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                                                                   EXHIBIT 10.26

                                REAL ESTATE NOTE
$600,000.00                    Fort Worth, Texas                   July 25,1994

     FOR VALUE RECEIVED, I, we or either of us, promise to pay to the order of 
LLOYD SMOOT, JR., at 4614 O'Conner Court, Irving, Texas 75223, Dallas County, 
Texas, or such other place as the holder hereof may from time to time designate
in writing, the sum of SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000.00), in
lawful money of the United States, with interest thereon from date at the rate 
of Eight per cent (8.00%) per annum, payable as hereinafter stipulated.

     The principal of this Note shall be due and payable in 12 semi-annual
     installments of $50,000.00 each, plus accrued interest to date of payment,
     the first such installment being due and payable on the 25th day of
     January, 1995, and one installment due and payable on the 25th day of
     July, 1995, and on each subsequent January and July of each succeeding
     year thereafter until July 25, 2000, when the entire balance of principal,
     together with all accrued unpaid interest thereon, shall be due and
     payable.

     Maker(s) hereof shall have the privilege of paying all or any part of this
Note on or before its maturity without penalty.

     The principal of this Note after maturity and all past due interest shall
bear interest until paid at that rate that shall be ten per cent (10%) per
annum in excess of the rate above stated, or the maximum permissible by law,
whichever is the lesser.

     Default in the payment of any part of the principal or interest, when due,
or failure to comply with any of the agreements and conditions in the
instrument given to secure this Note shall, at the option of the holder hereof,
mature the whole of this Note, upon twenty days written notice.

     In the event this Note is placed into the hands of an attorney for
collection, or if collected through Probate or Bankruptcy proceedings, then an
additional fifteen per cent (15%) on the amount of principal and interest then
owing hereon, shall be added to the same as attorney's fees.

     To the extent permitted by law, the makers and all endorsers, sureties and
guarantors of this Note hereby severally waive notice of intention to
accelerate, notice of acceleration, presentment for payment, notice of
nonpayment, protest and diligence in bringing suit, against any party hereto,
and consent to any renewal, extension, or rearrangement, or other indulgence
with respect to this Note at any time without notice to any of them.

     It is the intent of Maker and Payee in the making of the Loan to contract
in strict compliance with applicable usury law. In furtherance thereof, Maker
and Payee stipulate and agree that none of the terms and provisions contained
herein, or in any instrument executed in connection herewith, shall ever be
construed to create a contract to pay for the use, forbearance or detention of
money or to pay interest at a rate in excess of the maximum interest rate
permitted to be charged by applicable law. Neither the Maker nor any guarantors,
endorsers or other parties now or thereafter becoming liable for payment of the
Loan shall ever be required to pay interest thereon at a rate in excess of the
maximum interest that may be lawfully charged under applicable law, and the
provisions of this Note or any other instruments now or hereafter executed in
connection herewith may be in apparent conflict herewith shall be deemed
inoperative. If the maturity of the Loan shall be accelerated for any reason or
if the principal of the Loan is paid prior to the end of the term thereof, and
as a result thereof the interest received for the actual period of existence of
the Loan exceeds the applicable maximum lawful rate, the holder of the Loan
shall refund to Maker the amount of such excess or shall credit the amount of
such excess against the principal balance of the Loan then outstanding. In the
event that Payee or any other holder of the Loan shall collect monies which are
deemed to constitute interest in an amount sufficient to increase the effective
interest rate on the Loan to a rate in excess of that permitted to be charged by
applicable law, all such sums deemed to constitute interest in excess of the
lawful rate shall, upon such determination, at the option of the Payee, be
immediately returned to the Maker or credited against the principal balance of
the Loan then outstanding. The term "applicable law" as used herein shall mean
the laws of the State of Texas or the laws of the United States, whichever laws
allow the greater rate of interest, as such laws now exist or may be changed or
amended or come into effect in the future.



Real Estate Note, Page 1
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     The payment of this Note is secured by the Vendor's Lion retained in
Warranty Deed of even date herewith executed and delivered by LLOYD SMOOT, JR,
to the undersigned, and is further secured by a Deed of Trust of even date
herewith executed and delivered by the undersigned to STEVEN S. McGILVRA,
Trustee, conveying real estate situated in Dallas County, State of Texas, and
being described as follows, to-wit:

     BEING a tract of land situated in the THOMAS LAGOW SURVEY, ABSTRACT NO.
     759, Dallas County, also being all of LOTS 1-22, BLOCK 5/2650, LOTS 1-22,
     BLOCK 6/2651, of MONT CLAIR ADDITION, SECOND REVISED, an Addition to the
     City of Dallas according to the Plat thereof recorded in Volume 4, Page 67,
     Map Records, Dallas County, Texas, a 12 foot alley lying in Block 6/2651
     which was abandoned to Lloyd Smoot on February 24, 1958 by Ordinance No.
     7569, and the East 25 feet of Owenwood Avenue which was abandoned to Lloyd
     Smoot on February 24, 1958 by Ordinance No. 7569, and being more
     particularly described in above referenced Deed and Deed of Trust.



ATTEST:                                               SOUTHERN FOODS GROUP, INC.



/s/                                                   By:/s/
------------------                                       -----------------------
         Secretary                                                     President


Address:
3114 South Haskell
Dallas, Texas 75223

Tel.No.




Real Estate Note, Page 2