its capital account or  to  receive
          any   distribution  from  the  Company,  except   as
          specifically provided in this Agreement.  Except  as
          otherwise  provided  herein,  there  shall   be   no
          obligation  to  return to any former Member  or  his
          successor   any   part  of  such  Member's   capital
          contribution  or capital account,  or  to  make  any
          distribution  thereto, for so long  as  the  Company
          continues in existence.


          Deficit  Capital  Account  Restoration.   Except  as
          otherwise  provided  herein, Members  shall  not  be
          obligated to restore any negative capital account or
          contribute any amounts to the Company in respect  of
          any  negative capital account, nor shall any  Member
          be  liable for any of the debts, losses, liabilities
          or  obligations of the Company beyond such  Member's
          capital   contributions.  Members   shall   not   be
          obligated  to  restore any reduction  in  their  own
          capital account.


ALLOCATION OF PROFITS AND LOSSES


          Except as otherwise provided in this Agreement,  the
          Company's  profits and losses for each  fiscal  year
          shall  be  allocated among the Members in proportion
          to  their respective Interests in effect during such
          fiscal year.  Notwithstanding the foregoing, (i) net
          profits for any Fiscal Year shall first be allocated
          to Members in proportion to previously allocated net
          losses  under  this Section 5.1 to the extent  those
          net  losses  have  not  been  previously  offset  by
          allocation  under  this clause  (i),  and  (ii)  net
          losses  for any Fiscal Year shall first be allocated
          to Members in proportion to previously allocated net
          profits  under this Section 5.1 to the extent  those
          net  losses  have  not  been  previously  offset  by
          allocations under this clause (ii).


          Profits   and  losses  of  the  Company   shall   be
          determined  for each fiscal year in accordance  with
          Section  703(a)  of  the  Code  and  the  method  of
          accounting  followed  by  the  Company  for  federal
          income tax purposes and otherwise in accordance with
          generally   accepted   accounting   principles   and
          procedures  applied  in  a  consistent  manner,   as
          modified   by  Section  1.704-1(b)(2)(iv)   of   the
          Regulations.  Except as otherwise provided  in  this
          Agreement,  whenever  a proportionate  part  of  the
          Company's  profit or loss is allocated to a  Member,
          every  item  of  income,  gain,  loss  or  deduction
          entering  into  the computation of such  profit  and
          loss shall be considered allocated and every item of
          credit  or  tax preference applicable to the  period
          during which such profit or loss was realized  shall
          be  considered allocated to such Member in the  same
          proportion.   All  allocations  of  such  items  for
          federal  income tax purposes shall be  identical  to
          the  allocations set forth in this Section 5, except
          as  otherwise required by Section 704(c) of the Code
          and    Section   1.704-1(b)(4)   of   the   Treasury
          Regulations.

          No  allocation  of  loss, deduction  or  expenditure
          shall  be  charged  to the Capital  Account  of  any
          Member if such allocation would cause the Member  to
          have a deficit Capital Account, but instead shall be
          charged to the Capital Account of any Members  which
          would not have a deficit Capital account as a result
          of  such  allocation in proportion to  the  positive
          Capital  Accounts of such Members  or,  if  no  such
          Members  exist,  then to the Members  in  accordance
          with percentage Interests.


          If  a  Member transfers its interest in the Company,
          and  the  transferee is admitted  as  a  substituted
          Member  as provided herein, the distributive  shares
          of  the  various items allocable among  the  Members
          during  such  fiscal year of the  Company  shall  be
          allocated  between the transferor and the transferee
          based  on  the  number of days in such  fiscal  year
          preceding  and following the effective date  of  the
          transfer.  However, if the Company,  the  transferor
          and  the transferee consent, the distributive shares
          of the various items allocable among the Members may
          be   allocated  between  the  transferor   and   the
          transferee  on the basis of the closing-of-the-books
          method.


          Notwithstanding   any  other   provision   of   this
          Agreement, (a) nonrecourse deductions of the Company
          within  the meaning of Section 1.704-2(b)(1),  other
          than  partner   nonrecourse  deductions  within  the
          meaning   of   Section   1.704-2(i)(1),    of    the
          Regulations, shall be allocated among the Members in
          accordance with their respective Interests, (b)  any
          Member nonrecourse deductions within the meaning  of
          Section   1.704-2(i)(1),  shall  be   allocated   in
          accordance   with   Section   1.704-2(i),   of   the
          Regulations, and (c) if there is a net  decrease  in
          "minimum gain" within the meaning of Sections 1.704-
          2(d)  and 1.704-2(i)(3) of the Regulations  for  any
          fiscal year of the Company, items of gain and income
          shall  be  allocated among the Members in accordance
          with  the  "minimum gain chargeback" rules contained
          in  Sections  1.704-2(f) and  1.704-2(i)(4)  of  the
          Regulations.   The Members' respective interests  in
          Company  profits  for purposes of allocating  excess
          nonrecourse  liabilities of the Company  within  the
          meaning  of Section 1.752-3(a)(3) of the Regulations
          shall be equal to their respective Interests.


          In  the  event any Member unexpectedly receives  any
          adjustments, allocations or distributions  described
          in  Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6)  of
          the Regulations which creates or increases a deficit
          balance in the Capital Account of such Member, items
          of Company income and gain (consisting of a pro rata
          portion  of  each item of Company income,  including
          gross income and gain for such fiscal year) shall be
          specially allocated to such Member in an amount  and
          manner   sufficient  to  eliminate,  to  the  extent
          required  by  the Regulations, such deficit  in  the
          capital  account  of  such  Member  as  quickly   as
          possible.  This provision is intended to comply with
          the   "qualified  income  offset"  requirements   of
          Section 1.704-1(b)(2)(ii)(d) of the Regulations, and
          this  provision shall be interpreted  in  accordance
          with those requirements.


          The  Members intend that the allocations of  profits
          and   losses   under  this  Agreement   shall   have
          substantial  economic effect (or be consistent  with
          the Members' Interests in the Company in the case of
          allocation  of  losses attributable  to  nonrecourse
          debt)  within the meaning of Section 704(b)  of  the
          Code  as  interpreted by the Regulations promulgated
          pursuant  thereto.  Accordingly, the  provisions  of
          Section  5  hereof and the other relevant provisions
          of  this Agreement shall be interpreted in a  manner
          consistent with such intent.  It is intention of the
          Members  that the Company comply with the provisions
          of Regulations Section 1.704-1(b).


          In  accordance with Section 704(c) of the  Code  and
          the  Regulations thereunder, income, gain, loss, and
          deduction  with respect to any property  contributed
          to  the  Company or property revalued under  Section
          1.704-1(b)(2)(iv)(f)  of  the   Regulations   shall,
          solely for federal income tax purposes, be allocated
          among  the  Members  so as to take  account  of  any
          variation between the tax bases of such property and
          such property's fair market value as of the time  of
          contribution  to  the  Company  using  the  remedial
          allocation method described in Section 1.704-3(d) of
          the Regulations.


          If  the  value for capital account purposes  of  any
          Company  property  is adjusted pursuant  to  Section
          4.2(d)  hereof,  subsequent allocations  of  income,
          gain, loss, and deduction with respect to such asset
          shall  take  account  of any variation  between  the
          adjusted basis of such asset for federal income  tax
          purposes  and its adjusted value in the same  manner
          as   under  Section  704(c)  of  the  Code  and  the
          Regulations thereunder.


DISTRIBUTIONS


          Distributions.   Within ninety (90)  days  following
          the  end  of  each fiscal year of the  Company,  the
          Company shall distribute the net income and gain  of
          the  Company for such fiscal year among the  Members
          in  accordance  with their respective  Interests  in
          effect  at  the  end of such fiscal year;  provided,
          however,  that  upon the unanimous  consent  of  the
          Members  the Company shall retain all or  a  certain
          amount of any net income and gain.

  All  amounts  withheld  pursuant to any  tax  law  from  any
  distribution  to  the Members shall be  treated  as  amounts
  distributed to the relevant Members pursuant to this Section
  6.1.     Anything   to  the  contrary  in   this   Agreement
  notwithstanding, no distribution shall be made to  a  Member
  if  such  Member  has, or would have as  a  result  of  such
  distribution, a deficit Capital Account.


     Distribution of the Proceeds of Dissolution.


               Upon  a  dissolution of the  Company,  the  net
               proceeds  of liquidation and dissolution  shall
               be  applied  and distributed in  the  following
               order of priority:

                    first,  towards  the satisfaction  of  all
                    outstanding debts and other obligations of
                    the   Company,   including   expenses   of
                    dissolution and the establishment  of  any
                    reserves deemed necessary by the Board for
                    any  contingent or unforeseen  liabilities
                    or obligations of the Company;

                    second,  towards repayment of  outstanding
                    loans,  if  any,  made by Members  to  the
                    Company;

                    third,   to  the  Members  with   positive
                    capital accounts, to be shared among  such
                    Members in the ratio that their respective
                    positive capital accounts bears to the sum
                    of  all  such  positive capital  accounts.
                    For  purposes  of the preceding  sentence,
                    the  capital account of each Member  shall
                    be  determined  after all  adjustments  to
                    capital  accounts are made  in  accordance
                    with Section 4.2 hereof; and

                    fourth, the balance of such proceeds shall
                    be  distributed to the Members pro rata in
                    accordance     with    their    respective
                    Interests.


               Any  distributions pursuant to this Section 6.2
               shall  be  made  by  the end of  the  Company's
               fiscal  year  in  which  the  dissolution   has
               occurred  (or, if later, within 90  days  after
               the date of such dissolution).


DISSOLUTION AND TERMINATION OF THE VENTURE


          Events   of  Termination.   The  Company  shall   be
          dissolved  upon  the  occurrence  of  any   of   the
          following events:


          The consent of all of the Members;


               The  expiration of the term of the  Company  as
               provided in the Articles of Organization;


               The  change in status from a limited  liability
               company to any other business form;


               The  sale,  transfer or assignment  of  all  or
               substantially all of the assets of the Company;


               The adjudication of the Company as insolvent in
               either  bankruptcy or equity  proceedings;  the
               filing of an involuntary petition in bankruptcy
               against  the  Company which  is  not  dismissed
               within ninety (90) days; the filing against the
               Company of a petition for reorganization  under
               the  Federal Bankruptcy Code or any  comparable
               state  statute  which is not  dismissed  within
               ninety  (90) days; a general assignment by  the
               Company   for  the  benefit  of  creditors;   a
               voluntary  claim of insolvency by  the  Company
               under  the Federal Bankruptcy Code or any state
               insolvency statutes; or the appointment for the
               Company  of a temporary or permanent  receiver,
               trustee,  custodian  or sequestrator,  and  the
               same is not dismissed within ninety (90) days;


               As otherwise required under the Act; or


               As  provided  in  Section 3.8 or  3.9  of  this
               Agreement.


          Conclusion  of  Affairs.   In  the  event   of   the
          dissolution of the Company for any reason the  Board
          shall proceed promptly to wind up the affairs of and
          liquidate the Company.  Except as otherwise provided
          in  this  Agreement, the Members shall  continue  to
          share  distributions  and  allocations  during   the
          period  of liquidation in the same manner as  before
          dissolution.


          Liquidating  Distributions.   The  proceeds  of  the
          liquidation and dissolution and any other assets  of
          the  Company shall be distributed in accordance with
          Section  6.2 of this Agreement.  Except as  provided
          below,  no Member shall have any right to demand  or
          receive  property  other than cash upon  dissolution
          and termination of the Company; however, the Board ,
          on  unanimous  resolution, shall have the  right  to
          distribute assets in kind, valued at the  then  fair
          market  value  of  such  assets,  as  a  liquidating
          distribution to  any Member.  Without the consent of
          the  Company or any other Member, Alimenta may elect
          to  receive a distribution of assets in kind, valued
          at the then fair market value of such assets, if and
          to  the  extent Alimenta contributed such assets  to
          the  Company.   This right to receive a distribution
          in  kind  is  limited to facilities (not  individual
          assets)   in  their  then  current  condition.    If
          Alimenta elects to receive a distribution of  assets
          in  kind  and as a result thereof the value  of  the
          remaining  assets  of  the  Company  is  diminished,
          Alimenta shall reimburse the Company for the  amount
          by which the value of the Company's remaining assets
          is  diminished.  In determining whether and to  what
          extent  the value of the Company's remaining  assets
          is  diminished by reason of a distribution of assets
          in  kind to Alimenta, value diminishment as a result
          of  potential competition by Alimenta shall  not  be
          taken into account.


          Termination.  Within a reasonable time following the
          completion  of the liquidation of the Company,  each
          of the Members shall be provided a statement setting
          forth  the assets and the liabilities of the Company
          as  of  the  date of complete liquidation  and  each
          Member's  portion of the distributions  pursuant  to
          this  Agreement.  Upon completion of the liquidation
          of  the  Company and the distribution of all Company
          assets, the Company shall terminate, and the Members
          shall  execute and file Articles of Dissolution  and
          such other documents and take such other actions  as
          are   necessary   or  appropriate  to   effect   the
          dissolution and termination of the Company.


TAXES AND ACCOUNTING


          Partnership  for Tax Purposes; Tax Returns.   It  is
          the   intention  of  the  parties  hereto  that  the
          relationships  created by this Agreement  will,  for
          federal,  state  and local income tax  purposes,  be
          treated  as a partnership and no Member nor the  Tax
          Matters  Partner shall take any action  inconsistent
          with  the  Company's  status as  a  partnership  for
          federal, state or local income tax purposes  without
          the  consent  of all the Members.  The  Board  shall
          arrange for the preparation and timely filing of all
          income   tax  returns  and  any  other  returns   or
          statements  required of the Company  by  any  taxing
          authority.   The  Board shall, within  a  reasonable
          period  of time prior to filing any such returns  or
          statements (but not less than 30 days prior  to  the
          due  date thereof), deliver copies thereof  to  each
          Member  for  its review and comment.   If  a  Member
          disagrees with the proposed treatment of an item  on
          a  proposed  tax return of the Company, such  Member
          shall  give prompt written notice to the Tax Matters
          Partner.  The Members shall consult in good faith to
          agree  on  the treatment of such item,  and  failing
          such agreement, the Company shall treat the item  in
          the  manner  determined  by the  Members  holding  a
          majority  of  Interest in the  Company.   No  Member
          shall file, pursuant to Section 6222(b) of the  Code
          a notification of inconsistent position with respect
          to  the  Company without first notifying  the  other
          Members.


          Elections.   The  Board  is  granted  authority  and
          agrees  to  make elections under the  Code  and  the
          Regulations   in  each  year's  federal   (and,   if
          applicable, state and local) partnership income  tax
          returns  with  respect to the Company's  activities,
          including   without  limitation,   elections   under
          Sections   709  of  the  Code.  Notwithstanding  the
          foregoing, in the event of a transfer of all or part
          of  the  Interest  of a Member,  a  distribution  of
          Company  property to a Member, or  the  death  of  a
          Member, the Company shall, at the written request of
          a Member or its estate, elect to adjust the basis of
          Company  property under Section 754 of the Code  and
          shall  not otherwise make a Section 754 election  to
          adjust basis.


          Financial  Statements;  Auditors.  The  Board  shall
          retain  a  national  firm of  independent  certified
          public  accountants as independent auditors  of  the
          Company to conduct an examination in accordance with
          generally   accepted  auditing  standards   of   the
          financial statements of the Company as of the  close
          of  business of each fiscal year of the Company  and
          to  furnish its certificate to the effect that:  (i)
          the balance sheet of the Company as of such date and
          (ii)  the  related  statements of  income,  Members'
          income  accounts and capital accounts for the fiscal
          period  then ended have been prepared in  accordance
          with   generally   accepted  accounting   principles
          consistently   applied  and   fairly   present   the
          financial position and results of the operations  of
          the Company for the period indicated.  A copy of the
          audited   annual  financial  statements   shall   be
          furnished  to  each Member within seventy-five  (75)
          days after the end of each fiscal year.  Pursuant to
          a  Litigation Sharing and Indemnification Agreement,
          dated   March   30,   2000   (the   "Indemnification
          Agreement"), ADM, Alimenta and Gold Kist have agreed
          to  indemnify the Company with respect to the  civil
          action  entitled  Neon Earl Bass,  Jr.,  Dry  Branch
          Farms, Inc. and Varner Bass Enterprises, Plaintiffs.
          Vs.  Golden Peanut Company, Defendant, Civil  Action
          File  No. 94-VS-85847, State Court of Fulton County,
          Georgia  (the "Varner Bass Case").  As a  result  of
          the  Indemnification Agreement, the auditors for the
          Company  shall  record a receivable of  the  Company
          from  ADM,  Alimenta  and Gold Kist  to  offset  any
          liability or reserve on the financial statements  of
          the Company with respect to the Varner Bass Case.


          Fiscal  Year; Tax Year.  The Company's  fiscal  year
          for financial accounting purposes shall end on  June
          30  of each year.  The Board shall have the right to
          change  such  fiscal year from time to  time  if  it
          deems  it appropriate.  The Company's tax year shall
          end  on  December  31 and, in any  event,  shall  be
          determined  in accordance with Section  706  of  the
          Code.


          Member Audits; Book and Records.  (a) Upon notice in
          writing  to the Company and the other Members,  each
          Member, at its own expense, shall have the right  to
          audit  or  cause  to be audited the books,  records,
          reports   and   operations  of  the   Company.    No
          exceptions  to the books and records of the  Company
          with  respect to normal or recurring items shall  be
          taken  for any fiscal year unless taken within three
          (3)  months  following  the receipt  of  the  annual
          audited financial statements. The Company shall make
          available  to  each  Member  such  books,   records,
          financial    statements   and   other   information,
          including   information   related   to   state   tax
          allocations  and  apportionments  of  such  Member's
          allocable  share  of  Company income,  as  shall  be
          reasonably  requested by such Member  in  connection
          with   either  its  right  to  audit  or  with   the
          preparation  of  tax  returns  or  other   documents
          required  to  by  filed  by  such  Member  or  their
          Affiliates, and the Company shall cooperate  in  the
          preparation of such documents.

          (b)  The  Company  shall retain,  at  its  principal
          office,  such  books  and  records  (including   tax
          returns of the Company) that may be relevant to  the
          tax  filings  or  tax audits of the Members  for  at
          least  10  years , or such later date as  reasonably
          requested by a Member.  Each Member shall  have  the
          opportunity  to copy any such records prior  to  the
          time they are to be destroyed by the Company.


          Tax  Matters  Partner.  The Members shall  designate
          ADM  as the Tax Matters Partner of the Company.  The
          Tax Matters Partner shall obtain the consent of each
          Member  before  it shall  execute on behalf  of  all
          Members  an  agreement  with  the  Internal  Revenue
          Service ("IRS") extending the statute of limitations
          for making an assessment of federal income taxes  or
          the    time    periods   relating   to    submitting
          administrative adjustment requests for the  Company.
          Any  such agreements will be binding on all Members.
          The  Board may change the Tax Matters Partner at any
          time  by  designating a different Member as the  Tax
          Matters  Partner.  The Tax Matters Partner  may  not
          enter  into any agreement with the IRS which affects
          the  amount, deductibility or creditability  of  any
          Company  item without the prior consent of  each  of
          the  other Members.  In the event of an audit of the
          Company's federal income tax return or other  action
          taken  with  respect to the Company by an applicable
          tax authority, the Tax Matters Partner will promptly
          (and  in any event within 10 days of receipt of  any
          written  action) advise all of the  Members  of  all
          developments  with  respect to the  audit  or  other
          matter and shall provide each Member with a copy  of
          all   notices  received  from  any  tax   authority,
          including   any   final  partnership  administrative
          adjustment.   The Tax Matters Partner shall  consult
          with  the Members with respect to any action  to  be
          taken  by  the Tax Matters Partner and shall  obtain
          the  consent  of  all Members prior to  taking  such
          Action.    The Tax Matters Partner shall be entitled
          to  reimbursement  by the Company  for  all  out  of
          pocket  expenses  reasonably  incurred  by   it   in
          representing  the  Company in accordance  with  this
          Agreement.


     NOTICES.  All notices, requests, demands, directions and
other communications hereunder shall be in writing signed by
an authorized representative of the Member issuing the same
and shall be deemed to have been duly given five (5) days
after the date of the mailing thereof, as determined by the
date set forth on the Post Office receipt, when sent by
certified or registered mail, postage prepaid, or upon the
date of receipt, when sent by cable, telex or other form of
electric transmission, and promptly confirmed in writing,
addressed:


          If to the Company:  Golden Peanut Company, LLC
                        100 North Point Center East
                        Suite 400
                        Alpharetta, GA 30022
                        Attention:  President
                        Telecopy Number:  (770) 752-8308

or to such other address as the Company shall have directed in
accordance with this Section 9.

          If to Gold Kist:    Gold Kist Inc.
                         244 Perimeter Center Parkway, N.E.
                         Atlanta, Georgia 30346-2397
                         Attention:  Vice President - Law
                         Telecopy Number:    (404) 393-5421

or  to such other address as Gold Kist shall have directed  in
accordance with this Section 9.

          If to ADM:     Archer-Daniels-Midland Company
                         P. O. Box 1470
                         Decatur, Illinois 62525
                         Attention:  General Counsel
                         Telecopy Number:    (217) 424-6196

or  to  such  other  address as ADM  shall  have  directed  in
accordance with this Section 9.

          If to Alimenta:   Alimenta
                         Route de Suisse 154
                         1290 Versoix, Geneva
                         Switzerland
                         Attention:  Dikran S. Izmirlian
                         Telecopy Number:    (41) 22 775 0290


With a copy to:          C. L. Wagner, Jr.
                         Hunton & Williams
                         4100 Bank of America Plaza
                         600 Peachtree Street
                         Atlanta, Georgia 30308
                         Telecopy Number:    (404) 888-4190


or  to  such other address as Alimenta shall have directed  in
accordance with this Section 9.

          If to Cargill: Cargill, Incorporated
                         15407 McGinty Road West
                         Law Department/24
                         Wayzata, Minnesota 55391-2399
                         Attention:  Peanut Dept. Attorney
                         Telecopy Number:    (612) 742-6349

or  to  such  other address as Cargill shall have directed  in
accordance with this Section 9.


RESOLUTION OF DISPUTES


          Mediation.  If a dispute or disagreement arising out
          of,  or relating to, the interpretation, performance
          or  breach of this Agreement or any amendment hereto
          (a  "Dispute")  exists, any  party  may  submit  the
          reasons  for its position, in writing, to the  other
          party(ies)  and require the other party(ies)  within
          ten   (10)  days  to  submit  the  reasons  for  its
          position, in writing, to the first party and to then
          enter  into  good faith negotiations to  attempt  to
          resolve  the  Dispute.  If such  Dispute  cannot  be
          settled  by  good  faith  negotiation  between   the
          parties  within  thirty (30)  days  after  the  last
          written  submission is due, then any  party  to  the
          Dispute  may require that the Dispute be  submitted,
          in  writing, for resolution to an executive  officer
          of   each   party.   All  negotiations  and  written
          statements  conducted  or  made  pursuant  to   this
          Section  are  confidential and shall be  treated  as
          compromise and settlement negotiations for  purposes
          of  the  U.S.  Federal Rules of Evidence  and  state
          rules  of  evidence.  If the parties reach agreement
          pertaining to any Dispute pursuant to the procedures
          set  forth in this Section, such agreement shall  be
          reduced to writing, signed by the parties and  shall
          be final and binding upon both parties.


          Arbitration.   If any Dispute shall  not  have  been
          resolved through the use of the procedures specified
          in  Section  10.1  within sixty  (60)  days  of  the
          initial written submission of the issue by one party
          to  the  other,  then any party to the  Dispute  may
          initiate  an  arbitration  in  accordance  with  the
          provisions of this Section 10.2.  The Dispute  shall
          be  submitted  to  and  settled  by  arbitration  in
          accordance with the Commercial Arbitration Rules  of
          the American Arbitration Association, now in effect,
          except  to  the extent modified herein.  Unless  the
          parties   shall   mutually  agree   otherwise,   any
          arbitration hearings shall be conducted in or  about
          Atlanta,  Georgia.  The decision of the  arbitrators
          shall  be  final and binding upon, and  unappealable
          by,  the  parties to such arbitration.  Judgment  on
          the  award  rendered  may be entered  in  any  court
          having  jurisdiction thereof. The arbitrators  shall
          not  be  empowered  to award punitive  or  exemplary
          damages.   If there are two parties to the  Dispute,
          each party shall, within thirty (30) days of receipt
          of  notice that a party has referred the Dispute  to
          arbitration,  appoint  one  arbitrator  and,  within
          thirty  (30) days of the appointment of the last  of
          such  two  arbitrators  the  two  arbitrators  shall
          appoint a third arbitrator.  If either party or  the
          two   arbitrators   fail  to   timely   appoint   an
          arbitrator,  the said arbitrator shall be  appointed
          by  the American Arbitration Association.  If  there
          are more than two parties to the Dispute, unless the
          parties to the Dispute agree otherwise, the American
          Arbitration    Association   shall    appoint    the
          arbitrator(s).  The arbitrator(s) shall  permit  the
          parties  to  conduct  discovery  pursuant  to  rules
          established by the arbitrator(s).   Unless otherwise
          determined  by the arbitrator(s), the parties  shall
          bear  their  respective costs incurred in connection
          with  the  procedures  described  in  this  Section,
          except that the parties shall share equally the fees
          and  expenses of the arbitrators.  The parties shall
          require  the  arbitrators to make a decision  within
          sixty  (60)  days of the appointment  of  the  third
          arbitrator.


          Provisional  Remedies.  The procedures specified  in
          this  Section  10  shall be the sole  and  exclusive
          procedures for the resolution of Disputes; provided,
          however, a party, without prejudice to the mandatory
          procedures of this Section, may file a complaint for
          purposes  of tolling the statute of limitations,  or
          seek  a  preliminary injunction or other provisional
          judicial relief, if in its sole judgment such action
          is  necessary  to  avoid irreparable  damage  or  to
          preserve  the  status  quo.   Notwithstanding   such
          action, the parties will continue to participate  in
          good  faith  in  the  procedures specified  in  this
          Section.


          Tolling  Statute  of  Limitations.   All  applicable
          statutes  of limitation and defenses based upon  the
          passage of time shall be tolled while the procedures
          specified in this Section are pending.  The  parties
          will   take   such  action,  if  any,  required   to
          effectuate such tolling.


SPECIAL PROVISIONS


          Option  to Purchase Cargill's Interest.  The Company
          shall   have  the  right  and  option  to   purchase
          Cargill's  Interest for Twenty-Five Million  Dollars
          ($25,000,000) effective July 1, 2002.   The  Company
          may   exercise  its  option  to  purchase  Cargill's
          Interest only with the unanimous written approval of
          ADM,  Alimenta  and Gold Kist.   ADM,  Alimenta  and
          Gold   Kist  shall  confer  and  determine  if  such
          unanimous  approval  can be obtained  on  or  before
          April  15, 2002.  If one or two but not all of  ADM,
          Alimenta and Gold Kist approve the exercise of  such
          option,  the  non-electing  parties  may  reconsider
          their  decision.  If one or two but not all of  ADM,
          Alimenta and Gold Kist approve the exercise  of  the
          Company's option to purchase Cargill's Interest, the
          Company  shall  be  deemed to have  transferred  and
          assigned (without further act) this right and option
          to  the  Member  or Members approving the  Company's
          exercise  of  this option and such  Member(s)  shall
          thereafter  have  the right and option  to  purchase
          Cargill's  Interest for twenty-five million  dollars
          ($25,000,000) effective July 1, 2002.  For  purposes
          of  this  Section 11.1, the Company or the Member(s)
          which  exercise  the  option to  purchase  Cargill's
          Interest,  as  the  case  may  be,  are  hereinafter
          referred  to as the "Optionee."  The Optionee  shall
          give  Cargill  written  notice  of  its  intent   to
          exercise  this option no sooner than June  1,  2002,
          and  no  later than July 1, 2002, at which time  the
          option  and right shall expire and become  null  and
          void.  The closing for such sale shall occur, unless
          the parties otherwise agree, on or before August 31,
          2002.  At the closing Cargill shall execute or cause
          to  be  executed any and all documents necessary  to
          transfer  completely of record and beneficially  the
          Interest being transferred free and clear of any and
          all  liens,  encumbrances, or pledges of  any  kind,
          including    the   delivery   of   any   certificate
          representing  the  Interest being transferred,  duly
          endorsed  for transfer, and the Optionee shall  make
          payment   therefore   by  wire   transfer   of   the
          $25,000,000 in immediately available funds.  In  the
          event  the Optionee exercises the option to purchase
          Cargill's   Interest,   the  Optionee   shall   also
          purchase, and Cargill shall sell, Cargill's oil mill
          located  in  Dawson, Georgia for  a  purchase  price
          equal  to one hundred twenty-five percent (125%)  of
          the net book value of such oil mill as reflected  on
          Cargill's  financial statements as  of  the  closing
          determined  in accordance with GAAP and the  closing
          of  the  purchase and sale of such  oil  mill  shall
          occur   simultaneously  with  the  closing  of   the
          purchase  and  sale of Cargill's Interest.   In  the
          month of March, 2002, Cargill agrees to provide ADM,
          Alimenta   and  Gold  Kist  with  such   information
          regarding the net book value of Cargill's  oil  mill
          as shall be reasonably requested.  Upon the transfer
          by  Cargill  of  its  Interest,  at  its  discretion
          Cargill   shall   be  released  from   any   further
          obligation   under   any  ancillary   agreement   or
          arrangement  associated with the Company,  including
          without limitation any guaranty and/or reimbursement
          agreement  with  regard  to  the  financing  of  the
          Company,  except to the extent that such  obligation
          arose from or was based upon events or circumstances
          that   existed  prior  to  the  effective  date   of
          Cargill's   transfer  of  its  Interest,  including,
          without limitation, those incurred but not reported.
          Notwithstanding   the  foregoing,  the   twenty-five
          million  dollars ($25,000,000) purchase price  shall
          be  reduced  to  the extent of any value  added  tax
          applicable  to the Fondo de Comercio, as  such  term
          was  defined  in  the Membership Purchase  Agreement
          dated March 30, 2000 between the Members ("Fondo VAT
          Tax")  that has not been recovered by Golden  as  of
          the  closing date of the purchase pursuant  to  this
          Section, provided, however, that the Fondo  VAT  Tax
          shall  be reduced on a first in, first out basis  by
          the  value added tax recovered by Golden from  April
          1,  2000  until the closing date, and to the  extent
          assignable,  Golden shall transfer and convey  value
          added  tax credits equal to the reduction to Cargill
          or  its Affiliate.  The foregoing sentence shall  be
          null  and  void in the event the law or  regulations
          regarding value added tax in Argentina which  effect
          peanuts  is  adversely changed or  modified  between
          March 30, 2000 and the closing date pursuant to this
          section.  Any outstanding claims by Golden  for  the
          Fondo VAT Tax refund as of the closing date shall be
          paid  over  to Cargill upon its receipt, up  to  the
          amount  of  the  reduction  of  the  purchase  price
          hereunder.


          Option to Purchase Oil Mill.  The Company shall have
          the  right and option, at any time between  July  1,
          2002  and  June 30, 2003, upon not less than  thirty
          (30)  days  advance written notice  to  Cargill,  to
          purchase  Cargill's oil mill at Dawson, Georgia  for
          the  net  book  value thereof as  reflected  on  the
          financial statements of Cargill as of the closing as
          determined in accordance with GAAP.  The Company may
          exercise this option to purchase Cargill's oil  mill
          only  upon  the unanimous written approval  of  ADM,
          Alimenta  and  Gold  Kist.  At the  closing  Cargill
          shall  execute or cause to be executed any  and  all
          documents necessary to transfer completely of record
          and  beneficially the oil mill and all related sales
          and  services  agreements, etc.,  being  transferred
          free  and  clear of any and all liens, encumbrances,
          or  pledges of any kind, and the Company shall  make
          payment  therefore by wire transfer of the  purchase
          price  in immediately available funds.  In the event
          of  the  purchase of Cargill's oil mill pursuant  to
          Section  11.1  or 11.2, the purchaser thereof  shall
          also  purchase  the  inventory of  peanut  goods  or
          products  and  the purchase and sale  contracts  for
          peanut  goods  or products related to Cargill's  oil
          mill at the fair market value thereof.


     (a)  Definitions.   For purposes of this  Agreement,  the
          following terms shall have the following meanings:

                    "Additional  Peanuts"  -  edible   peanuts
                    grown  in  the United States  which  under
                    applicable  law  and regulations  must  be
                    exported from the United States or sold as
                    edible   peanuts  by  the  United   States
                    federal government for export.

                    "African  Peanuts" - edible peanuts  grown
                    in   the   African  continent   with   the
                    exception of the country of South Africa.

                    "Company  Oil Stock" - Oil Stock owned  by
                    Company  as  a  result  of  its  shelling,
                    blanching  or  remilling  operations,  for
                    sale  and use, including Domestic  Sheller
                    Residue Oil Stock acquired by Company in a
                    trade or swap in like amounts with another
                    sheller  of  Company Oil  Stock  for  such
                    Domestic Sheller Residue Oil Stock.

                    "Domestic  Government  Farmer   Stock"   -
                    Farmer  stock which is sold by the  United
                    States federal government, but only to the
                    extent sold for crushing within the United
                    States.

                    "Domestic Sheller Residue Oil Stock" - Oil
                    Stock,   other  than  Company  Oil  Stock,
                    Domestic  Government Oil Stock and  Export
                    Government Oil Stock, for sale and use.

                    "Export Government Farmer Stock" -  Farmer
                    stock  which is sold by the United  States
                    federal  government for  export  from  the
                    United States.

                    "Export Sheller Residue Oil Stock"  -  Oil
                    Stock,   other  than  Company  Oil  Stock,
                    Domestic   Sheller  Residue   Oil   Stock,
                    Domestic   Government  Farmer  Stock   and
                    Export Government Farmer Stock, for export
                    from the United States.

                    "Oil   Products"    -  non-edible   peanut
                    products, including peanut oil and  peanut
                    meal, but excluding Oil Stock.

                    "Oil   Stock"   -  peanut  skins,   peanut
                    fragments,  or peanuts to be processed  or
                    crushed  to make peanut oil, peanut  meal,
                    and   any   other  byproducts  from   such
                    processes.

                    "Other  Origin  Peanuts" - edible  peanuts
                    grown anywhere in the world except in  the
                    United States.

                    "Quota Peanuts" - edible peanuts grown  in
                    the  United  States which under applicable
                    law and regulations may be disposed of  in
                    the United States.

                    "Specialty  Oil   and  Related   Products"
                    -peanut  flour, peanut butter and aromatic
                    peanut oil.


          Peanut Transactions.

                    Among  the Members, their Affiliates,  and
                    the Company, the Company shall be the sole
                    seller, purchaser, processor, handler  and
                    marketer   of  Quota  Peanuts,  Additional
                    Peanuts,   Other   Origin   Peanuts    and
                    Specialty  Oil and Related Products.   The
                    Members  and their Affiliates,  shall  not
                    engage  in  transactions  involving  Quota
                    Peanuts, Additional Peanuts, Other  Origin
                    Peanuts  and  Specialty  Oil  and  Related
                    Products,  provided  however,   that   the
                    Members  and their Affiliates  may  resell
                    any  such  products if they purchase  such
                    products       from      the      Company.
                    Notwithstanding   the    foregoing,    (A)
                    Alimenta,  or  its  Affiliate,  may  sell,
                    purchase,  process, handle  and/or  market
                    African Peanut, and (B) any Member, or  an
                    Affiliate  thereof,  may  sell,  purchase,
                    process,  handle  and/or  market  aromatic
                    peanut oil.

                    GPX, Inc. or Company appointed third party
                    agents  shall  be the Company's  exclusive
                    marketing agents outside the United States
                    for  Quota Peanuts, Additional Peanuts and
                    Specialty Oil  and Related Products of the
                    Company.

                    The  Members and Affiliates of Members may
                    engage  in transactions involving Domestic
                    and   Export   Government  Farmer   Stock,
                    Domestic  and Export Sheller  Residue  Oil
                    Stock,  Oil Products or Oil Stock for  its
                    own  account,  including the handling  and
                    processing    thereof.    Unless    Golden
                    acquires  Cargill's oil mill  pursuant  to
                    Section   11.1   or  11.2,  any   Domestic
                    Government   Farmer  Stock   or   Domestic
                    Sheller Residue Oil Stock acquired by  the
                    Company shall be offered and sold  by  the
                    Company to the Members pursuant to Section
                    11.3(b)(iv).

                    Company Oil Stock will be offered and sold
                    to  all  Members or one of each  of  their
                    Affiliate(s)  pursuant  to  the  following
                    process.   Golden shall sell  its  Company
                    Oil  Stock  by  conducting an  auction  by
                    progressively higher oral outcry among its
                    Members,    or   a   Member's   designated
                    Affiliate,  as the case may be,  at  times
                    periodically set by Golden.  Such  auction
                    may   be   conducted   via   a   telephone
                    conference call.  Golden shall  offer  its
                    Company  Oil  Stock  by individual  units,
                    which   may  range from a minimum  of  one
                    month of Golden's production thereof  from
                    one  specific plant location to all months
                    of  production in a specific crop year  at
                    all  or  a combination of Golden's plants,
                    each   at  Company's  discretion.   Golden
                    shall   not  offer  less  than  a  month's
                    production  at a particular  plant,  offer
                    Company  Oil Stock as one unit  from  more
                    than  a  single crop year, or offer  units
                    from  other  than the current  crop  year.
                    Any   Member   not  participating   in   a
                    particular auction will be deemed to  have
                    declined  to  participate or purchase  any
                    Company   Oil   Stock  offered   in   that
                    particular auction.  The highest and  thus
                    winning   bidder  for  any  unit   offered
                    automatically  receives that  fraction  of
                    the  unit offered computed by dividing the
                    number   1   by   the  total   number   of
                    participants, which with four Members  can
                    be   no   less   than  1/4.   Each   other
                    participant  in the auction can  also  buy
                    the  same  fraction of  the  unit  at  the
                    winning   bid   price.   If   the    other
                    participant(s)  declines  to  purchase  at
                    that  price, the winning bidder can  elect
                    to  buy the declining participant's  share
                    at  such  price.   If the  winning  bidder
                    declines  to purchase all of the remaining
                    fractions of the unit at such price and  a
                    portion  of the unit thus remains  unsold,
                    another   auction  shall  immediately   be
                    conducted  on the same terms  as  provided
                    herein  with regard to the winning  bidder
                    purchasing  a  fractional  amount  of  the
                    portion  of the original unit offered  and
                    the  other participants having a right  to
                    purchase  a  fractional  amount   at   the
                    winning  bid price.  This auction  process
                    shall be repeated until all of the offered
                    unit(s) are sold, provided, however,  that
                    if any volume of a particular unit remains
                    unsold  after  three  rounds  of  bidding,
                    Golden  shall  have  the  option  to   not
                    conduct  another round of the auction  and
                    instead withdraw and offer such peanuts at
                    a   later  time  at  its  discretion.  The
                    Members  and  Golden  shall  agree  on   a
                    quality standard for the Company Oil Stock
                    and  a  deduction from the purchase  price
                    for  all  loads  that fail  to  meet  such
                    standard.  All units shall be offered  and
                    purchase  on  an  FOB  plant  basis.   The
                    President    of   Golden   may   establish
                    reasonable   procedural  rules   for   the
                    auction process except for rules regarding
                    minimum  bids or overbids.  If any  volume
                    of  a particular unit remains unsold after
                    three  (3) rounds of bidding, Golden shall
                    have  the right to dispose of such  volume
                    to  purchasers other than the  Members  if
                    and  to  the  extent  necessary  to  avoid
                    incurring  storage charges to third  party
                    warehouses.    The  provisions   of   this
                    Subsection 11.3(b)(iv) shall terminate  in
                    the  event Golden purchases Cargill's  oil
                    mill.


EVENTS OF DEFAULT AND REMEDIES


          Definition  of  Events of Defaults.   The  following
          events shall constitute Events of Default:


               Failure  by  a  Member  to  make  any  required
               capital  contribution  to  the  Company  within
               thirty  (30)  days after receiving notice  that
               the   same  is  due  (a  "Capital  Contribution
               Default");


               Failure by a Member to perform any of the other
               material terms and conditions of this Agreement
               and failure thereafter to cure such failure  to
               perform  within 45 days after receiving written
               notice of such failure from at least two  other
               Members;


               The  occurrence of any of the following  events
               with respect to a Member:

                    The  Member shall be adjudicated insolvent
                    or  bankrupt,  or shall file any  petition
                    seeking         any        reorganization,
                    rehabilitation, liquidated, dissolution or
                    similar relief under federal or state laws
                    relative  to  bankruptcy,  insolvency   or
                    other   relief  for  debtors  ("Bankruptcy
                    Laws"),  or  the  Member  shall  seek   or
                    acquiesce  in  the  appointment   of   any
                    custodian,  trustee, receiver, conservator
                    or  liquidator of such Member or of all or
                    a  substantial  part of its properties  or
                    its interest in the Company; or

                    The  Member  shall permit  or  suffer  the
                    filing  of an involuntary petition against
                    it     seeking     any     reorganization,
                    rehabilitation,  liquidation,  dissolution
                    or  similar  relief under Bankruptcy  Laws
                    and  such petition shall have been granted
                    or not dismissed within 90 days of filing;
                    or

                    The Member permits or suffers a custodian,
                    trustee,    receiver,    conservator    or
                    liquidator  of it or all or a  substantial
                    part  of its property or interest  in  the
                    Company   to  be  appointed  without   the
                    consent   of   such   Member   and    such
                    appointment  shall  remain  unvacated  and
                    unstayed  for  ninety (90)  days  with  or
                    without the acquiescence of such Member.


          Remedies.  If any Event of Default shall occur,  the
          non-defaulting  Members, acting  by  a  majority  in
          Interest,  shall  have  the  following  remedies  in
          addition  to all other rights and remedies available
          at law or in equity:


               If   the   Event  of  Default  is   a   Capital
               Contribution    Default,   the   non-defaulting
               Members may:

                    contribute   to  the  Company,   in   such
                    relative  amounts  as  the  non-defaulting
                    Members  shall  between themselves  agree,
                    for   such  non-defaulting  Members'   own
                    capital  accounts the capital contribution
                    not  paid  by  the  defaulting  Member  in
                    exchange  for  an  increase  in  the  non-
                    defaulting  Members' respective Interests.
                    In   such   event,   each   non-defaulting
                    Member's  Interest shall increase  to  the
                    percentage represented by a fraction,  the
                    numerator of which is the amount  of  such
                    Member's capital account immediately prior
                    to  any  payment  by  it  of  the  capital
                    contribution  plus  the  amount   of   the
                    capital  contribution paid by it, and  the
                    denominator  of which is the  sum  of  all
                    Members'   capital  accounts   immediately
                    prior  to  any  payment of the  additional
                    capital  contributions plus the amount  of
                    the additional capital contributions.  The
                    defaulting  Member's Interest  shall  then
                    equal the result of subtracting the sum of
                    the non-defaulting Members' Interests from
                    one hundred percent (100%); or

                    treat  the amount of such required capital
                    contribution as a sum of money owed to the
                    Company  by  the  defaulting  Member,  due
                    immediately, with interest at the rate  of
                    either (A) two (2) percentage points above
                    the  per  annum rate of interest published
                    from  time  to  time in  the  Wall  Street
                    Journal as being the "prime rate" (or  the
                    average of such rates), adjusted daily, or
                    (B)  the highest lawful rate permitted  by
                    applicable  law, whichever  is  less  (the
                    "Default  Rate"),  and may  file  suit  to
                    collect such debt; or

                    advance   on   behalf  of  the  defaulting
                    Member,  in such relative amounts  as  the
                    non-defaulting   Members   shall   between
                    themselves agree, to or for the benefit of
                    the  Company  the amount of such  required
                    additional  capital  contribution,   which
                    advances shall be considered a debt due on
                    demand  from the defaulting Member to  the
                    non-defaulting   Members  repayable   with
                    interest   at  the  Default   Rate.    Any
                    distributions  of  the  Company  otherwise
                    allocable  to the defaulting Member  shall
                    be  paid  directly  to the  non-defaulting
                    Members  on  account  of  such  respective
                    obligations,  to  be  applied   first   to
                    interest  and  next to principal  of  such
                    debt; or

                    take  any  combination of or all  of  such
                    actions  described in (i), (ii)  or  (iii)
                    above,   without  the  necessity   of   an
                    election of remedies.


               If the Event of Default is other than a Capital
               Contribution    Default,   the   non-defaulting
               Members  may, without notice to the  defaulting
               Member,  cure such default for the account   of
               and  at  the expense of the defaulting  Member,
               and  the  full  amount  so expended,  including
               reasonable  accountants' and  attorneys'  fees,
               shall be deemed a debt of the defaulting Member
               to the non-defaulting Members, due immediately,
               with interest at the Default Rate, and the non-
               defaulting  Members may file  suit  to  collect
               such debt.


               If  any  Event  of  Default  occurs,  the  non-
               defaulting  Members shall have  the  option  to
               dissolve the Company and to wind up the affairs
               of  the  Company,  and any amount  due  by  the
               defaulting Member to the non-defaulting Members
               hereunder  shall be offset from the  defaulting
               Member's   distribution   pursuant    to    the
               dissolution and paid over to the non-defaulting
               Members.


          Rights  of  Defaulting Members.   If  any  Event  of
          Default  described  in Section  12.1(a)  or  12.1(b)
          shall occur, the defaulting Member, during such time
          as  it  shall remain in default, shall not have  any
          voice  in  the  management  and  operation  of   the
          Company,  nor  have any rights which it  would  have
          under  the  terms of this Agreement to transfer  any
          part  of  its  Interest in the  Company,  except  as
          otherwise expressly provided under the terms of this
          Section  12.   During such time, the  non-defaulting
          Members  shall  have the right to make  all  of  the
          management  decisions for the Company without  first
          having  to  obtain the consent or  approval  of  the
          defaulting  Member.   The  defaulting  Member  shall
          continue   to   be   obligated   to   make   capital
          contributions  as required by this  Agreement.   The
          Member  in default shall also continue to  bear  its
          share  of any losses of, and be entitled to  receive
          its  share of any profits or distributions from, the
          Company, subject to offset as otherwise provided  in
          this Section 12.


MISCELLANEOUS


          Further  Assurances.  The parties to this  Agreement
          and   their   respective  permitted  successors   or
          transferees  hereby  agree  to  provide  all   other
          information,   execute  and  deliver   any   further
          instruments  or documents, and take or forbear  from
          any further acts, that may be reasonably required or
          useful  to carry out the intent and purpose of  this
          Agreement,  provided  that  none  of  the  foregoing
          actions  is  inconsistent  with  any  express  terms
          hereof.


          Amendments.   This Agreement may not be modified  or
          amended  except  in writing signed  by  all  of  the
          Members.


          Headings.   Section headings used in this  Agreement
          are  for convenience and reference only, and are not
          to  be  considered in construing the terms  of  this
          Agreement.


          Usage.   Whenever the context may require, any  noun
          or   pronoun   used   herein   shall   include   the
          corresponding  masculine, feminine or neuter  forms.
          The singular form of nouns, pronouns and verbs shall
          include the plural and vice versa.


          Applicable Law.  This Agreement shall be governed by
          and  construed in accordance with the  laws  of  the
          State of Georgia.


          Severability.  Every provision of this Agreement  is
          intended  to  be  severable,  and  if  any  term  or
          provision hereof shall be declared illegal,  invalid
          or  in conflict with the Act, such term or provision
          shall  be ineffectual and void, and the validity  of
          the  remainder  of  this  Agreement  shall  not   be
          affected thereby.


          Counterparts.  This Agreement may be executed in any
          number  of counterparts, each of which shall  be  an
          original  but all of which together will  constitute
          one  instrument,  binding upon all  parties  hereto,
          notwithstanding  that all of such  parties  may  not
          have executed the same counterpart.


          No  Agency.   Nothing contained  in  this  Agreement
          shall  constitute  the Members  as  agents  for  one
          another,  or render any Member liable for any  debts
          or obligations which are incurred, outside the scope
          of the authority granted by this Agreement.


          Entire  Agreement.  This Agreement  constitutes  the
          entire  agreement among the Members  and  supersedes
          all  prior  agreements  and  understandings  of  the
          Members  in  connection herewith.  No change  in  or
          additions  to  this Agreement shall be binding  upon
          any  Members unless and until in writing and  signed
          by an authorized representative of each Member.


          No Third Party Beneficiaries.  All obligations of  a
          Member   under   this   Agreement,   including   the
          obligations     to    make    additional     capital
          contributions,  are imposed solely  and  exclusively
          for  the benefit of the Members, and no other Person
          shall  having  standing to require  satisfaction  of
          such  obligations and no other Person  shall,  under
          any circumstances, be deemed to be a beneficiary  of
          such obligations, any and all of which a Member  may
          freely waive in whole or in part at any time.


          Waiver  of  Petition Rights.  Except  as  set  forth
          herein   with   respect  to  procedures    for   the
          dissolution of the Company each Member hereby waives
          all  rights it may at any time have to maintain  any
          action  for  the  partition of any property  now  or
          hereafter acquired by the Company.


          Interest  Rate.  Unless otherwise specified  herein,
          whenever  interest  is payable  on  any  amount  due
          pursuant  to this Agreement, such interest shall  be
          at a rate equal to the then prevailing cost of funds
          to the Company.


          Representatives and Warranties.  Each  of  Alimenta,
          ADM,   Cargill  and  Gold  Kist  hereby  represents,
          warrants and covenants to each of the other Members,
          as of the date of this Agreement, as follows:


               It  is  a  corporation duly organized,  validly
               existing and in good standing under the laws of
               the  state of its incorporation, with power and
               authority to own its property and to  carry  on
               its business as now conducted and has the power
               and  authority  to  execute  and  deliver  this
               Agreement.


               The  execution  and  delivery  by  it  of  this
               Agreement  and the performance  by  it  of  its
               obligations   hereunder,   have    been    duly
               authorized by all requisite corporate action on
               its  part, and do not and will not violate  any
               provision  of any law, rule or regulation,  any
               judgment,  order  or ruling  of  any  court  or
               governmental    agency,   its    articles    or
               certificate of incorporation or bylaws, or  any
               indenture,  agreement or  other  instrument  to
               which  it is a party or by which it or  any  of
               its  properties  are bound, or be  in  conflict
               with, result in a breach of, or constitute upon
               notice  or  lapse  of time or both,  a  default
               under  any such indenture, agreement  or  other
               instrument.  It is not subject to or in default
               under any order, writ, injunction or decree  of
               any  court  or  governmental  authority,  which
               would  affect its entrance into this  Agreement
               or any exhibit hereto, or the performance by it
               of its obligations hereunder or thereunder.


               This  Agreement will constitute, upon the valid
               execution  and delivery hereof by  all  parties
               hereto,    its   legal,   valid   and   binding
               obligations,   enforceable   against   it    in
               accordance with its terms.


               There   are  no  outstanding  actions,   suits,
               claims,  investigations  or  other  proceedings
               pending,  or, to the knowledge of its officers,
               threatened,  against  it  which  could  have  a
               material  adverse  effect on  the  business  or
               properties  of  the Company, and  there  is  no
               reasonable basis upon which the same  could  be
               brought or initiated.


          New  or  Resumed Operations.  In the  event  Company
          opts  to  start  or resume certain operations  at  a
          facility or location that had not been operating  in
          such  capacity  on the date of this  Agreement,  any
          Member shall have the option of  having a "Phase  I"
          environmental   evaluation   conducted   upon   such
          facility  or  location prior to the commencement  of
          such  operations.  For example, if the Company  were
          to resume shelling operations at a facility which is
          not operating as a shelling facility on the date  of
          this Agreement, any Member would have the option  of
          conducting a "Phase I" environmental evaluation upon
          such  facility or location prior to the commencement
          of such shelling operations.


          Authorization.  The  Members  authorize   James   W.
          Dorsett, as President of the Company, to execute and
          deliver,  by  and  on behalf of  the  Company,  this
          Agreement, the Membership Purchase Agreement of even
          date herewith among the Company and the Members  and
          the  "Ancillary Agreements" referred to therein, and
          any   other   agreements,  deeds,   instruments   of
          conveyance or other documents necessary or desirable
          to consummate the transactions which are the subject
          of  such  agreements. ADM, Alimenta  and  Gold  Kist
          agree   that  James  W.  Dorsett  shall  have   such
          authority   notwithstanding  the  absence   of   any
          approval by representatives of ADM, Alimenta or Gold
          Kist  who  constitute  members of  the  "Partnership
          Committee"  of  Golden  Peanut  Company,  a  general
          partnership.

       IN  WITNESS  WHEREOF,  the  Members  have  caused  this
Agreement  to be signed as of March  30, 2000, by  their  duly
authorized representatives.

                                   GOLD KIST INC.



                                   BY:/s/ Stephen O. West
                                   Title: CFO & Treasurer
Signed, sealed and delivered on
this 30 day of March, 2000,
in the presence of:

/s/ Phyllis N. Gee
Notary Public

Commission Expires:

July 8, 2002

                                   ARCHER-DANIELS-MIDLAND
                                   COMPANY


                                   BY: /s/ D. J. Schmalz
                                   Title: VP & CFO
Signed, sealed and delivered on
this 30 day of March, 2000,
in the presence of:

/s/ Phyllis N. Gee
Notary Public

Commission Expires:

July 8, 2002


                                   ALIMENTA HOLDINGS, INC.


                                   BY:/s/ C. L. Wagner, Jr.
                                   Title: Asst. Secy.

Signed, sealed and delivered on
this 30 day of March, 2000,
in the presence of:


/s/ Phyllis N. Gee
Notary Public

Commission Expires:

July 8, 2002


                                   CARGILL, INCORPORATED


                                   BY: /s/ Ronald G. Dudley
                                   Title: President Cargill
                                   Peanut Products

Signed, sealed and delivered on
this 30 day of March, 2000,
in the presence of:


/s/ Phyllis N. Gee
Notary Public

Commission Expires:

July 8, 2002

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