CAL MAINE FOODS INC, S-1, 1996-10-25

CAL MAINE FOODS INC
S-1, 1996-10-25
AGRICULTURAL PROD-LIVESTOCK & ANIMAL SPECIALTIES

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<PAGE> 1

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------

CAL-MAINE FOODS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)

0252
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)

64-0500378
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

3320 WOODROW WILSON DRIVE, JACKSON, MISSISSIPPI 39209
(601) 948-6813
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------

FRED R. ADAMS, JR.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CAL-MAINE FOODS, INC.
3320 WOODROW WILSON DRIVE
JACKSON, MISSISSIPPI 39209 (601) 948-6813
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------
Copies to:

STEPHEN A. ZELNICK, ESQ.
MORSE, ZELNICK, ROSE & LANDER, LLP
450 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 838-1177
(212) 838-9190 (FAX)

PETER E. PANARITES, ESQ.
FREEDMAN, LEVY, KROLL & SIMONDS
1050 CONNECTICUT AVENUE, N.W.
SUITE 825
WASHINGTON, D.C. 20036
(202) 457-5105
(202) 457-5151(FAX)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date hereof.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement of the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. / /

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per
share.................................. 2,875,000 shs.(2) $7.50 $21,562,500 $6,534.09
- -----------------------------------------------------------------------------------------------------------
Representative's Warrants................ 250,000 wrts. $.001 $250 (3)
- -----------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of
Representative's Warrants.............. 250,000 shs.(4) $9.00 $2,250,000 $681.82
- -----------------------------------------------------------------------------------------------------------
Total Registration Fee................... $7,215.91
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457 under the Securities Act of 1933, as amended (the "Securities
Act").

(2) Includes 375,000 shares issuable upon exercise of the Underwriters'
over-allotment option.

(3) No registration fee required pursuant to Rule 457 under the Securities Act.

(4) Pursuant to Rule 416 under the Securities Act, there are also being
registered hereby such additional indeterminate number of shares as may
become issuable pursuant to the anti-dilution provisions of the
Representative's Warrants.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

CAL-MAINE FOODS, INC.
------------------

CROSS REFERENCE SHEET

SHOWING LOCATION IN PROSPECTUS OF INFORMATION REQUIRED BY ITEMS OF PART I OF
FORM S-1

<TABLE>
<C> <S> <C>
1. Forepart of Registration Statement and Outside Front
Cover Page of Prospectus.......................... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus........................................ Inside Front Cover Page; Outside Back
Cover Page; Additional Information
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges......................... Prospectus Summary; The Company; Risk
Factors
4. Use of Proceeds..................................... Use of Proceeds
5. Determination of Offering Price..................... Underwriting
6. Dilution............................................ Dilution
7. Selling Security Holders............................ Principal and Selling Stockholders
8. Plan of Distribution................................ Outside Front Cover Page; Underwriting
9. Description of Securities to be Registered.......... Description of Capital Stock
10. Interests of Named Experts and Counsel.............. Legal Matters; Experts
11. Information With Respect to the Registrant:
(a) Description of Business......................... Business
(b) Description of Property......................... Business -- Properties and Facilities
(c) Legal Proceedings............................... Not Applicable
(d) Market Price of and Dividends on the
Registrant's Common Equity and
Related Stockholder Matters.................. Front Cover Page; Dividend Policy;
Description of Capital Stock; Shares
Eligible for Future Sale;
Management -- 1993 Stock Option Plan
(e) Financial Statements............................ Consolidated Financial Statements;
Capitalization
(f) Selected Financial Data......................... Selected Consolidated Financial
Information and Operating Data
(g) Supplementary Financial Information............. Not Applicable
(h) Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... Management's Discussion and Analysis of
Financial Condition and Results of
Operations
(i) Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure....... Not Applicable
(j) Directors, Executive Officers, Promoters and
Control Persons.............................. Management -- Directors and Executive
Officers
(k) Executive Compensation.......................... Management -- Executive Compensation;
Management -- Employee Stock
Ownership Plan; Management -- 1993
Stock Option Plan; Management --
Savings and Retirement Plan;
Management -- Long Term Incentive
Plans; Management -- Directors
Compensation
(l) Security Ownership of Certain Beneficial Owners
and Management............................... Principal and Selling Stockholders
(m) Certain Relationships and Related
Transactions.................................... Management -- Certain Transactions
12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities.................... Not Applicable*
</TABLE>

- ---------------
* See Item 17 of Part II of the Registration Statement.
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED OCTOBER 25, 1996
PROSPECTUS

2,500,000 SHARES

[CAL-MAINE FOODS LOGO] CAL-MAINE FOODS, INC.
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
------------------------

Of the 2,500,000 shares of Common Stock, par value $0.01 per share (the
"Common Stock") offered hereby, 1,700,000 shares are being sold by Cal-Maine
Foods, Inc. ("Cal-Maine" or the "Company") and 800,000 shares are being sold by
its founder and principal stockholder (the "Selling Stockholder"). See
"Principal and Selling Stockholder" and "Use of Proceeds."

Prior to this offering there has been no public market for the Common
Stock. It is anticipated that the initial offering price will be between $6.50
and $7.50 per share. For information relating to the factors considered in
determining the initial offering price to the public, see "Underwriting."

Application has been made to list the Common Stock on the NASDAQ Stock
Market's National Market (the "NASDAQ National Market") under the proposed
symbol "CALM."

The Company's outstanding capital stock includes Common Stock and Class A
Common Stock, par value $0.01 per share (the "Class A Common Stock," and
together with the Common Stock, the "Capital Stock"). Each share of Class A
Common Stock entitles its holder to 10 votes, whereas each share of Common Stock
entitles its holder to one vote. Immediately following this offering, the
principal stockholder of the Company will own 44% of the outstanding shares of
Capital Stock and possess 70% of the total voting power of the outstanding
Capital Stock. See "Principal and Selling Stockholders" and "Description of
Capital Stock."

See "Risk Factors" on page 6 for certain information that should be
considered by prospective investors.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
PROCEEDS TO
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNTS(1) COMPANY(2) STOCKHOLDER(2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share......................... $ $ $ $
- ---------------------------------------------------------------------------------------------------------
Total(3).......................... $ $ $ $
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>

(1) Excludes a non-accountable expense allowance payable to Paulson Investment
Company, Inc., the representative (the "Representative") of the several
underwriters (the "Underwriters"), equal to 2% of the total price to the
public of the shares being offered hereby (see note 2, below). The Company
has agreed to issue to the Representative warrants (the "Representative's
Warrants") to purchase up to 250,000 shares of Common Stock for
$ per share [120% of the initial offering price] and to indemnify
the Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933. See "Underwriting."

(2) Before deduction of expenses estimated at $701,750, including the
Representative's non-accountable expense allowance. Of the total estimated
expenses, $585,132 is payable by the Company and $116,618 is payable by the
Selling Stockholder.

(3) The Company has granted to the Underwriters an option, exercisable for 30
days from the effective date of the public offering of the shares offered
hereby, to purchase a maximum of 375,000 additional shares of Common Stock
in order to cover over-allotments, if any. If the option is exercised in
full, the total Price to Public will be $ , total Underwriting
Discounts will be $ and total Proceeds to Company will be
$ . See "Underwriting."
------------------------

The shares of Common Stock are offered by the several Underwriters subject
to prior sale, when, as and if delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
delivery of certificates for the shares will be made against payment therefor on
or about , 1996.
------------------------
PAULSON INVESTMENT COMPANY, INC.
------------------------

The date of this Prospectus is , 1996
<PAGE> 4

CAL-MAINE FOODS, INC.

LOCATION OF FACILITIES AND MARKET AREAS

[U.S. MAP]
- --------------------------------------------------------------------------------

The Company intends to furnish to its stockholders annual reports
containing financial statements audited by independent certified public
accountants, as well as quarterly financial information. The Company will be
subject to the information requirements of the Securities Exchange Act of 1934,
as amended, and in connection therewith will file reports, proxy statements and
other information with the Securities and Exchange Commission.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN THE NASDAQ NATIONAL MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

2
<PAGE> 5

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN
THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, INFORMATION IN THIS PROSPECTUS (i)
ASSUMES NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION AND (ii) IS
ADJUSTED TO REFLECT A RECENT RECAPITALIZATION, WHICH RESULTED IN THE CREATION OF
THE COMMON STOCK AND THE CLASS A COMMON STOCK, AND A 1,200-FOR-1 STOCK SPLIT OF
THE CAPITAL STOCK, EFFECTIVE AS OF OCTOBER 3, 1996. SEE
"CAPITALIZATION -- RECAPITALIZATION AND STOCK SPLIT."

THE COMPANY

GENERAL

The Company is primarily engaged in the production, cleaning, grading,
packing and sale of fresh shell eggs and the manufacture and sale of egg
products. Shell eggs accounted for approximately 92% and egg products
approximately 6% of the Company's net sales in fiscal 1996. The Company
currently is the largest producer and distributor of fresh shell eggs in the
United States, with fiscal 1996 sales of approximately 384.4 million dozen shell
eggs, representing approximately 7.5% of all shell eggs sold in the United
States. Cal-Maine primarily markets its shell eggs and egg products in 26
states, chiefly in the southwestern, southeastern, mid-western and mid-Atlantic
regions of the United States.

The Company's operations are fully integrated. It owns facilities to hatch
chicks, grow pullets, manufacture feed and produce, process, manufacture and
distribute shell eggs and egg products. Company-owned facilities accounted for
approximately 60% of total egg production in fiscal 1996, with the balance
attributable to contract producers used by the Company. Approximately 95% of the
feed for Company-owned farms and contract producers is manufactured by the
Company, from purchased ingredients, in feed mills that it owns and operates.
Shell eggs are sold directly by the Company primarily to national and regional
supermarket chains. Egg products are sold both on a direct basis and through egg
product brokers to institutional users, including manufacturers of baked goods,
mayonnaise and confections.

GROWTH STRATEGY

As a result of the Company's growth strategy, its total flock, including
pullets, layers and breeders, has increased from approximately 6.8 million at
May 28, 1988 to an average of approximately 17.4 million for each of the past
five fiscal years. Also, there has been a three-fold increase in the number of
dozens of shell eggs sold, from approximately 117 million in the fiscal year
ended May 28, 1988 to an average of approximately 394 million in each of the
past five fiscal years. Net sales amounted to approximately $282.8 million in
fiscal 1996, approximately four times net sales of approximately $70.0 million
in fiscal 1988. The Company expects to continue to pursue its growth strategy
and to use a portion of its net proceeds from this offering to acquire
additional shell egg production and processing facilities and feed mills.
However, it has no understandings or agreements in that regard at this time.

The Company's new "in-line" facilities result in the gathering, cleaning,
grading and packaging of shell eggs by less labor-intensive, more efficient,
mechanical means. The increased use of in-line facilities has generated
significant cost savings. The cost of eggs produced at these facilities was
lower by 1.0c, 1.5c, 2.1c, 2.3c and 3.1c per dozen in fiscal 1992, 1993, 1994,
1995 and 1996, respectively, than the cost to the Company of eggs produced from
non-in-line facilities. Also, the Company produces a higher percentage of grade
A eggs,

3
<PAGE> 6

which sell at higher prices, at its in-line facilities. The percentage of the
total number of layers housed in the Company's in-line facilities increased from
25% in fiscal 1992 to 55% in fiscal 1996.

The Company's acquisitions and construction of larger facilities, described
in the tables below, reflect the continuing concentration of shell egg
production in the United States in a decreasing number of shell egg producers.
The Company believes that a continuation of that concentration trend may result
in the reduced cyclicality of shell egg prices, but no assurance can be given in
that regard.

ACQUISITIONS OF EGG PRODUCTION AND PROCESSING FACILITIES

<TABLE>
<CAPTION>
LAYERS PURCHASE
FISCAL YEAR(1) SELLER LOCATION ACQUIRED PRICE
- -------------- ---------------------------------------- --------------- -------------- -----------
<C> <S> <C> <C> <C>
1989 Egg City, Inc........................... Arkansas 1,300,000 $ 6,716,000
1990 Sunny Fresh Foods, Inc.................. (2) 7,500,000 21,629,000
1991 Sunnyside Eggs, Inc..................... North Carolina 1,800,000 6,000,000
1994 Wayne Detling Farms..................... Ohio 1,500,000 12,194,000
1995 A&G Farms(3)............................ Kentucky 1,000,000 2,883,000
1997 Sunbest Farms(4)........................ Arkansas 600,000 1,302,000
---------- -----------
Total..................................................... 13,700,000 $50,724,000
========== ===========
</TABLE>

CONSTRUCTION OF EGG PRODUCTION, PULLET GROWING AND PROCESSING FACILITIES(5)

<TABLE>
<CAPTION>
FISCAL YEAR LAYER PULLET APPROXIMATE
COMPLETED LOCATION CAPACITY CAPACITY COST
- ----------- -------------------------------------------------- --------- -------- -----------
<C> <S> <C> <C> <C>
1990 Mississippi....................................... 1,000,000 200,000 $10,000,000
1992 Louisiana......................................... 1,000,000 -- 10,000,000
1992 Mississippi....................................... -- 500,000 3,500,000
1994 Mississippi....................................... 1,000,000 -- 9,200,000
1996 Texas............................................. 1,000,000 250,000 14,000,000
--------- ------- -----------
Total............................................. 4,000,000 950,000 $46,700,000
========= ======= ===========
</TABLE>

- ---------------
(1) The Company's fiscal year ends on the Saturday closest to May 31.

(2) New Mexico, Kansas, Texas, Alabama, Oklahoma, Arkansas and North Carolina.

(3) In connection with the purchase, the Company leased substantially all
facilities and certain equipment of the business under an operating lease
with monthly rentals of $79,000. See "Business -- Growth Strategy."

(4) Acquired subsequent to quarter ended August 31, 1996.

(5) Does not include (i) current construction in Chase, Kansas, expected to be
completed in fiscal 1999 at an estimated cost of approximately $16,000,000,
adding approximately 1,000,000 layer and 250,000 pullet capacity, and a feed
mill and grain storage; or (ii) proposed construction in Waelder, Texas,
expected to commence in fiscal 1997, and to be completed in fiscal 2000 at
an estimated cost of approximately $13,900,000, adding approximately
1,000,000 layer and 250,000 pullet capacity.

The Company was incorporated under Delaware law in 1969. Its principal
executive offices are located at 3320 Woodrow Wilson Drive, Jackson, Mississippi
39209, and its telephone number is (601) 948-6813. Except as otherwise indicated
by the context, references in this Prospectus to the "Company" or "Cal-Maine"
include all subsidiaries of the Company.

4
<PAGE> 7

THE OFFERING

Common Stock being offered.......... 1,700,000 shares by the Company and
800,000 shares by the Selling
Stockholder(1)

Common Stock to be outstanding after
the offering........................ 12,006,800 shares(1)(2)

Use of Proceeds..................... To provide additional funds for
possible future acquisitions, increase
working capital, and for general
corporate purposes.

Proposed NASDAQ National Market
trading symbol...................... CALM
- ---------------
(1) Assumes no exercise of the Underwriters' over-allotment option. See
"Underwriting."

(2) Excludes shares reserved under the Company's 1993 Stock Option Plan. See
"Management -- 1993 Stock Option Plan."

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED 13 WEEKS ENDED
----------------------------------------------------------- --------------------
MAY 30, MAY 29, MAY 28, JUNE 3, JUNE 1, SEPT. 2, AUG. 31,
1992 1993 1994 1995 1996 1995 1996
-------- ----------- -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net sales.............................. $234,767 $ 235,908 $254,713 $242,649 $282,844 $56,219 $65,563
Net income (loss)...................... (2,192) 3,103 224 (8,685) 10,925 (1,635) 1,097
Net income (loss) per common
share(1)............................. $ (.18) $ .26 $ .02 $ (.74) $ .94 $ (.14) $ .10
Weighted average shares
outstanding(1)....................... 11,921 11,821 11,760 11,700 11,584 11,647 11,509

OPERATING DATA:
Total flock size (thousands)(2)........ 16,839 17,439 17,697 18,014 17,209 17,819 17,375
Total shell eggs sold (millions of
dozens).............................. 381.2 379.8 403.9 421.8 384.4 94.8 89.4

<CAPTION>
AUGUST 31, 1996
-----------------------
(UNAUDITED)
AS
ACTUAL ADJUSTED(3)
-------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital........................ $ 28,229 $ 40,286
Total assets........................... 150,351 162,408
Total long-term debt (including current
portion and capitalized lease
obligations)......................... 62,866 62,866
Total stockholders' equity............. 48,976 61,033
</TABLE>

- ---------------
(1) Reflects the 1,200-for-1 stock split effective October 3, 1996 as if the
split had occurred in the earliest period presented.

(2) Includes pullets (young female chickens, usually under 20 weeks of age),
layers (mature female chickens), and breeders (male or female birds used to
produce fertile eggs to be hatched for egg production flocks).

(3) Adjusted to give effect to (i) the sale of 1,700,000 shares of Common Stock
offered by the Company (at an assumed initial public offering price of $7.00
per share and after deduction of the underwriting discount and estimated
offering expenses payable by the Company) and the addition of the net
proceeds thereof to working capital, and (ii) an increase in stockholders'
equity resulting from the payment of a note payable to the Company by its
principal stockholder. See "Use of Proceeds" and "Capitalization."

5
<PAGE> 8

RISK FACTORS

In evaluating the Company and its business, prospective investors should
carefully consider the following risk factors in addition to the other
information contained herein.

VOLATILITY OF WHOLESALE SHELL EGG MARKET PRICES AND FEED COSTS AND EFFECT
THEREOF

The Company's operating income or loss is significantly affected by
wholesale shell egg market prices, which fluctuate widely. Although the Company
can take certain short-term steps to mitigate the adverse effect of low shell
egg market prices, fluctuations in egg prices are outside of the Company's
control. The pricing of shell eggs is affected by an inelasticity of demand, in
connection with which small increases in production or decreases in demand can
have a large adverse effect on prices and vice-versa. See "Business -- Shell
Eggs" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

Feed cost represents the largest element of the Company's farm egg
production cost, ranging from 56% to 62% of total cost in the last five fiscal
years, or an average of approximately 60%. Although feed ingredients are
available from a number of sources, Cal-Maine has little, if any, control over
the prices of the ingredients it purchases, which are affected by various demand
and supply factors. Increases in feed costs not accompanied by increases in the
selling price of eggs can have a material adverse effect on the results of the
Company's operations. However, higher feed costs may encourage producers to
reduce production, possibly resulting in higher egg prices. Alternatively, low
feed costs can encourage industry overproduction, possibly resulting in lower
egg prices. Historically, the Company has tended to have higher profit margins
when feed costs are higher. However, this may not be the case in the future.

EXPANSION RISKS

The Company proposes to continue a growth strategy calling for the
acquisition of other companies engaged in the production and sale of shell eggs
and egg products. Federal anti-trust laws require regulatory approval of
acquisitions that exceed certain threshold levels of significance. Generally,
the Company will be required to obtain federal regulatory approval of any such
acquisition which exceeds $15 million in value if (i) the acquired entity is
engaged in manufacturing and has more than $10 million of annual revenues or
assets or (ii) the acquired entity is not engaged in manufacturing and has more
than $10 million of assets. (For purposes of this regulatory approval, drying,
freezing and breaking of eggs is considered manufacturing.) The Company also is
subject to federal and state laws generally prohibiting anti-competitive
conduct. Because the shell egg production and distribution industry is so
fragmented, the Company's sales of shell eggs during its last fiscal year
represented only approximately 7.5% of domestic egg sales notwithstanding that
it is the largest producer and distributor of shell eggs in the United States.
Accordingly, the Company believes that regulatory approval of any future
acquisitions generally will not be required and, if required, that such
approvals will be obtained.

The construction of new, more efficient production and processing
facilities is an integral part of the Company's growth strategy. Any such
construction can be expected to require compliance with environmental laws and
regulations, including the receipt of permits, that could cause schedule delays,
although the Company has not experienced any significant delays in the past.

AGRICULTURAL AND FOOD CONSUMPTION RISKS

The Company's egg production activities are subject to risks to which the
agriculture industry, in general, is exposed. These include, among others, risks
associated with weather conditions and disease factors that could have a
material adverse effect on the Company's operations. These risks are not within
the Company's control and could have a material adverse effect on its
operations. With respect to its products, the Company carries product liability
insurance in an amount deemed adequate. Also, the marketability of the Company's
shell eggs and egg products is subject to risks such as possible changes in food
consumption opinions and practices reflecting perceived health concerns.

6
<PAGE> 9

DECLINE IN PER CAPITA CONSUMPTION OF SHELL EGGS

The per capita consumption of shell eggs in the United States declined
during the 1980s, decreasing from approximately 260 eggs per year in the early
1980s to 239 eggs in 1989. This decline, which may have been attributable to
perceived health concerns relating to cholesterol content and lifestyle changes,
appears to have leveled off as annual per capita consumption has ranged between
234 and 239 eggs per year since 1990. While the Company believes that increased
fast food restaurant consumption, reduced egg cholesterol levels and industry
advertising campaigns may result in a continuation of, or possible increases in,
current per capita egg consumption levels, no assurance can be given that per
capita egg consumption will not decline in the future. Continuing consumer
concerns with cholesterol levels may adversely affect the Company's future
revenues. See "Business -- Shell Eggs" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

REGULATORY MATTERS

The Company is subject to federal and state regulations relating to
grading, quality control, labeling, sanitary control and waste disposal. As a
fully-integrated egg producer, the Company's shell egg facilities are subject to
United States Department of Agriculture ("USDA") and Food and Drug
Administration ("FDA") regulation. The Company's shell egg facilities are
subject to periodic USDA inspections, and its egg products plant is subject to
continuous on-site USDA inspection. In addition, the Company's facilities are
regularly inspected by the Company to assure compliance with its own standards
and customer specifications. The Company's operations and facilities are subject
to federal and state environmental laws and regulations, and the Company has all
required environmental permits.

COMPETITION

The production and sale of fresh shell eggs, which have accounted for
approximately 90% or more of the Company's net sales in recent years, is
intensely competitive. Although the Company currently is the largest producer of
shell eggs in the United States, it is not in a controlling market position in
any area where its eggs are sold. See "Business -- Competition."

DEPENDENCE UPON KEY PERSONNEL

The Company's success depends to a large extent upon the performance of its
chief executive officer and certain other key members of its management. The
loss of any such key management members could have a material adverse effect on
the Company. See "Management."

TAX LIABILITY FROM LOSS OF FAMILY FARMING CORPORATION TAX STATUS

The Company has $3,100,000 of deferred tax liability due to a subsidiary's
change from a cash basis to an accrual basis taxpayer on May 29, 1988. This
liability will become payable with respect to the first fiscal year in which the
Company fails to qualify as a "family farming corporation" within the meaning of
Section 447 of the Internal Revenue Code (the "Code"). The Company could lose
such tax status as a result of a change in the tax laws, and will lose such tax
status if its annual revenues from farming are less than $111,549,000 or if the
members of a single family fail to own at least 50% of the voting power of all
voting stock and at least 50% of all other classes of stock. The Company had
farming revenues of $250,152,000 in fiscal 1996. The Company's revenues and the
ownership of its stock by Fred R. Adams, Jr. and other members of his family
presently qualify the corporation as a "family farming corporation." No
assurance can be given that the Company will continue to qualify for such
status. If "family farming corporation" status is lost, payment of the
$3,100,000 deferred tax liability would reduce the Company's cash but would not
impact the Company's statement of operations or reduce stockholders' equity, as
these taxes have been accrued and are reflected on the Company's balance sheet.
See Note 9 of Notes to Consolidated Financial Statements and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Capital Resources and Liquidity."

7
<PAGE> 10

SEASONALITY

Retail sales of shell eggs are greatest during the fall and winter months
and lowest during the summer months. Prices for shell eggs fluctuate in response
to seasonal factors and a natural increase in egg production during the spring
and early summer. Egg prices tend to increase with the start of the school year
and are highest prior to holiday periods. Consequently, the Company generally
experiences lower sales and net income in its first and fourth fiscal quarters
ending in August and May, respectively. To offset the effects of seasonal
factors the Company may break more eggs for egg products during the spring and
early summer months, decrease the size of its flocks, take hens out of
production to molt or reduce the number of shell eggs purchased from other
producers. See "Business -- Seasonality" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

DILUTION

Purchasers of the Common Stock offered hereby will incur an immediate and
substantial dilution in the net tangible book value of the Common Stock from the
initial public offering price. Additional dilution will occur upon the exercise
of outstanding stock options. See "Dilution."

RESTRICTIONS ON DIVIDENDS

The Company's line of credit and long-term loan agreements contain
financial covenants and restrictions that limit its ability to pay dividends on
its Capital Stock. Under the most restrictive provisions, the Company, without
the lender's consent, may not pay any dividend or make any distribution on any
class of Capital Stock with respect to any year in which the Company has a net
loss. The Company is seeking to negotiate covenants that are less restrictive,
but there is no assurance that it will be able to do so.

The Company currently expects to retain a substantial part of any net
earnings for use in the financing of the Company's growth and other corporate
purposes. However, subject to compliance with its loan covenants, the Company
will consider the payment of cash dividends in the future depending upon the
results of its operations, its financial condition and capital needs for
acquisitions and new facilities construction, as well as other economic factors.
See "Dividend Policy."

CONTROL BY CURRENT PRINCIPAL STOCKHOLDER; CERTAIN PROVISIONS OF AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION

Upon completion of this offering, Fred R. Adams, Jr., Chairman of the Board
and Chief Executive Officer of the Company, and members of his family, will own
44.7% of the outstanding shares of Common Stock, which has one vote per share,
and Mr. Adams will own 100% of the outstanding shares of Class A Common Stock,
which has 10 votes per share. As a result, upon completion of this offering, Mr.
Adams will possess 70.1%, and together with his family will possess 73.5%, of
the total voting power represented by the then outstanding shares of Common
Stock and Class A Common Stock. The Adams family intends to retain ownership of
a sufficient amount of Common Stock and Class A Common Stock to assure its
continued ownership of over 50% of the combined voting power of the outstanding
shares of Capital Stock in order to preserve the Company's status as a "family
farming corporation" for federal income tax purposes. Such ownership may make an
unsolicited acquisition of the Company more difficult and discourage certain
types of transactions involving change of control of the Company, including
transactions in which the holders of Common Stock might otherwise receive a
premium for their shares over then current market prices. In addition, certain
provisions of the Company's Amended and Restated Certificate of Incorporation
require that the Class A Common Stock be issued only to Fred R. Adams, Jr., and
members of his immediate family, and that if shares of the Class A Common Stock,
by operation of law or otherwise, are deemed not to be owned by Mr. Adams or a
member of his immediate family, the voting power of any such shares shall be
automatically reduced to one vote per share. The Adams family controlling
Capital Stock ownership position may adversely affect the market price of the
Common Stock. See "Principal and Selling Stockholders" and "Description of
Capital Stock."

8
<PAGE> 11

LACK OF PRIOR PUBLIC MARKET FOR THE COMMON STOCK; POSSIBLE VOLATILITY OF TRADING
PRICE

Prior to this offering, there has been no public market for the Common
Stock. Although application has been made for the quotation and trading of the
Common Stock on the NASDAQ National Market, there can be no assurance that the
application will be approved or that an active public market will develop, or
that the initial public offering price will correspond to the price at which the
Common Stock will trade in the public market subsequent to this offering. The
initial public offering price for the Common Stock will be determined by
negotiations among the Company and the Representative of the Underwriters based
on the factors described under "Underwriting." The trading price of the Common
Stock could be subject to significant fluctuations in response to variations in
quarterly operating results, seasonal and other general trends in the industry
and other factors.

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of this offering, the Company will have outstanding
12,006,800 shares of Common Stock and 1,200,000 shares of Class A Common Stock
(convertible on a share-for-share basis into Common Stock). The 2,500,000 shares
of Common Stock offered hereby, and any shares issued in the event the
Underwriters' over-allotment option is exercised, will be freely transferable
without restriction or further registration under the Securities Act of 1933, as
amended (the "Securities Act"). Similarly, any shares of Common Stock issuable
upon an exercise of the Representative's Warrants, during a four-year period
commencing one year from the effective date of the Registration Statement of
which this Prospectus is a part, also will be freely transferable without
restriction, subject to the maintenance of the effectiveness under the
Securities Act of the Registration Statement as agreed to by the Company. See
"Underwriting."

All other outstanding shares of Common Stock, as well as all outstanding
shares of Class A Common Stock, are "restricted securities" as that term is
defined in Rule 144 under the Securities Act, and may only be sold pursuant to a
Registration Statement under the Securities Act or an applicable exemption from
registration thereunder, including Rule 144. Except for the sale by the Selling
Stockholder of 800,000 shares of Common Stock in this offering, the officers,
directors and 5% stockholders of the Company have agreed not to sell, and the
Company has agreed not to sell, any shares of Common Stock or other equity
securities of the Company for 90 days following the effective date of the
Registration Statement of which this Prospectus is a part, without the prior
written consent of the Representative of the Underwriters. Upon expiration of
such 90-day period, 9,506,800 then outstanding restricted shares of Common Stock
will become eligible for resale in the public market by the holders thereof
subject to the volume limitations of Rule 144. Following this offering, sales or
the expectation of sales of a substantial number of shares of Common Stock in
the public market could adversely affect the prevailing market price for the
Common Stock. See "Description of Capital Stock" and "Shares Available for
Future Sale."

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the Common
Stock offered by the Company are estimated to be approximately $10,363,000
($12,726,000 if the Underwriters' over-allotment option is exercised in full),
assuming an initial public offering price of $7 per share.

The Company intends to use the net proceeds to provide additional funds for
possible future acquisitions of shell egg operations and related facilities, to
increase working capital and for general corporate purposes. At this time,
Cal-Maine has no understandings or agreements with respect to any such
acquisitions. The Company may effect acquisitions, in the discretion of its
Board of Directors and management, without shareholder approval, unless such
approval is required by law. Pending use of the proceeds for any acquisitions,
the net proceeds from this offering may be invested in short-term,
interest-bearing, investment-grade obligations, and will be available for
general corporate purposes.

Fred R. Adams, Jr., Chairman of the Board and Chief Executive Officer of
the Company, will apply $1,694,444 of the proceeds from the sale of his shares
of Common Stock to satisfy his note payable in that amount to Cal-Maine. The
Company will add such funds to its working capital. See "Certain Transactions."

9
<PAGE> 12

DIVIDEND POLICY

Although the Company has not paid any cash dividends on its Capital Stock,
the Board of Directors will consider the possible declaration of cash dividends
in the future in the light of the Company's results of operations, financial
condition, capital requirements for possible acquisitions and new construction,
and other relevant economic factors. Under the terms of the Company's agreements
with its principal lenders, Cal-Maine is subject to various financial covenants
limiting its ability to pay dividends. The Company is required to maintain
minimum levels of working capital and net worth, to limit capital expenditures,
leasing transactions and additional long-term borrowings, and to maintain
various current and cash-flow coverage ratios, among other restrictions. The
Company was in compliance with all of these restrictions as of August 31, 1996.
Under the most restrictive dividend covenants, the Company, without the lender's
consent, may not pay any dividend or make any distribution on any class of
Capital Stock with respect to any year in which the Company has a net loss. The
Company is seeking to negotiate covenants that are less restrictive, but there
is no assurance that it will be able to do so. For the foreseeable future, the
Company expects to retain earnings for use in its business.

10
<PAGE> 13

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company at August 31, 1996 (see "Recapitalization and Stock Split," below), and
as adjusted to reflect (i) the issuance and sale by the Company of 1,700,000
shares of Common Stock offered hereby, at an assumed initial public offering
price of $7 per share and after deducting the estimated underwriting discount
and offering expenses payable by the Company, and (ii) an increase in
stockholders' equity resulting from the payment of a note payable to the Company
by its principal stockholder. See "Use of Proceeds."

<TABLE>
<CAPTION>
AUGUST 31, 1996
--------------------
(UNAUDITED)
AS
ACTUAL ADJUSTED
-------- --------
(THOUSANDS)
<S> <C> <C>
Long-term debt (including current portion).............................. $ 61,535 $ 61,535
Capitalized lease obligations (including current portion)............... 1,331 1,331
Stockholders' equity:
Common Stock, par value $0.01 per share; 30,000,000 shares
authorized; 15,835,200 shares outstanding and 17,535,200 shares
outstanding, as adjusted(1)....................................... 158 175
Class A Common Stock, par value $0.01 per share; 1,200,000 shares
authorized; 1,200,000 shares outstanding.......................... 12 12
Paid-in capital.................................................... 8,229 18,575
Retained earnings.................................................. 48,155 48,155
Less: Common Stock in treasury (5,528,400 shares)....................... (5,884) (5,884)
Note receivable -- stockholder..................................... (1,694) --
-------- --------
Stockholders' equity.................................................... 48,976 61,033
-------- --------
Total capitalization.................................................... $111,842 $123,899
======== ========
</TABLE>

- ---------------
(1) Excludes a maximum of (i) 375,000 shares subject to the Underwriters'
over-allotment option, (ii) 800,000 shares of Common Stock issuable upon
exercise of options granted, or that may be granted, under the Company's
1993 Stock Option Plan, and (iii) 250,000 shares issuable upon exercise of
the Representative's Warrants.

RECAPITALIZATION AND STOCK SPLIT

On September 24, 1996, the shareholders approved an amendment to the
certificate of incorporation to authorize capital stock consisting of 30,000,000
shares of Common Stock and 1,200,000 shares of Class A Common Stock, each class
having a par value of $0.01 per share, and to reclassify and change each
previously outstanding share of Class A Common Stock, $1.00 par value per share,
and each previously outstanding share of Class B Common Stock, $1.00 par value
per share, into 1,200 shares each of Common Stock and Class A Common Stock,
respectively, each class with a par value of $0.01 per share. The Company's
Amended and Restated Certificate of Incorporation, which reflects such
authorized capital stock, was effective as of October 3, 1996. Unless otherwise
indicated, all references to historical earnings per share, and number and class
of shares outstanding, are as adjusted for the aforesaid recapitalization,
reclassification and stock split of the Company's capital stock.

11
<PAGE> 14

DILUTION

The book value of the Company as of August 31, 1996 was $48,976,000 or
$4.26 per share of Capital Stock. "Book value per share" represents the amount
of total assets of the Company less total liabilities, divided by the number of
shares of Capital Stock outstanding. After giving effect to (i) the sale by the
Company of the 1,700,000 shares of Common Stock offered hereby, assuming an
initial public offering price of $7 per share, (ii) the deduction of the
underwriting discounts and estimated offering expenses payable by the Company
and (iii) an increase in stockholders' equity resulting from the payment of a
note payable to the Company by its principal stockholder, the pro forma net book
value of the Company as of August 31, 1996, would be $61,033,000, or $4.62 per
share. This represents an immediate increase in book value of $.36 per share to
existing stockholders and an immediate dilution of $2.38 per share to investors
purchasing Common Stock in this offering. The following table illustrates this
per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share....................... $7.00
Book value per share as of August 31, 1996....................... $4.26
Increase per share attributable to new investors................. .36
-----
Pro forma book value per share after offering......................... 4.62
-----
Dilution per share to new investors................................... $2.38
=====
</TABLE>

The following table sets forth as of August 31, 1996 the number of shares
of Capital Stock issued by the Company, the total consideration paid and the
weighted average price per share paid by existing stockholders and by new
investors, assuming an initial offering price of $7 per share, before deducting
underwriting discounts and estimated offering expenses:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
SHARES PURCHASED(1) TOTAL CONSIDERATION(1) PRICE
--------------------- ---------------------- PER
NUMBER PERCENT AMOUNT PERCENT SHARE
---------- ------- ----------- ------- --------
<S> <C> <C> <C> <C> <C>
Existing stockholders....................... 11,506,800 87.1% $ 8,399,000 41.4% $ .73
New investors............................... 1,700,000 12.9 11,900,000 58.6 $ 7.00
---------- ----- ----------- -----
Total............................. 13,206,800 100.0% $20,299,000 100.0%
========== ===== =========== =====
</TABLE>

- ---------------
(1) Sales by the Selling Stockholder in this offering will reduce the number of
shares held by existing stockholders to 10,706,800 shares, or 81.1% of the
total number of shares of Capital Stock to be outstanding after the
offering, and will increase the number of shares held by the new
stockholders to 2,500,000 shares, or 18.9% of the total number of shares of
Capital Stock to be outstanding after the offering. See "Principal and
Selling Stockholders."

The foregoing table assumes (i) no exercise of the Underwriters'
over-allotment option, (ii) no exercise of options outstanding under the 1993
Stock Option Plan, and (iii) no exercise of the Representative's Warrants. A
maximum of 375,000 shares of Common Stock are issuable upon exercise of the
Underwriters' over-allotment option. As of August 31, 1996, there were
outstanding stock options to purchase an aggregate of 504,000 shares of Common
Stock at an exercise price of $3.42 per share, and the Company had an additional
296,000 shares of Common Stock available for future option grants. The exercise
of these stock options would result in further dilution to new investors. See
"Management -- 1993 Stock Option Plan" and Note 8 of Notes to Consolidated
Financial Statements of the Company. A maximum of 250,000 shares of Common Stock
are issuable upon exercise of the Representative's Warrants. The assumed
exercise price per share of the Representative's Warrants is $8.40, or 120% of
the per share price of the Common Stock offered hereby.

12
<PAGE> 15

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The income statement data presented below for each of the fiscal years,
which end on the Saturday closest to May 31, in the five-year period ended June
1, 1996, and the balance sheet data at June 3, 1995 and June 1, 1996, have been
derived from the Company's financial statements, which have been audited by
Ernst & Young LLP, independent auditors. In the opinion of management of the
Company, the unaudited information for the 13 week periods ended September 2,
1995 and August 31, 1996 has been prepared on a basis consistent with the
audited information and includes all adjustments, which consist only of normal
recurring accruals necessary for a fair presentation of the results for those
periods. The results of operations for the 13 weeks ended August 31, 1996 are
not necessarily indicative of the results of the complete fiscal year. The
selected financial data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
with the consolidated financial statements of the Company and notes thereto
included elsewhere in this Prospectus.

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL YEARS ENDED 13 WEEKS ENDED
-------------------------------------------------------- --------------------
MAY 30, MAY 29, MAY 28, JUNE 3, JUNE 1, SEPT. 2, AUG. 31,
1992 1993 1994 1995 1996 1995 1996
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales................................. $234,767 $235,908 $254,713 $242,649 $282,844 $56,219 $65,563
Cost of sales............................. 211,428 204,115 225,227 223,965 230,850 51,385 55,712
-------- -------- -------- -------- -------- -------- --------
Gross profit.............................. 23,339 31,793 29,486 18,684 51,944 4,834 9,851
Selling, general and administrative....... 24,694 24,776 26,094 27,934 29,653 6,569 7,140
-------- -------- -------- -------- -------- -------- --------
Operating income (loss)............... (1,355) 7,017 3,392 (9,250) 22,341 (1,735) 2,711
Other income (expense):
Interest expense, net................. (3,658) (3,034) (4,318) (5,052) (5,487) (1,457) (1,116)
Equity in income of affiliate......... 299 506 283 24 721 29 64
Other................................. 1,322 674 1,238 993 (190) 562 135
-------- -------- -------- -------- -------- -------- --------
(2,037) (1,854) (2,797) (4,035) (4,956) (866) (917)
-------- -------- -------- -------- -------- -------- --------
Income (loss) before income taxes......... (3,392) 5,163 595 (13,285) 17,385 (2,601) 1,794
Income tax expense (benefit).............. (1,200) 2,060 371 (4,600) 6,460 (966) 697
-------- -------- -------- -------- -------- -------- --------
Net income (loss)......................... $ (2,192) $ 3,103 $ 224 $ (8,685) $ 10,925 (1,635) 1,097
======== ======== ======== ======== ======== ======= =======
Net income (loss) per common share(1)..... $ (.18) $ .26 $ .02 $ (.74) $ .94 $ (.14) $ .10
======== ======== ======== ======== ======== ======= =======
Weighted average shares outstanding(1).... 11,921 11,821 11,760 11,700 11,584 11,647 11,509
</TABLE>

JUNE 3, JUNE 1, AUGUST 31,
1995 1996 1996
-------- -------- ------------
(UNAUDITED)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital................................................................. $ 10,092 $ 26,742 $ 28,229
Total assets.................................................................... 147,402 149,991 150,351
Total debt (including current portion).......................................... 64,211 63,426 62,866
Total stockholders' equity...................................................... 37,472 47,900 48,976
</TABLE>

- ---------------
(1) Reflects the 1,200-for-1 stock split effective October 3, 1996 as if the
split had occurred in the earliest period presented.

13
<PAGE> 16

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company's operating income or loss is significantly affected by
wholesale shell egg market prices, which can fluctuate widely and are outside of
the Company's control. Retail sales of shell eggs are greatest during the fall
and winter months and lowest during the summer months. Prices for shell eggs
fluctuate in response to seasonal factors and a natural increase in egg
production during the spring and early summer. The Company currently uses
independent contract producers for approximately 40% of its total egg
production. Because shell eggs are perishable, inventories rarely exceed four
days of production. Thus, shell egg inventories cannot be accumulated in
response to low egg market prices. However, egg product inventories can be
stored for extended periods and may be increased during periods of low prices
and decreased during periods of high prices. The Company continuously endeavors
to increase its profitability by effecting improvements in feed efficiency,
molting programs and other operating activities in order to enhance its
operating efficiency. See "Business -- Shell Eggs" for a further discussion.

The Company's cost of production is materially affected by feed costs,
which average about 60% of Cal-Maine's total farm egg production cost. The cost
of feed ingredients is affected by a number of supply and demand factors such as
crop production and weather, and other factors, such as the level of grain
exports, over which the Company has little or no control.

The per capita consumption of shell eggs in the United States declined
during the 1980s, decreasing from approximately 260 eggs per year in the early
1980's to 239 eggs per year in 1989. This decline, which may have been
attributable to perceived health concerns relating to cholesterol content and
changes in lifestyle, appears to have leveled off and annual per capita
consumption has ranged between approximately 234 and 239 eggs per year since
1990. While the Company believes that increased fast food restaurant
consumption, reduced egg cholesterol levels and industry advertising campaigns
may result in a continuation of, or a possible increase in, current per capita
egg consumption levels, no assurance can be given that per capita egg
consumption will not decline in the future. Consumer concerns relating to the
effect of cholesterol levels in health may adversely impact the Company's
operations in the future. For additional information, see "Business -- Shell
Eggs."

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage
relationship to net sales of certain items in the Company's statements of
operations:

<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
-----------------------------------------------------

FISCAL YEAR ENDED 13 WEEKS ENDED
----------------------------- --------------------
(UNAUDITED)
MAY 28, JUNE 3, JUNE 1, SEPT. 2, AUG. 31,
1994 1995 1996 1995 1996
------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Net sales..................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales................................. 88.4 92.3 81.6 91.4 85.0
------ ------ ------ ------- -------
Gross profit.................................. 11.6 7.7 18.4 8.6 15.0
Selling, general and administrative
expenses.................................... 10.3 11.5 10.5 11.7 10.9
------ ------ ------ ------- -------
Operating income (loss)....................... 1.3 (3.8) 7.9 (3.1) 4.1
Other income (expense)........................ (1.1) (1.7) (1.8) (1.5) (1.4)
------ ------ ------ ------- -------
Income (loss) before income taxes............. .2 (5.5) 6.1 (4.6) 2.7
Income tax provision (benefit)................ .1 (1.9) 2.2 (1.7) 1.0
------ ------ ------ ------- -------
Net income (loss)............................. .1% (3.6)% 3.9% (2.9)% 1.7%
====== ====== ====== ======= =======
</TABLE>

14
<PAGE> 17

First Quarter Ended August 31, 1996 Compared to First Quarter Ended September
2, 1995

Net Sales. For the quarter ending August 31, 1996, net sales were $65.6
million, an increase of $9.3 million, or 16.6%, over last year's first quarter
sales of $56.2 million. For this year's first quarter, 89.4 million dozen eggs
were sold compared to 94.8 million dozen for last year's first quarter, a
decrease of 5.4 million dozen, or 6.0%. The decrease in dozens sold is primarily
attributable to the fact that the Company purchased fewer eggs from outside
sources during the quarter ended August 31, 1996 than during last year's first
quarter. The dollar increase in net sales is the result of a $2 million increase
in egg product sales and a 15% increase in average shell egg market prices. The
net average selling price per dozen for this year's first quarter was $.682,
compared to $.556 cents for the first quarter last year, an increase of 22.7%.
The "net average selling price" is the average selling price for all grades of
shell eggs, including non-graded egg sales, breaking stock and undergrades.

Cost of Sales. Total cost of sales for the quarter ended August 31, 1996
was $55.7 million, an increase of $4.3 million, or 8.4%, over a cost of sales of
$51.4 million in the last year's first quarter. The increase for this year's
first quarter is attributable to an increase in the cost of feed ingredients. At
the same time, there was a reduction in the cost of sales due to a reduction of
approximately 30% in the Company's purchases of eggs from outside sources. The
cost of feed per dozen produced during the quarter ended August 31, 1996 was
$.32 per dozen as compared to $.22 per dozen for the first quarter last year, or
an increase of approximately 45%. Feed costs account for almost 60% of the
Company's farm cost of egg production. Poor crop conditions in the mid-west
resulted in the higher cost of feed ingredients. With increases in egg prices
exceeding increases in production costs, the gross profit increased from 8.6% of
net sales in the quarter ended September 2, 1995 to 15.0% of net sales in the
quarter ended August 31, 1996.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the quarter ended August 31, 1996 was $7.1 million,
an increase of $500,000, or 8.7%, over the $6.6 million for the comparable
period last year. As a percent of net sales, selling, general and administrative
expenses have decreased slightly from 11.7% for last year's quarter to 10.9% for
this year's first quarter.

Operating Income. As a result of the above, operating income was $2.7
million for the quarter ending August 31, 1996 as compared to an operating loss
of $1.7 million for the first quarter last year. As a percent of net sales, the
quarter ended August 31, 1996 had a 4.1% operating profit, compared to a 3.1%
operating loss for the first quarter last year.

Other Income (Expense). Net other expenses in each of the first quarters
of this and the last fiscal year were $900,000. A reduction of $300,000 in
interest expense for the quarter ended August 31, 1996, was offset by other
income in last year's quarter, principally from insurance claim proceeds.

Income Taxes. As a result of above, the Company's pre-tax income was $1.8
million for the quarter ended August 31, 1996 compared to a pre-tax loss of $2.6
million for last year's quarter ended September 2, 1995. For the quarter ended
August 31, 1996, an income tax expense of $700,000 was recorded, and for the
quarter ended September 2, 1995 an income tax benefit of $1.0 million was
recognized. The effective income tax rate was 39.9% for the quarter ended August
31, 1996, as compared to 37.1% for the quarter ended September 2, 1995. The
increase in the effective income tax rate is primarily attributable to an
increase in the effective state income tax rate.

Net Income. Net income for the quarter ended August 31, 1996 was $1.1
million, or $.10 per share, compared to a loss of $1.6 million, or $.14 per
share, for the quarter ended September 2, 1995.

Fiscal Year Ended June 1, 1996 Compared to Fiscal Year Ended June 3, 1995

Net Sales. Net sales in the fiscal year ended June 1, 1996 were $282.8
million, an increase of $40.2 million, or 16.6%, over net sales of $242.6
million in the fiscal year ended June 3, 1995. The increase was due to higher
shell egg prices. Cal-Maine's net average selling price during fiscal 1996 was
$.684 per dozen shell eggs, compared to $.528 per dozen shell eggs in fiscal
1995. During fiscal 1996, the Company experienced a decrease in the number of
eggs sold because of a slight reduction in flock size and fewer purchases from
outside producers. The Company produced 308.8 million dozens of eggs in fiscal
1996, compared with

15
<PAGE> 18

322.7 million in fiscal 1995. The Company purchased approximately 80.2 million
dozens of eggs in fiscal 1996, compared to 105.0 million in fiscal 1995.

Cost of Sales. The total cost of sales in fiscal 1996 was $230.9 million,
an increase of $6.9 million, or 3.1%, above fiscal 1995's cost of sales of
$224.0 million. The increase was primarily due to an increase in feed ingredient
cost from $.211 per dozen eggs in fiscal 1995 to $.266 per dozen eggs in fiscal
1996. The gross profit margin increased to 18.4% in fiscal 1996 from 7.7% in
fiscal 1995, as a result of the increase in shell egg prices, which more than
offset the decrease in the number of eggs produced and the increase in feed
cost.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses in fiscal 1996 were $29.7 million, an increase of $1.8
million, or 6.2%, from $27.9 million in fiscal 1995. Selling, general and
administrative expenses as a percent of net sales were 10.5% in fiscal 1996, a
decrease from 11.5% in fiscal 1995.

Operating Income. As a result of the above, the Company's operating income
was $22.3 million in fiscal 1996, compared to an operating loss of $9.3 million
in fiscal 1995.

Other Income (Expense). Other expense increased from $4.0 million in
fiscal 1995 to $5.0 million in fiscal 1996. An increase of approximately $1.0
million in the Company's equity in the income of BCM Egg Company ("BCM"), a
partnership in which Cal-Maine is a 50% owner, was more than offset by an
increase in interest expense of $400,000 and a $1.2 million reduction in other
income.

Income Taxes. As a result of the above, the Company's pre-tax income was
$17.4 million in fiscal 1996, compared to a $13.3 million of loss before income
taxes in fiscal 1995. Income tax expense was $6.5 million in fiscal 1996
compared to an income tax benefit of $4.6 million in fiscal 1995. The effective
income tax rate was 37.2% for the year ended June 1, 1996, compared to 34.6% for
the year ended June 3, 1995. This increase was principally a result of the
increased effective tax rate for state income taxes.

Net Income. As a result of the above, the Company had net income of $10.9
million, or $.94 per share, in fiscal 1996, compared to a net loss of $8.7
million, or $.74 per share, in fiscal 1995.

Fiscal Year Ended June 3, 1995 Compared to Fiscal Year Ended May 28, 1994

Net Sales. Net sales in the fiscal year ended June 3, 1995 were $242.6
million, a decrease of $12.1 million, or 4.7%, from net sales of $254.7 million
in the fiscal year ended May 28, 1994. The decrease was due to lower shell egg
market prices. During fiscal 1995, the Company increased its own production of
eggs as well as its purchases of eggs from other producers. The Company produced
approximately 322.7 million dozens of eggs in fiscal 1995, compared to 317.9
million in fiscal 1994. The Company purchased approximately 105.0 million dozens
of eggs in fiscal 1995, compared to 91.3 million in fiscal 1994.

Cost of Sales. The total cost of sales in fiscal 1995 was $224.0 million,
a decrease of $1.2 million, or 0.6%, below fiscal 1994's cost of sales of $225.2
million. The decrease was primarily due to decreased feed costs, which averaged
$.211 per dozen eggs in fiscal 1995 compared to $.239 per dozen eggs in fiscal
1994. The cost of sales as a percent of net sales increased from 88.4% in fiscal
1994 to 92.3% in fiscal 1995. The decrease in egg prices in fiscal 1995 more
than offset the increased egg production and lower feed costs in that year.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses in fiscal 1995 were $27.9 million, an increase of $1.8
million, or 7.1%, over $26.1 million in fiscal 1994. Selling, general and
administrative expenses as a percent of net sales amounted to 11.5% in fiscal
1995, as compared to 10.3% in fiscal 1994.

Operating Income (Loss). As a result of the above, the Company had an
operating loss of $9.3 million in fiscal 1995, compared to operating income of
$3.4 million in fiscal 1994.

Other Income (Expense). Other expenses exceeded other income in fiscal
1995 by $4.0 million, an increase of $1.2 million, or 44.3%, above the $2.8
million excess of expenses over other income in fiscal 1994. The increase is
attributable primarily to an increase of $700,000 in interest expense, offset in
part by a

16
<PAGE> 19

decrease of $300,000 in the Company's equity in the income of BCM and a decrease
of $200,000 in other income.

Income Tax Expense (Benefit). The pre-tax loss in fiscal 1995 was $13.3
million compared to the prior year's pre-tax income of $600,000. The income tax
benefit was $4.6 million in fiscal 1995, compared to the prior fiscal year's
income tax expense of $400,000.

Net Income (Loss). The Company had a net loss of $8.7 million, or $.74 per
share, in fiscal 1995, compared to net income of $200,000, or $.02 per share, in
fiscal 1994.

CAPITAL RESOURCES AND LIQUIDITY

The Company's working capital at August 31, 1996 was $28.2 million compared
to $26.7 million of working capital at June 1, 1996. The Company's need for
working capital generally is highest in the first and last fiscal quarters
ending in August and May, respectively, when egg prices normally are at seasonal
lows. Seasonal borrowing needs frequently are higher during those periods than
during other fiscal periods.

The Company had an unused $35 million line of credit with three banks at
August 31, 1996. Borrowings under the line of credit bear interest at 1.5% above
the federal funds rate or LIBOR, at the Company's option. At August 31, 1996,
the Company's long-term debt, including current maturities and capitalized lease
obligations, amounted to approximately $62.9 million.

Substantially all trade receivables and inventories collateralize the
Company's line of credit, and property, plant and equipment collateralize the
Company's long-term debt. The Company is required by certain provisions of these
loan agreements to (i) maintain minimum levels of working capital and net worth;
(ii) limit dividends, capital expenditures, lease obligations and additional
long-term borrowings; and (iii) maintain various current and cash-flow coverage
ratios, among other restrictions. The Company was in compliance with these
provisions at August 31, 1996.

In the quarter ended August 31, 1996, $3.1 million in net cash was provided
by operating activities, primarily from net income and depreciation. Of the $3.1
million, $1.8 million was used for construction and purchases of equipment, and
$600,000 was used to repay long-term debt. The net result of these activities
was a net increase in cash and cash equivalents of $729,000. One million dollars
of long-term borrowed funds have been used in the construction of the egg
production facility in Chase, Kansas.

In fiscal 1996, $25.3 million of net cash was provided by operating
activities, of which $8.8 million of cash was used primarily for property, plant
and equipment purchases and $15.5 million of net cash was used to repay
borrowings under the Company's line of credit.

The Company is financing approximately $13.5 million of the $16.0 million
total estimated cost to complete the construction of new shell egg production,
processing and feed mill facilities in Chase, Kansas through industrial revenue
bonds maturing in 2011 and secured by the property, plant and equipment there.
At August 31, 1996, the Company had expended approximately $2.2 million on this
recently-commenced construction, completion of which is expected in fiscal 1999.
In late fiscal 1997, the Company plans to commence construction of new shell egg
production and processing facilities in Waelder, Texas. It expects to complete
construction of those facilities in fiscal 2000 at a total estimated cost of
approximately $13.9 million, of which the Company plans to finance approximately
$10.4 million through a borrowing from an insurance company. That borrowing is
expected to mature 15 years from issuance and be secured by the property, plant
and equipment at Waelder.

17
<PAGE> 20

Company's farming revenues and the ownership of its stock by Fred R. Adams, Jr.
and other members of his family presently qualify the corporation as a "family
farming corporation." If "family farming corporation" status is lost, payment of
the $3,100,000 deferred tax liability would reduce the Company's cash but would
not impact the Company's statement of operations or reduce stockholders' equity,
as these taxes have been accrued and are reflected on the Company's balance
sheet. See Note 9 of Notes to Consolidated Financial Statements.

18
<PAGE> 21

BUSINESS

The Company is primarily engaged in the production, grading, packing and
sale of fresh shell eggs, which accounted for approximately 92% of net sales in
the Company's fiscal year ended June 1, 1996, and the manufacture and sale of
egg products, which accounted for approximately 6% of net sales in fiscal 1996.
Cal-Maine's operations are fully integrated and it owns facilities to hatch
chicks, grow pullets, manufacture feed and produce, process, manufacture and
distribute eggs and egg products. The Company's products are principally
marketed in 26 states, chiefly in the southwestern, southeastern, mid-west and
mid-Atlantic regions of the United States.

GROWTH STRATEGY

During the past eight years the Company has pursued an aggressive growth
strategy, including the acquisition of existing shell egg production and
processing facilities, as well as the construction of new and more efficient
facilities. Since the beginning of fiscal 1989, the Company has consummated six
acquisitions, adding an aggregate of 13.7 million layers to its capacity, and
built four major new "in-line" shell egg production and processing facilities
and one pullet growing facility, adding 4 million layers and 950,000 pullets to
its capacity. Each of the new shell egg production facilities generally provides
for the processing of approximately 300 cases of shell eggs per hour. These
increases in capacity have been accompanied by the retirement of older and less
efficient facilities and a reduction in eggs produced by contract producers. The
new "in-line" facilities result in the gathering, cleaning, grading and
packaging of shell eggs by less labor-intensive, more efficient, mechanical
means.

As a result of the Company's growth strategy, the Company's total flock,
including pullets, layers and breeders, has increased from approximately 6.8
million at May 28, 1988 to an average of approximately 17.4 million for each of
the past five fiscal years. Also, there has been a three-fold increase in the
number of dozens of shell eggs sold, from approximately 117 million in the
fiscal year ended May 28, 1988 to an average of approximately 394 million in
each of the past five fiscal years. Net sales amounted to approximately $282.8
million in fiscal 1996, approximately four times net sales of approximately
$70.0 million in fiscal 1988.

ACQUISITIONS OF EGG PRODUCTION AND PROCESSING FACILITIES

- ---------------
(1) The Company's fiscal year ends on the Saturday closest to May 31.

(2) New Mexico, Kansas, Texas, Alabama, Oklahoma, Arkansas and North Carolina.

(4) Acquired subsequent to quarter ended August 31, 1996.

19
<PAGE> 22

CONSTRUCTION OF EGG PRODUCTION, PULLET GROWING AND PROCESSING FACILITIES(1)

- ---------------
(1) Does not include (i) current construction in Chase, Kansas, expected to be
completed in fiscal 1999 at an estimated cost of approximately $16,000,000,
adding approximately 1,000,000 layer and 250,000 pullet capacity, and a feed
mill and grain storage; or (ii) proposed construction in Waelder, Texas,
expected to commence in fiscal 1997, and to be completed in fiscal 2000 at
an estimated cost of approximately $13,900,000, adding approximately
1,000,000 layer and 250,000 pullet capacity.

As part of its strategy of increasing market share through the acquisition
of production and processing facilities, the Company will consider the
acquisition of egg producers owning one million or more layers. The Company
believes that there are approximately 50 companies engaged in shell egg
production in the United States that own one million or more layers, of which
two own from 10 to 15 million layers, approximately five own from 5 to 10
million layers and approximately 40 own from 1 to 5 million layers. In addition,
the Company intends to consider the possible acquisition of facilities engaged
in the manufacture and sale of egg products. The Company expects to continue to
pursue its growth strategy and to use a portion of its net proceeds from this
offering, promissory notes and common stock to acquire additional shell egg
production and related facilities. However, it has no understandings or
agreements in that regard at this time.

The construction of new egg production and processing facilities has been,
and will continue to be, an important component of the Company's growth
strategy. Since the end of fiscal 1989, the Company has constructed four major
egg production and processing facilities in Mississippi, Louisiana and Texas and
a pullet growing facility in Mississippi, at a total cost of approximately $46.7
million, of which approximately $28.2 million was financed by bank and insurance
company borrowings and $6.85 million through the issuance of industrial revenue
bonds. These new facilities, each of which generally provides for the processing
of approximately 300 cases of shell eggs per hour, have added a total capacity
of approximately 4.0 million layers and 1.0 million pullets to the Company's
total flock.

The Company currently is constructing new egg production, processing and
feed mill facilities in Chase, Kansas, which are expected to be completed in
fiscal 1999 at an estimated cost of approximately $16 million, of which
approximately $13.5 million is being financed through the issuance of industrial
revenue bonds. The new facilities are expected to have a 1.0 million layer and
250,000 pullet capacity. In addition, the Company plans in late fiscal 1997 to
commence the construction of a new in-line egg laying facility in Waelder,
Texas, which is expected to be completed in fiscal 2000 at an estimated total
cost of approximately $13.9 million, of which approximately $10.4 million is
expected to be borrowed from an insurance company. The facility is expected to
have a 1,000,000 layer and 250,000 pullet capacity. Although the Company has not
made any decisions or entered into any understandings or agreements relating to
the construction of additional shell egg production and processing or egg
product manufacturing facilities, it plans to continue to periodically consider
the construction of such facilities when consistent with market conditions and
other economic factors.

The increased use of in-line facilities has generated significant cost
savings. The cost of eggs at these facilities was lower by 1.0c, 1.5c, 2.1c,
2.3c and 3.1c per dozen in fiscal 1992, 1993, 1994, 1995 and 1996, respectively,
than costs to the Company of eggs from non-in-line facilities. Also, due to less
breakage, the Company produces a higher percentage of grade A eggs, which sell
at higher prices, at these facilities. The percentage of the Company's total
layers housed in in-line facilities increased from 25% in fiscal 1992 to 55% in
fiscal 1996.

20
<PAGE> 23

The following table sets forth certain selected consolidated operating data
for each of the Company's past eight fiscal years.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-------- ------------ ----------------------------------------------------------------
JUNE 3, JUNE 2, JUNE 1, MAY 30, MAY 29, MAY 28, JUNE 3, JUNE 1,
1989 1990 1991 1992 1993 1994 1995 1996
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SHELL EGG OPERATING PROFIT (LOSS):
Profit (Loss) (cents per
dozen):
Feed Cost................ 26.0cents 24.2cents 23.3cents 22.7cents 21.9cents 23.9cents 21.1cents 26.6cents
Hen Amortization and
Mortality.............. 5.4 5.9 7.0 7.2 7.1 6.5 7.4 7.2
Facilities and Other Farm
Costs.................. 7.6 7.9 8.5 8.5 8.7 8.5 8.9 8.9
----- ----- ----- ----- ----- ----- ----- -----
Farm Egg Production
Cost................... 39.0 38.0 38.8 38.4 37.7 38.9 37.4 42.7
Purchases, Processing,
Distribution, SG&A
Cost................... 15.2 20.4 20.8 18.5 17.8 18.2 18.1 22.6
----- ----- ----- ----- ----- ----- ----- -----
Total Cost............... 54.2 58.4 59.6 56.9 55.5 57.1 55.5 65.3
Average Selling Price(1)...... 57.8 70.0 66.2 56.3 57.4 57.7 52.8 68.4
----- ----- ----- ----- ----- ----- ----- -----
Profit (Loss) (cents per
dozen)................. 3.6cents 11.6cents 6.6cents (0.6)cents 1.9cents (0.6)cents (2.7)cents 3.1cents
==== ==== ==== ===== ===== ===== ==== ====
</TABLE>

- ---------------
(1) Represents average selling price for all grades, including non-graded egg
sales, breaking stock and undergrades.

21
<PAGE> 24

The following egg flow chart depicts the Company's production and marketing
of shell eggs and egg products:

[Flow Chart]

22
<PAGE> 25

SHELL EGGS

Production

Shell eggs are produced on farms owned by the Company or by contract
producers. The following table sets forth for each of the Company's last five
fiscal years, the percentages of egg production attributable to the Company's
own facilities and to contract producers.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
---------------------------------------------------
MAY 20, MAY 28, MAY 30, JUNE 3, JUNE 1,
1992 1993 1994 1995 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Percentage of Egg Production
- ---------------------------------------------------
Company Facilities............................ 46.5% 50.0% 56.4% 59.3% 60.5%
Contract Producers............................ 53.5% 50.0% 43.6% 40.7% 39.5%
</TABLE>

Under Cal-Maine's arrangements with its contract producers, the Company
owns the entire flock, furnishes all feed and supplies, owns the shell eggs
produced, and assumes all market risks. The contract producers own their
facilities and are paid a fee based on production with incentives for
performance.

The Company may change the mix of its own versus contract egg production to
mitigate the adverse effect of low egg market prices upon its operations. Also,
the Company continuously seeks to make improvements in feed efficiency, egg
production, molting programs and other operating practices.

The commercial production of shell eggs requires a source of baby chicks to
be used for laying flock replacement. The Company produces approximately 98% of
its chicks in its own hatcheries and obtains the balance from commercial
sources. Feed for the laying flocks is produced by Company-owned and operated
mills located in Alabama, Arkansas, Louisiana, Missouri, Mississippi, New
Mexico, North Carolina, Ohio, Oklahoma, South Carolina and Texas. All
ingredients necessary for feed production are readily available in the open
market and are purchased centrally from Jackson, Mississippi. Approximately 95%
of the feed for Company-owned farms and contract producers is manufactured at
feed mills owned and operated by the Company. Poultry feed is formulated using a
computer model to determine the least-cost ration to meet the nutritional needs
of the flocks. Although most feed ingredients are purchased on an as needed
basis, the futures market is sometimes used to hedge costs when deemed to be
advantageous.

After the eggs are produced, they are cleaned, graded and packed.
Substantially all of the Company-owned farms have modern "in-line" facilities
that mechanically gather, clean, grade and package the eggs produced, thereby
reducing the amount of labor needed and increasing efficiency. Eggs produced on
farms owned by contractors are brought to the Company's processing plants where
they are cleaned, graded and packed. Some eggs are sold unprocessed to other
processors.

In fiscal 1994, 1995 and 1996, the Company purchased approximately $8.0
million, $7.5 million and $9.9 million of shell eggs, respectively, from BCM Egg
Company, a partnership of which the Company is a 50% owner.

The shell egg production and processing industry has been characterized by
a growing concentration of production in a decreasing number of shell egg
producers. In 1995, 53 producers with one million or more layers owned 68.2% of
the 246.7 million total U.S. layers, compared with the 56 producers with one
million or more layers owning 63.6% of the 231.9 million total U.S. layers in
1990, and 61 producers with one million or more layers owning 56.2% of the 248.0
million total U.S. layers in 1985. The Company believes that a continuation of
that concentration trend may result in the reduced cyclicality of shell egg
prices, but no assurance can be given in that regard.

Marketing

Of the 384 million dozen shell eggs sold by the Company in the fiscal year
ended June 1, 1996, approximately 93% were cleaned, graded and packed in the
Company's processing facilities and sold by the

23
<PAGE> 26

Company, 5% were used by the Company in its manufacture of egg products, and 2%
were sold direct from the Company's farms to other shell egg users.

Sales of shell eggs primarily are made to national and regional supermarket
chains that buy direct from the Company. During fiscal 1996, Cal-Maine's largest
customer accounted for less than 10% of net sales, and the top 10 customers
accounted for slightly more than 50% of net sales in the aggregate. The majority
of eggs sold are merchandised on a daily or short-term basis. Most sales to
established accounts are on open account with terms ranging from seven to 30
days. Although the Company has established a long-term relationship with many of
its customers, such customers are free to acquire shell eggs from other sources.

The Company sells its shell eggs at prices generally related to
independently quoted wholesale market prices. The prices of its shell eggs
reflect fluctuations in the quoted market, and the results of the Company's
shell egg operations are materially affected by changes in market quotations.
All major egg customers purchase eggs at significant discounts from quoted egg
prices which serve as a reference point in selling price determinations. Egg
prices reflect a number of economic conditions, such as the supply of eggs and
the level of demand, which, in turn, are influenced by a number of factors that
the Company cannot control. No representation can be made as to the future level
of prices, which are subject to wide fluctuations.

Shell eggs are perishable. Consequently, the Company maintains very low
shell egg inventories, usually consisting of approximately four days of
production. Retail sales of shell eggs are greatest during the fall and winter
months and lowest during the summer months. Prices for shell eggs fluctuate in
response to seasonal demand factors and a natural increase in egg production
during the spring and early summer. Consequently, the Company generally
experiences lower sales and net income in its first and fourth fiscal quarters
ending in August and May, respectively.

The decline in per capita consumption of shell eggs that occurred during
the 1980's, which may be attributable to perceived health concerns relating to
cholesterol content and lifestyle changes, appears to have abated, as annual per
capita consumption has remained relatively level in the 1990's to date. The
annual per capita consumption of shell eggs since 1990 has ranged from 234 to
239, averaging 236. While the Company believes that increased fast food
restaurant consumption, reduced egg cholesterol levels and industry advertising
campaigns may result in a continuance of, or possible increase in, current per
capita egg consumption levels, no assurance can be given that per capita
consumption will not decline in the future.

EGG PRODUCTS

Egg products produced by the Company include liquid egg whites, liquid egg
yolks, liquid whole eggs, salt yolk, sugar yolk, similar products sold in frozen
form, and various forms of dried whole eggs, egg whites and yolks. The Company's
production facility is located in Jackson, Mississippi. Sales are made primarily
to national accounts which consist principally of manufacturers of baked goods,
mayonnaise and confections. The Company manufactures and distributes egg
products in liquid, frozen and dried forms and also processes egg products
according to customer specifications for use in special baking and manufacturing
applications. Egg products are sold on a direct basis to major institutional
users or with the assistance of egg product brokers. Egg products accounted for
approximately 6% of the Company's net sales in each of fiscal year 1996 and
fiscal 1995, and 7.2% in fiscal 1994.

Of the 23 million dozen of shell eggs used in the Company's egg product
operations in the fiscal 1996, approximately 83% were produced by the Company's
own and contract farms, and the balance was purchased by the Company from
outside sources.

Egg product sales are somewhat seasonal, with peak demands occurring prior
to holiday seasons. The Company's plant is operated at its highest capacity
during periods when egg prices are at their lowest. These periods normally do
not coincide with the high demand periods for egg products. As a result, the
Company's egg product inventories can be significant, requiring high working
capital. The Company tends to build egg product inventories during periods of
shell egg surpluses and reduce inventories when demand for shell eggs is
stronger. Egg product inventories vary between two and four months of sales.

24
<PAGE> 27

SPECIALTY EGGS

The Company has developed the capability to produce specialty eggs such as
Egg-land's Best(TM) and Farmhouse eggs.

Egg-land's Best(TM) eggs are patented eggs that are believed by its
developers, based on scientific studies, to cause no increase in serum
cholesterol when eaten as part of a low fat diet. Cal-Maine produces and
processes Egg-land's Best(TM) eggs, under license from Egg-land's Best, Inc.
("EB"), at its existing facilities, under EB guidelines that require the use of
a proprietary vegetarian feed supplement, adherence to quality control standards
and use of approved packaging materials. The Company believes it is EB's largest
franchisee. The product is marketed to the Company's established base of
customers at prices that reflect a premium over ordinary shell eggs. Although
Egg-land's Best(TM) eggs accounted for less than 1% of the Company's net sales
in fiscal 1996, Cal-Maine believes that the product offers an important
opportunity for enhanced future operating results from additional sales in a
market that tends to avoid ordinary shell eggs.

"Farmhouse" brand eggs are currently produced and processed at Company
facilities located in Kansas, New Mexico, North Carolina and Texas. The hens
that produce these eggs are not caged, and are provided with a diet of natural
grains and drinking water that is free of hormones or other chemical additives.
Although Farmhouse eggs account for only a small part of net sales at this time,
they meet the demands of consumers who are sensitive to environmental and animal
welfare issues. The Company is committed to continuing production of Farmhouse
eggs, and believes that the United States market will grow in the future.

LIVESTOCK

The Company's livestock operations currently consist of the operation of a
1,440 head dairy facility, from which milk sales are made to a major milk
processor. Milk and cattle sales were approximately 2% of the Company's net
sales in fiscal 1996.

COMPETITION

The production, processing and distribution of shell eggs is an intensely
competitive business which, traditionally, has attracted large numbers of
producers. Competition is generally based on price, service and quality of
production. Although the Company is the largest combined producer, processor and
distributor of shell eggs in the United States, it does not occupy a controlling
market position in any area where its eggs are sold. The Company competes with
approximately 50 other manufacturers of egg products. Competition is not limited
by geographic boundaries and is predicated primarily on quality, price, product
availability and terms of sale.

PROPERTIES AND FACILITIES

The Company owns or leases farms, processing plants, hatcheries, feed
mills, warehouses, offices and other property located in Alabama, Arkansas,
Kansas, Kentucky, Louisiana, Mississippi, Missouri, New Mexico, North Carolina,
Ohio, Oklahoma, South Carolina and Texas, as follows: two breeding facilities,
two hatcheries, 14 feed mills, 10 production facilities, 13 pullet growing
facilities, 19 processing and packing facilities, two wholesale distribution
facilities, one egg products plant and a dairy farm. Most of the Company's
property is owned and encumbered. See Notes 5, 6 and 7 of the Notes to
Consolidated Financial Statements of the Company.

The Company operates 175 over-the-road tractors and 271 trailers, of which
91 and 186 are owned, respectively, and the balance are leased.

25
<PAGE> 28

At June 1, 1996, the Company owned approximately 12,070 acres of land and
owned facilities to:

<TABLE>
<CAPTION>
OPERATION CAPACITY
--------------------------------- ----------
<S> <C>
Hatch............................ 13,000,000 - pullet chicks per year
Grow (1)......................... 5,240,000 - pullets per year
House (2)........................ 9,200,000 - hens
Produce.......................... 547 - tons of feed per hour
Process (3)...................... 4,780 - cases of eggs per hour
Break (3)........................ 500 - cases of eggs per hour
Dry (4).......................... 5,500 - lbs. per hour liquid whites
5,570 - lbs. per hour liquid whole eggs
5,570 - lbs. per hour liquid yolk
</TABLE>

- ---------------
(1) The Company uses contract growers for the production of an additional 4.0
million pullets.

(2) The Company controls the production from approximately 15.2 million layers,
including 6.0 million of capacity cared for by contract operators.

(3) One case equals 30 dozen eggs.

(4) One case of large eggs yields approximately 40 lbs. of liquid egg and
approximately 10 lbs. of dried egg.

Over the past five fiscal years, Cal-Maine's capital expenditures have been
approximately $88 million, including the acquisition of the operations of other
businesses. The Company's facilities currently are maintained in good operable
condition and are insured to an extent the Company deems adequate.

GOVERNMENT REGULATION

The Company is subject to federal and state regulations relating to
grading, quality control, labeling, sanitary control and waste disposal. As a
fully-integrated egg producer, the Company's shell egg facilities are subject to
USDA and FDA regulation. The Company's shell egg facilities are subject to
periodic USDA inspections, and its egg products plant is subject to continuous
on-site USDA inspection. Cal-Maine maintains its own inspection program to
assure compliance with the Company's own standards and customer specifications.

Cal-Maine is subject to federal and state environmental laws and
regulations and has all necessary permits. The construction of new facilities
requires compliance with environmental laws and regulations, including the
receipt of permits, that could cause schedule delays, although the Company has
not experienced any significant delays in the past.

EMPLOYEES

As of June 1, 1996, the Company had a total of approximately 1,650
employees of whom 1,495 worked in egg production, processing and marketing, 67
were engaged in feed mill operations, 50 in dairy activities, and 38 were
administrative employees, including officers, at the Company's executive
offices. About one-fourth of the Company's personnel is part-time. None of the
Company's employees is covered by a collective bargaining agreement. The Company
considers its relations with employees to be good.

26
<PAGE> 29

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information with respect to the
executive officers and directors of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------- --- --------------------------------------------------
<S> <C> <C>
Fred R. Adams, Jr.(1)(3)........... 64 Chairman of the Board of Directors and Chief
Executive Officer
Richard K. Looper(1)............... 69 President, Chief Operating Officer and Director
Bobby J. Raines(1)(2).............. 64 Vice President, Chief Financial Officer,
Treasurer, Secretary and Director
Adolphus B. Baker.................. 39 Vice President and Director of Marketing and
Director
Jack B. Self....................... 66 Vice President/Operations and Production and
Director
Joe M. Wyatt....................... 57 Vice President/Feed Mill Division and Director
Charles F. Collins................. 52 Vice President, Controller and Director
W.D. (Jack) Cox(2)(3).............. 71 Director
R. Faser Triplett, M.D.(2)(3)...... 63 Director
</TABLE>

- ---------------
(1) Member of the Executive Committee

(2) Member of the Audit Committee

(3) Member of the Compensation Committee

Fred R. Adams, Jr. has served as the Chief Executive Officer and director
of the Company since its formation in 1969 and as the Chairman of its Board of
Directors since 1982. He is a director and past chairman of National Egg
Company, United Egg Producers, Mississippi Poultry Association, U.S. Egg
Marketers, Inc., and Egg Clearinghouse, Inc. Mr. Adams is the father-in-law of
Mr. Baker.

Richard K. Looper has served as the President and Chief Operating Officer
of the Company since 1983. Previously, he had served as Executive Vice President
of the Company since 1982 and was originally employed by the Company in 1974.
Mr. Looper is a past chairman of the American Egg Board and U.S. Egg Marketers,
Inc. He has served as a director of the Company since 1982.

Bobby J. Raines has served as Vice President, Chief Financial Officer,
Treasurer and Secretary of the Company since 1972. Previously, he had handled
various operational responsibilities and has been employed by the Company since
its formation in 1969. He has served as a director of the Company since 1982.

Adolphus B. Baker has been Vice President and Director of Marketing of the
Company since 1988. Previously, he had served as Assistant to the President
since 1987 and has been employed by the Company since 1986. Mr. Baker is a
member of the American Egg Board, chairman of Mississippi Poultry Association,
and is a past chairman of Egg Clearinghouse, Inc. He has been a director of the
Company since 1991. Mr. Baker is Mr. Adams' son-in-law.

Jack B. Self has been Vice President/Operations and Production since the
Company's formation in 1969. He has served as a director of the Company since
1983.

Joe M. Wyatt has been Vice President/Feed Mill Division since 1977 and has
been employed by the Company since its formation in 1969. He has served as a
director of the Company since 1983.

Charles F. Collins has served as Vice President and Controller of the
Company since 1978. He has served as a director of the Company since 1983. He
has been employed by the Company since 1969.

W.D. (Jack) Cox has served as a director of the Company since September
1996. Mr. Cox has been a consultant to various food companies and a major farm
implement company since October 1990. Prior thereto,

27
<PAGE> 30

he served as Vice President for vegetable oil procurement at Kraft, Inc.
("Kraft"), and was a consultant to offshore and Canadian locations of Kraft's
facilities. In the early 1980s, Mr. Cox was Vice President for commodities and
ingredients of Nabisco Brands, Inc. From 1970 to 1972 Mr. Cox was employed by
the Company as Vice President for egg products.

R. Faser Triplett, M.D., has served as a director of the Company since
September 1996. Dr. Triplett is a practicing physician and a Clinical Assistant
Professor at the University of Mississippi School of Medicine. He is the
majority owner of Avanti Travel, Inc. and a director of Mobile
Telecommunications Technologies Corp.

The Company's Compensation Committee reviews and recommends to the Board of
Directors the compensation and benefits of all officers of the Company, reviews
general policy matters relating to compensation and benefits of employees of the
Company and administers the issuance of stock options to the Company's officers,
employees and directors. The Audit Committee meets with management and the
Company's independent auditors to determine the adequacy of internal controls
and other financial reporting matters.

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth all compensation
awarded to, earned by or paid for services rendered to the Company in all
capacities during the fiscal year ended June 1, 1996 by (i) the Company's chief
executive officer and (ii) the Company's four other most highly compensated
executive officers who were serving as executive officers at the end of that
year.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
FISCAL 1996 COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------- ------------
SHARES OF
COMMON STOCK
UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITIONS SALARY BONUS(1) OPTIONS PAYOUTS COMPENSATION(2)
- --------------------------------------- -------- -------- ------------ ------- ---------------
<S> <C> <C> <C> <C> <C>
Fred R. Adams, Jr. -- Chairman of the
Board and Chief Executive Officer.... $336,910 $250,000 None None $83,797
Richard K. Looper -- President and
Chief Operating Officer.............. 129,903 150,000 120,000 $50,000(3) 1,246
Bobby J. Raines -- Vice President,
Chief Financial Officer, Treasurer
and Secretary........................ 115,577 91,000 96,000 (4) 977
Jack B. Self -- Vice
President/Operations and
Production........................... 82,500 37,250 48,000 (4) 1,102
Joe M. Wyatt -- Vice President/Feed
Mill Divisions....................... 78,896 27,250 48,000 (4) 730
</TABLE>

- ---------------
(1) Bonuses are determined annually by the Board of Directors on a discretionary
basis based on the results of the Company's operations and the Board's
evaluation of the executive officer's contribution to such performance.

(2) The amounts shown represent premiums paid under separate life insurance
policies purchased by the Company for each person named in the table. The
policy on Mr. Adams' life is owned by an Adams family intervivos trust, and
the beneficiaries are Mr. Adams' four daughters and their descendants.
Messrs. Looper, Raines, Self and Wyatt are the owners of their respective
policies, and members of their families are the beneficiaries. The Company
is not a beneficiary under any of such policies and will not receive any
portion of the proceeds paid thereunder upon the death of any of the
insureds.

(3) Pursuant to Mr. Looper's incentive compensation agreement with the Company.
See "Long Term Incentive Plans," below.

(4) Amount earned but payable in the future pursuant to long term incentive
plans not included. See "Long Term Incentive Plans," below.

28
<PAGE> 31

EMPLOYEE STOCK OWNERSHIP PLAN

The Company maintains a payroll-based Employee Stock Ownership Plan (the
"ESOP"). Pursuant to the ESOP, originally established in 1976, substantially all
persons employed at January 1, 1994, as well as substantially all new full-time
employees over age 21 with one or more years of service, participate. The ESOP
is administered by an Administrative Committee including Messrs. Raines, Looper
and Collins, directors of the Company. Its assets, which are managed by a
trustee designated by the Board, consist primarily of Common Stock of the
Company. Contributions by the Company may be made in cash or shares of Common
Stock, as determined by the Board of Directors. Employee contributions are not
permitted. Company contributions generally may not exceed 15% of the aggregate
annual compensation of participating employees. Contributions are allocated to
the accounts of participating employees in the proportion which each employee's
compensation for the year bears to the total compensation (up to $150,000 per
employee) of all participating employees. Company contributions vest 20%
annually beginning with the participating employee's third year of service.

Shares of Common Stock held in an employee's account are voted by the ESOP
trustee in accordance with the employee's instructions. An employee or his or
her beneficiary is entitled to distribution of the balance of his or her account
upon termination of employment. The Company's contributions to the ESOP amounted
to approximately $911,000 in fiscal 1994, $808,000 in fiscal 1995 and $992,000
in fiscal 1996. At June 1, 1996, 4,054,800 shares of Common Stock were held by
and allocated to employee accounts maintained under the ESOP. For the fiscal
year ended June 1, 1996, the Company's contributions to the ESOP on behalf of
each of the executive officers named in the Summary Compensation Table were:
Fred R. Adams, Jr. -- $8,523, Richard K. Looper -- $8,263, Bobby J.
Raines -- $9,135, Jack B. Self -- $5,292 and Joe M. Wyatt -- $4,757.

1993 STOCK OPTION PLAN

Pursuant to the Company's 1993 Stock Option Plan, which was adopted on May
25, 1993 and amended on September 23, 1996, with stockholder approval, (the
"1993 Plan") a total of 800,000 shares of Common Stock are reserved for issuance
upon the exercise of options that may be granted to directors, officers and key
employees of the Company. Options are awarded by the Board of Directors of the
Company.

The 1993 Plan is designed to obtain for the Company and its shareholders
the benefits resulting from equity ownership in Cal-Maine by directors, officers
and key employees. The Company believes that the 1993 Plan will aid in
attracting and retaining competent persons through the opportunity to acquire a
proprietary interest in Cal-Maine. Options granted under the 1993 Plan may be
either incentive stock options ("ISOs") that satisfy the requirements of Section
422 of the Code or nonstatutory options ("NSOs") which are not intended to
satisfy such requirements.

The exercise price per share under any option granted under the 1993 Plan
may not be less than 100% of the fair market value of the Common Stock on the
date of grant, or in the case of ISOs, less than 110% of such fair market value
if the option is granted to a person who holds 10% or more of the voting power
of the Capital Stock. Fair market value will be as determined by the Board of
Directors in good faith. The aggregate fair market value of the Common Stock
subject to an ISO, as determined upon a grant, which is exercisable by an
optionee for the first time during any calendar year cannot exceed $100,000. The
number and kind of shares subject to an option, and the option exercises price,
may be adjusted in certain circumstances to prevent dilution. The method of
payment of an option exercise price will be as determined by the Board of
Directors and set forth in the individual stock option agreement.

No options may be granted under the 1993 Plan more than ten years after the
date of its adoption, and no option may exercised more than 10 years after the
date of its grant, or in the case of an ISO, more than five years after the date
of grant if granted to a person holding more than 10% of the voting power of the
Common Stock. The term or times at which an option may be exercised and any
conditions or restrictions relating thereto will be as determined by the Board
of Directors and set forth in the individual stock option agreement. If for any
reason other than death, an optionee ceases to be an employee or director of the
Company, any unexercised portion of the option as of the date of termination of
employment or director service may be

29
<PAGE> 32

exercised for 90 days thereafter. Upon the death of an optionee while employed
by the Company or serving on its Board, his or her legal representative or a
legatee may, within six months after the death, exercise any unexercised portion
of the option as of the time of the optionee's death. Options are not
transferable or assignable otherwise than by will or the laws of descent and
distribution, and during his or her lifetime may only be exercised by the
optionee.

The presently outstanding options granted under the 1993 Plan are
exercisable on a cumulative basis over a period of six years from the date of
grant at the rate of 20% per year beginning twelve months after the date of
grant. The shares issued upon any exercise of an option will be deemed to be
"restricted securities" until the Company registers such shares under the 1933
Act.

Pursuant to the 1993 Plan, options have been granted and are outstanding
for the purchase of 504,000 shares of Common Stock at an exercise price of $3.42
per share and for the purchase of 24,000 shares of Common Stock at an exercise
price of $4.33 per share. None of the options granted by the Company to date
have been exercised. Options to purchase Common Stock at a price of $3.42 per
share were granted on August 2, 1993 to the following executive officers of the
Company: Richard K. Looper -- 120,000 shares; Bobby J. Raines -- 96,000 shares;
Adolphus B. Baker, Jack B. Self, Joe M. Wyatt, and Charles F. Collins -- 48,000
shares each; and options to purchase 12,000 shares of Common Stock at a price of
$4.33 per share were granted on October 15, 1996 to each of W. D. (Jack) Cox and
R. Faser Triplett, directors of the Company. All options expire ten years after
grant.

SAVINGS AND RETIREMENT PLAN

Since 1985, the Company has maintained a defined contribution savings and
retirement plan (the "Retirement Plan"), which is designed to qualify under
Sections 401(a) and 401(k) of the Code. An employee is eligible to participate
in the Retirement Plan on or after having attained age 21 and after one year of
service. The Retirement Plan is administered by the Company and permits covered
employees to contribute up to 10% of their annual compensation, up to a maximum
of $9,500 per year, as adjusted for inflation, through salary reduction on a
pre-tax basis in accordance with the Code. Highly compensated employees may be
subject to further limitations on the amount of their maximum contribution. The
Company may make discretionary contributions matching each employee's pre-tax
contributions. The Retirement Plan is intended to comply with the Employee
Retirement Income Security Act of 1974, as amended.

Participating employees are at all times 100% vested in their account
balances under the Retirement Plan. Benefits are paid at the time of a
participant's death, retirement, disability, termination of employment, and,
under limited circumstances, may be withdrawn prior to the employee's
termination of service. Contributions are not taxable to employees until such
funds are distributed to them.

LONG TERM INCENTIVE PLANS

The Company has entered into certain incentive compensation continuation
agreements (the "Agreements") with Richard K. Looper, Bobby J. Raines, Jack B.
Self and Joe M. Wyatt. Pursuant to the Agreements, each such executive officer
may earn up to ten years of compensation payments if he remains with the Company
until age 65. If the officer's employment ends before his 65th birthday, he
would be entitled to fewer years of incentive compensation payments, depending
on the length of time served as an officer. The incentive compensation payments
are made monthly, beginning immediately after the officer's 65th birthday, at
the annual rate of $50,000 per year for Messrs. Looper and Raines, and $20,000
per year for Messrs. Self and Wyatt. Further, the Agreement with Mr. Self was
amended, effective September 2, 1994, so that for each subsequent year, after
age 65, Mr. Self serves as an officer of the Company, he is entitled to receive
one additional year of incentive compensation payable at the annual rate of
$20,000 per year. The Agreements provide that once payments begin or have been
earned, any remaining payments will continue to be made to the officer's estate
after his death.

Messrs. Looper and Raines have each earned 10 years of incentive
compensation payments under the Agreements, and Mr. Self has earned 12 years of
such payments. Mr. Looper began receiving his payments on December 1, 1991,
while Mr. Raines' payments will not begin until after his 65th birthday. Mr.
Self's

30
<PAGE> 33

payments will not begin until he retires. Mr. Wyatt has earned six years of
incentive compensation payments, and will become entitled to four additional
years if he continues to serve as an employee of the Company until August 4,
2004.

LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
ESTIMATED FUTURE
NAME PERIOD WHEN PAYOUT BEGINS ANNUAL PAYMENTS
- --------------------------- ------------------------- ----------------
<S> <C> <C>
Bobby J. Raines............ November 1, 2005 $ 50,000
Jack B. Self............... (1) $ 20,000
Joe M. Wyatt............... September 1, 2008 $ 20,000
</TABLE>

- ---------------
(1) At a future date not presently determinable.

Pursuant to the Agreement with Mr. Raines, for each of 10 consecutive
approximately 14-month periods (or any portion thereof) ending November 1, 1997
that Mr. Raines is employed by the Company, he is entitled to receive, starting
at age 65, one year of incentive compensation payable at the annual rate of
$50,000 per year. Mr. Raines served a portion of the ninth such period during
the fiscal year ended June 1, 1996, and, accordingly, is entitled to an
additional year of incentive compensation payable beginning November 1, 2005, at
the annual rate of $50,000 per year.

Under the Agreement, as amended, with Mr. Self, for each 12-month period
ending August 31 that Mr. Self serves as an employee of the Company, he is
entitled to receive one additional year of incentive compensation payable at the
annual rate of $20,000 per year. For his service as an employee of the Company
for the 12-month period ended August 31, 1995, Mr. Self is entitled to an
additional year of incentive compensation payable beginning the eleventh year
after his retirement.

Mr. Wyatt's Agreement provides that for each of 10 consecutive
approximately 19-month periods (or any portion thereof) ending August 4, 2004
that Mr. Wyatt is employed by the Company, he is entitled to receive, starting
at age 65, one year of incentive compensation payable at the annual rate of
$20,000 per year. Mr. Wyatt served a portion of the fifth such period during the
fiscal year ended June 1, 1996, and, accordingly, is entitled to an additional
year of incentive compensation payable beginning September 1, 2008, at the
annual rate of $20,000 per year.

DIRECTOR COMPENSATION

The Company's non-employee directors are each entitled to receive $10,000
annually as compensation for their services as a director and may be granted
options to purchase Common Stock under the 1993 Plan. They also may be
compensated for any services performed in addition to their normal duties as a
director of the Company. Employee-directors receive no additional compensation
for their services as directors of the Company.

CERTAIN TRANSACTIONS

Fred R. Adams, Jr., Chairman of the Board and Chief Executive Officer of
the Company, is indebted to the Company in the amount of $1,694,444 under a
non-interest bearing demand note receivable. Mr. Adams will use an equal amount
of the proceeds from his sale of Common Stock in this offering to pay his note
in full.

Between September 1993 and September 1996, the Company and the ESOP have
repurchased, for cash, shares of Cal-Maine capital stock owned by Fred R. Adams,
Jr., and members of his family and his spouse's family, in the following
aggregate amounts: Fred R. Adams, Jr. -- 456,000 shares for $1,656,890; Jean
Adams (Mr. Adams' spouse) -- 175,200 shares for $598,850; Mr. Adams children and
their spouses -- 82,800 shares for $299,688; and, Mrs. Adams' children and their
spouses -- 24,000 shares for $83,030. All of such repurchases were made at
prices approximating book value, as determined by an unaffiliated, independent
business appraiser.

31
<PAGE> 34

In 1994, Mr. Adams, to satisfy certain personal obligations, as a
guarantor, executed and delivered to a bank a Promissory Note (the "Note") in
the principal amount of $720,064.41 and pledged 194,400 shares (subsequently
reduced to 127,200 shares as discussed below) of Common Stock of the Company
owned by him (the "Collateralized Shares") to secure his obligation under the
Note. The Company, in a Redemption Agreement with Mr. Adams executed March 7,
1994 (the "Agreement"), agreed to repurchase the Collateralized Shares from the
bank, at a purchase price equal to the book value thereof, in the event of a
default under the Note, based on the determination of the Board of Directors
that it would be in the best interest of the Company for the Collateralized
Shares to be acquired, if necessary, by the Company rather than by an unrelated
party. There has been no default under the Note. Pursuant to the Agreement, the
bank had the right to require the Company to repurchase a portion of the
Collateralized Shares if shares of Common Stock of the Company (other than the
Collateralized Shares) were sold by Mr. Adams other than to members of his
family in an amount in excess of $500,000 in any year. Mr. Adams advised the
bank in September 1996 of his intention to sell 800,000 shares of Common Stock
owned by him in the public offering to which this Prospectus relates. The bank
and Mr. Adams then entered into an agreement providing that (i) the bank will
not have the right to require the Company to repurchase any of the
Collateralized Shares as a result of the public offering and (ii) Mr. Adams will
pay approximately $65,000 to the bank, which amount equals the amount the bank
would have received in a repurchase by the Company pursuant to the Agreement,
upon the sale by him of shares of Common Stock in the public offering. At
October 4, 1996, the principal amount of the Note had been reduced to $454,326
and the amount of Collateralized Shares securing Mr. Adams' obligation
thereunder had been reduced to 127,200 shares.

32
<PAGE> 35

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of the Company's outstanding Common Stock as of October 3, 1996, and
as adjusted to reflect the sale of the shares of Common Stock offered hereby, by
(i) each person known to the Company to beneficially own more than 5% of Common
Stock, (ii) each director of the Company, (iii) each executive officer named in
the Summary Compensation Table, and (iv) all directors and executive officers of
the Company as a group.

<TABLE>
<CAPTION>
SHARES OWNED PRIOR TO THE
OFFERING(1) SHARES OWNED AFTER THE OFFERING(1)(2)
----------------------------------- ----------------------------------------
COMMON STOCK COMMON STOCK
-------------------- -------------------------
PERCENT OF SHARES OFFERED NUMBER PERCENT OF
NUMBER OF PERCENT TOTAL VOTING BY SELLING OF PERCENT TOTAL VOTING
NAME OF STOCKHOLDER(3) SHARES OF CLASS POWER(4) STOCKHOLDER SHARES OF CLASS POWER(2)(4)
- -------------------------------- --------- -------- ------------ -------------- -------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fred R. Adams, Jr.(5)........... 6,456,936(5)(6) 62.6% 82.7% 800,000 5,656,936(6) 47.1% 73.5%
Cal-Maine Foods, Inc. Employee
Stock Ownership Plan.......... 4,054,800 39.3 18.2 4,054,800 33.8 16.9
Richard K. Looper............... 328,696 (7) 3.2 1.2 328,696(7) 2.7 1.1
Bobby J. Raines................. 296,830 (8) 2.9 1.1 296,830(8) 2.5 1.0
Adolphus B. Baker............... 242,426 (9) 2.3 1.0 242,426(9) 2.0 *
Jack B. Self.................... 168,576 (10) 1.6 * 168,576(10) 1.4 *
Joe M. Wyatt.................... 168,234 (11) 1.6 * 168,234(11) 1.4 *
Charles F. Collins.............. 93,213 (12) * * 93,213(12) * *
W.D. (Jack) Cox................. -- * * -- * *
R. Faser Triplett............... -- * * -- * *
All directors and executive
officers as a group (nine
persons)(13).................. 7,754,731 73.5% 87.5% 6,955,731 56.8% 78.0%
</TABLE>

- ---------------
* Less than 1%.

(1) The information as to beneficial ownership is based on information known to
the Company or statements furnished to the Company by the beneficial
owners. As used in this table, "beneficial ownership" means the sole or
shared power to vote, or to direct the voting of a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of a security). For purposes of
this table, a person is deemed as of any date to have "beneficial
ownership" of any security that such person has the right to acquire within
60 days after such date, such as under the 1993 Plan. See note (5), below,
in this connection.

(2) Gives effect to the assumed issuance of shares by the Company of Common
Stock in this offering, but not to the exercise of the Underwriters'
over-allotment option. If the Underwriter's over-allotment option is
exercised, 375,000 additional shares of Common Stock will be sold by the
Company.

(3) The address of each person, except Jack Cox and R. Faser Triplett, is
Cal-Maine Foods, Inc., 3320 Woodrow Wilson Drive, Jackson, Mississippi
39207. The address of Mr. Cox is 1161 Oak River Road, Memphis, Tennessee
38120, and of Dr. Triplett is 3691 Old Canton Road, Jackson, Mississippi
39216.

(4) Percent of total voting power is based on the total votes to which the
Common Stock and Class A Common Stock are entitled. Mr. Adams beneficially
owns 100% of the Class A Common Stock.

(5) Mr. Adams is the Selling Shareholder in the offering being made by this
Prospectus. The number of shares shown in the table include 817,200 shares
of Common Stock owned by his spouse and other members of his family as to
which Mr. Adams disclaims any beneficial ownership and 127,200 shares
pledged to a bank to secure the promissory note obligation described under
"Certain Transactions" and 660,000 shares to secure other bank borrowings.
The Class A Common Stock, which is 100% owned by Mr. Adams, is convertible
on a shares-for-share basis into shares of Common Stock, but such Class A
shares are not included in the table, except as indicated in note (4)
above.

(6) Includes 284,136 shares accumulated under the ESOP.

(7) Includes 255,496 shares accumulated under the ESOP, and 72,000 shares
subject to stock options exercisable within 60 days.

33
<PAGE> 36

(8) Includes 238,030 shares accumulated under the ESOP, and 57,600 shares
subject to stock options exercisable within 60 days.

(9) Includes 28,800 shares subject to stock options exercisable within 60 days,
and 62,400 shares owned by Mr. Baker's spouse separately and as custodian
for their children as to which Mr. Baker disclaims any beneficial
ownership. Such 62,400 shares are also included in the 817,200 shares
referred to in note (5), above. Also includes 22,426 shares accumulated
under the ESOP.

(10) Includes 134,976 shares accumulated under the ESOP, and 28,800 shares
subject to stock options exercisable within 60 days.

(11) Includes 138,234 shares accumulated under the ESOP, and 28,800 shares
subject to stock options exercisable within 60 days.

(12) Includes 64,413 shares accumulated under the ESOP, and 28,800 shares
subject to stock options exercisable within 60 days.

(13) Includes shares as to which Messrs. Adams and Baker disclaims any
beneficial ownership. See notes (5) and (9), above.

The shares of Common Stock accumulated in the ESOP, as indicated in notes
(6) through (12) above, also are included in the 4,054,800 shares as shown in
the table as owned by the ESOP.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 30,000,000 shares of
Common Stock, par value $0.01 per share, and 1,200,000 shares of Class A Common
Stock, par value $0.01 per share, of which 10,306,800 and 1,200,000 shares,
respectively, were issued and outstanding at October 3, 1996. Upon completion of
this offering, there will be outstanding 12,006,800 shares of Common Stock
(12,381,800 shares if the Underwriters' over-allotment option is exercised) and
1,200,000 shares of Class A Common Stock.

Dividends. Holders of shares of Capital Stock are entitled to receive such
dividends as may be declared by the Company's Board of Directors out of funds
legally available for such purpose. No dividend may be declared or paid in cash
or property on any share of any class of Capital Stock, however, unless
simultaneously the equivalent dividend is declared or paid on each share of the
other class of Capital Stock. However, any cash dividend payable upon a share of
Class A Common Stock shall be in an amount equal to 95% of any cash dividend
payable on a share of Common Stock. In the case of any stock dividend, holders
of Common Stock are entitled to receive the same percentage dividend (payable
only in shares of Common Stock) as the holders of Class A Common Stock receive
(payable only in shares of Class A Common Stock). See "Dividend Policy" as to
certain dividend restrictions under the Company's line of credit and loan
agreements.

Voting Rights. Holders of shares of Capital Stock vote as a single class
on all matters submitted to a vote of the stockholders, with each share of
Common Stock entitled to one vote and each share of Class A Common Stock
entitled to ten votes. Holders of Capital Stock have the right of cumulative
voting in the election of directors. Under Delaware law, the affirmative vote of
the holders of a majority of the outstanding shares of any class of Capital
Stock is required to approve, among other things, a change in the designations,
preferences and limitations of the shares of such class of Capital Stock. See
"Other Provisions," below.

Liquidation Rights. Upon liquidation, dissolution, or winding-up of the
Company, the holders of Common Stock are entitled to share ratably with the
holders of Class A Common Stock in all assets available for distribution after
payment in full of creditors.

Ownership of Class A Stock. The Class A Common Stock may only be issued to
Fred R. Adams, Jr., and members of his immediate family, including his spouse,
his natural children, his sons-in-law and his grandchildren. In the event any
share of Class A Common Stock, by operation of law or otherwise is, or shall be
deemed to be owned by any person other than Mr. Adams or a member of his
immediate family, the voting power of such stock will be reduced from ten votes
per share to one vote per share. Also, shares of Class A Common Stock shall be
automatically converted into Common Stock on a share per share basis in the
event

34
<PAGE> 37

the beneficial or record ownership of any such share of Class A Common Stock is
transferred, by any means, to any person other than Mr. Adams or a member of his
immediate family.

Other Provisions. Each share of Class A Common Stock is convertible, at
the option of its holder, into one share of Common Stock at any time. The
holders of Common Stock and Class A Common Stock are not entitled to preemptive
or subscription rights. The shares of Capital Stock presently outstanding are,
and the shares of Common Stock offered hereby will be, upon issuance, validly
issued, fully paid and nonassessable. In any merger, consolidation or business
combination, the consideration to be received per share by holders of Common
Stock must be identical to that received by holders of Class A Common Stock,
except that if any such transaction in which shares of Capital Stock are
distributed, such shares may differ as to voting rights to the extent that
voting rights now differ among the classes of Capital Stock. No class of Capital
Stock may be combined or subdivided unless the other classes of Capital Stock
are combined or subdivided in the same proportion.

TRANSFER AGENT

SunTrust Bank, Atlanta, of Atlanta, Georgia, will be the Transfer Agent and
Registrar for the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has not been a market for the Common Stock.
All of the outstanding shares of Class A Common Stock are owned by Fred R.
Adams, Jr., who does not plan to sell any of such shares.

Upon completion of this offering, there will be outstanding 12,006,800
shares of Common Stock (12,381,800 shares assuming exercise of the Underwriters'
over-allotment option). Of these shares, the 2,500,000 sold in this offering
will be freely tradeable without restriction (except as to affiliates of the
Company) or further registration under the Securities Act.

The remaining 9,506,800 shares of Common Stock outstanding upon completion
of this offering are "restricted securities" within the meaning of Rule 144
under the Securities Act, were issued and sold by the Company in private
transactions more than three years ago and may be publicly sold only if
registered under the Securities Act or sold in accordance with an applicable
exemption from registration, such as Rule 144. (The provisions of Rule 144 are
summarized below.) Of such outstanding shares, a total of 5,381,200 shares will
be beneficially owned by Fred R. Adams, members of his family and other
directors and executive officers deemed to be affiliates of the Company
(excluding a total of 1,137,711 shares accumulated under the ESOP for their
benefit); 4,054,800 shares will be owned by the ESOP; and the balance of 70,800
shares will be owned by other persons not deemed to be affiliates of the
Company.

Mr. Adams, the ESOP and the Company's directors and executive officers, who
upon completion of this offering will beneficially own an aggregate of 9,436,000
outstanding shares, have entered into lock-up agreements with the Underwriters
providing that they will not sell any shares of Common Stock owned by them,
without the prior written consent of the Representative, for a period of 90 days
after the date of this Prospectus. Therefore, upon completion of this offering,
70,800 shares of Common Stock will become eligible for resale in the public
market without restriction pursuant to Rule 144(k) as discussed below, and
beginning 90 days after the date of this Prospectus, 9,436,000 shares will
become eligible for resale in the public market, subject to the volume
limitations of Rule 144 described below. Future sales of substantial amounts of
Common Stock in the public market could adversely affect prevailing market
prices.

In general, under Rule 144, a person (or persons whose shares are
aggregated) who has beneficially owned restricted securities within the meaning
of Rule 144 ("Restricted Shares") for at least two years, including the holding
period of any securities which are converted into the Restricted Shares and
including the holding period of any prior owner except an affiliate, would be
entitled to sell within any three-month period a number of shares that does not
exceed the greater of one percent of the then outstanding shares of Common Stock
or the average weekly trading volume of the Common Stock on the NASDAQ National
Market during the four calendar weeks preceding such sale. Sales under Rule 144
are also subject to certain manner of sale

35
<PAGE> 38

provisions, notice requirements and the availability of current public
information about the Company. Any person (or persons whose shares are
aggregated) who is not deemed to have been an affiliate of the Company at any
time during the 90 days preceding a sale, and who has beneficially owned shares
for at least three years (including any period of ownership of preceding
non-affiliated holders), would be entitled to sell such shares under Rule 144(k)
without regard to the volume limitations, manner of sale provisions, public
information requirements or notice requirements.

The Company intends to file a registration statement under the Securities
Act covering the 800,000 shares of Common Stock issuable under the Company's
1993 Plan. See "Management -- Stock Option Plan." Such registration statement
will automatically become effective upon filing and, accordingly, shares
registered under such registration statement will be available for sale in the
open market, subject to vesting restrictions.

UNDERWRITING

The Underwriters named below, acting through Paulson Investment Company,
Inc., the Representative, have agreed, severally and not jointly, subject to the
terms and conditions contained in the Underwriting Agreement, to purchase the
Common Stock offered by this Prospectus from the Company and the Selling
Shareholder in the amounts set forth below:

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ----------------------------------------------------------------------------- ----------------
<S> <C>
Paulson Investment Company, Inc. ............................................

-------------
Total........................................................................ 2,500,000
=============
</TABLE>

The Underwriting Agreement provides that the Underwriters are obligated to
purchase all of the shares of the Common Stock offered by this Prospectus if any
shares are purchased. The Company and the Selling Stockholder have been advised
that the Underwriters propose to offer the Common Stock to the public initially
at the offering price shown on the cover page of this Prospectus and to selected
dealers, including Underwriters, at that price less a concession to be
determined by the Representative. After the initial public offering of the
Common Stock, the public offering price and other offering terms may be changed.

The Company has granted the Underwriters an option, exercisable by the
Representative during the 30-day period after the date of this Prospectus, to
purchase up to 375,000 additional shares on the same terms as the Common Stock
being purchased by the Underwriters from the Company. The Representative may
exercise this option only to cover over-allotments in the sale of the Common
Stock.

The Underwriters will purchase the Common Stock (including the shares
subject to the Underwriters' over-allotment option) offered hereby at a discount
equal to % of the public offering price, or $ per share.

The Representative will also receive at the Closing a non-accountable
expense allowance equal to 2% of the aggregate initial public offering price of
the Common Stock sold in the offering.

The Company has agreed to issue to the Representative warrants (the
"Representative's Warrants") to purchase up to 250,000 shares of Common Stock.
The Representative's Warrants are exercisable for a period of four years
beginning one year from the date of this Prospectus at a price of $ per
share and are nontransferable except (i) to any of the Underwriters or to
individuals who are either an officer or a partner of an Underwriter or (ii) by
will or the laws of descent and distribution. The holders of the
Representative's Warrants will have, in that capacity, no voting, dividend or
other shareholder rights. Any profits realized by the

36
<PAGE> 39

Representative on the sale of the Common Stock issuable on exercise of the
Representatives' Warrants may be deemed to be additional underwriting
compensation.

The shares of Common Stock underlying the Representative's Warrants are
being registered on the Registration Statement of which this Prospectus is a
part. The Company has agreed to maintain an effective registration statement
with respect to such shares to permit their resale at all times during the
period in which the Representative's Warrants are exercisable. The sale of the
shares issuable upon exercise of the Representative's Warrants could dilute the
interests of the other holders of Common Stock and the existence of the
Representative's Warrants may make the raising of additional capital by the
Company more difficult. At any time at which exercise of the Representative's
Warrants might be expected, it is likely that the Company could raise additional
capital on terms more favorable than the terms of the Representative's Warrants.

All officers, directors and 5% stockholders of the Company have agreed not
to sell any Common Stock of the Company owned by such person, pursuant to Rule
144 under the Securities Act or otherwise, and the Company has agreed not to
sell any Common Stock (other than shares issuable upon the exercise of options
under the 1993 plan), without the prior written consent of the Representative,
for a period of 90 days after the date of this Prospectus.

In addition, the Company and the Selling Stockholder have agreed to
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act, and to contribute in certain events to any liabilities
incurred by the Underwriters in connection with the sale of the Common Stock.

DETERMINATION OF OFFERING PRICE

Prior to this offering, there has been no public market for the Common
Stock. Consequently, the public offering price of the shares has been determined
by negotiation between the Company and the Underwriters. Factors considered in
determining the public offering price of the Common Stock included the Company's
net worth and earnings, the amount of dilution per share of Common Stock to the
public investors, prospects for the industry in which the Company operates, the
present state of the Company's activities and the general condition of the
securities markets at the time of the offering.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Wells, Moore, Simmons & Neeld, PLLC, Jackson,
Mississippi. Freedman, Levy, Kroll & Simonds, Washington, D.C, have acted as
special counsel to the Company with respect to legal matters under the federal
securities laws. Certain legal matters in connection with this offering will be
passed upon for the Underwriters by Morse, Zelnick, Rose & Lander, LLP, New
York, New York.

EXPERTS

The consolidated financial statements of the Company as of June 3, 1995 and
June 1, 1996, and for each of the three years in the period ended June 1, 1996,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein and are included in reliance upon such report, given
on the authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-1 under the
Securities Act with respect to the shares of Common Stock being offered by this
Prospectus. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain portions of which are omitted in accordance
with the rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such

37
<PAGE> 40

contract or other document filed as an exhibit to the Registration Statement of
which this Prospectus forms a part, and each such statement is qualified in all
respects by such reference and the exhibits and schedules thereto.

The Company is subject to the information and reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. The
Registration Statement, the exhibits and schedules forming a part thereof and
the reports and other information filed by the Company with the Commission in
accordance with the Exchange Act can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and should also be available for
inspection and copying at the following regional offices of the Commission: 75
Park Place, 14th Floor, New York, New York 10007; and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

38
<PAGE> 41

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS OF CAL-MAINE FOODS, INC.:
Report of Independent Auditors...................................................... F-2
Consolidated balance sheets as of June 3, 1995, June 1, 1996 and August 31, 1996
(unaudited)...................................................................... F-3
Consolidated statements of operations for the fiscal years ended May 28, 1994, June
3, 1995 and June 1, 1996 and the 13 weeks ended September 2, 1995 (unaudited) and
August 31, 1996 (unaudited)...................................................... F-4
Consolidated statements of changes in stockholders' equity for the fiscal years
ended May 28, 1994, June 3, 1995 and June 1, 1996 (unaudited) and the 13 weeks
ended August 31, 1996 (unaudited)................................................ F-5
Consolidated statements of cash flows for the fiscal years ended May 28, 1994, June
3, 1995 and June 1, 1996 and the 13 weeks ended September 2, 1995 (unaudited) and
August 31, 1996 (unaudited)...................................................... F-6
Notes to consolidated financial statements.......................................... F-7
</TABLE>

F-1
<PAGE> 42

REPORT OF INDEPENDENT AUDITORS

THE BOARD OF DIRECTORS
CAL-MAINE FOODS, INC.

We have audited the accompanying consolidated balance sheets of Cal-Maine
Foods, Inc. and subsidiaries as of June 3, 1995 and June 1, 1996, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended June 1, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Cal-Maine
Foods, Inc. and subsidiaries at June 3, 1995 and June 1, 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended June 1, 1996, in conformity with generally
accepted accounting principles.

Ernst & Young LLP

Jackson, Mississippi
July 22, 1996, except for Note 12, as to
which the date is October 3, 1996

F-2
<PAGE> 43

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

JUNE 3, JUNE 1, AUGUST 31,
1995 1996 1996
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................................... $ 3,050 $ 3,959 $ 4,688
Receivables:
Trade receivables, less allowance for doubtful accounts of $34 at June 3,
1995 and $31 and $109 (unaudited) at June 1 and August 31, 1996 (Note
7)..................................................................... 10,173 13,387 13,550
Other.................................................................... 590 160 171
-------- -------- ---------
10,763 13,547 13,721
Recoverable federal and state income taxes................................... 1,462 460 460
Inventories (Notes 4 and 7).................................................. 38,370 40,969 40,684
Prepaid expenses and other current assets.................................... 1,112 1,513 1,892
-------- -------- ---------
Total current assets............................................................. 54,757 60,448 61,445
Other assets:
Notes receivable and investments............................................. 4,338 5,318 5,373
Other........................................................................ 937 529 503
-------- -------- ---------
5,275 5,847 5,876
Property, plant and equipment, less accumulated depreciation (Notes 5 and 7)..... 85,713 82,426 81,841
Leased property under capital leases, less accumulated amortization (Note 6)..... 1,657 1,270 1,189
-------- -------- ---------
Total assets..................................................................... $147,402 $149,991 $ 150,351
======== ======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to banks....................................................... $ 15,500 $ -- $ --
Trade accounts payable....................................................... 11,643 13,780 13,792
Accrued wages and benefits................................................... 3,398 4,077 3,004
Accrued expenses and other liabilities....................................... 1,325 2,237 2,689
Current maturities of:
Long-term debt........................................................... 3,888 3,807 4,075
Capitalized lease obligations............................................ 281 450 301
-------- -------- ---------
4,169 4,257 4,376
-------- -------- ---------
Current liabilities, exclusive of deferred income taxes.......................... 36,035 24,351 23,861
Deferred income taxes............................................................ 8,630 9,355 9,355
-------- -------- ---------
Total current liabilities........................................................ 44,665 33,706 33,216
Long-term debt, less current maturities (Note 7)................................. 58,645 58,214 57,460
Capitalized lease obligations, less current maturities (Note 6).................. 1,397 955 1,030
Deferred expenses (Note 8)....................................................... 1,503 1,561 2,014
Deferred income taxes (Note 9)................................................... 3,720 7,655 7,655
-------- -------- ---------
Total liabilities................................................................ 109,930 102,091 101,375
Commitments and contingencies (Note 10)
Stockholders' equity (Note 12):
Common stock, $1 par value at June 3, 1995 and June 1, 1996 and $0.01 par
value (unaudited) at August 31, 1996 (Note 8):
Authorized shares -- 15,000 at June 3, 1995 and June 1, 1996 and
30,000,000 (unaudited) at August 31, 1996..............................
Issued and outstanding shares -- 14,196 at June 3, 1995 and June 1, 1996
and 15,835,200 (unaudited) at August 31, 1996.......................... 14 14 158
Class A Common stock, $1 par value at June 3, 1995 and June 1, 1996 and $0.01
par value (unaudited) at August 31, 1996 (Note 8):
Authorized shares -- None at June 3, 1995 and June 1, 1996 and 1,200,000
(unaudited) at August 31, 1996.........................................
Issued and outstanding shares -- None at June 3, 1995 and June 1, 1996
and 1,200,000 (unaudited) at August 31, 1996........................... -- -- 12
Paid-in capital.............................................................. 8,386 8,385 8,229
Retained earnings............................................................ 36,133 47,058 48,155
Common stock in treasury (4,483 shares at June 3, 1995, 4,602 shares at June
1, 1996 and 5,528,400 (unaudited) shares at August 31, 1996)............... (5,367) (5,863) (5,884)
Note receivable -- stockholder............................................... (1,694) (1,694) (1,694)
-------- -------- ---------
Total stockholders' equity....................................................... 37,472 47,900 48,976
-------- -------- ---------
Total liabilities and stockholders' equity....................................... $147,402 $149,991 $ 150,351
======== ======== =========
</TABLE>

See accompanying notes.

F-3
<PAGE> 44

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED 13 WEEKS ENDED
-------------------------------- --------------------
MAY 28, JUNE 3, JUNE 1, SEPT. 2, AUG. 31,
1994 1995 1996 1995 1996
-------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales................................... $254,713 $242,649 $282,844 $ 56,219 $ 65,563
Cost of sales............................... 225,227 223,965 230,850 51,385 55,712
-------- -------- -------- -------- --------
Gross profit................................ 29,486 18,684 51,994 4,834 9,851
Selling, general and administrative......... 26,094 27,934 29,653 6,569 7,140
-------- -------- -------- -------- --------
Operating income (loss)..................... 3,392 (9,250) 22,341 (1,735) 2,711
Other income (expense):
Interest expense (Note 7).............. (4,318) (5,052) (5,487) (1,457) (1,116)
Equity in income of affiliate (Note
3)................................... 283 24 721 29 64
Other.................................. 1,238 993 (190) 562 135
-------- -------- -------- -------- --------
(2,797) (4,035) (4,956) (866) (917)
-------- -------- -------- -------- --------
Income (loss) before income taxes........... 595 (13,285) 17,385 (2,601) 1,794
Income tax expense (benefit) (Note 9)....... 371 (4,600) 6,460 (966) 697
-------- -------- -------- -------- --------
Net income (loss)........................... $ 224 $ (8,685) $ 10,925 $ (1,635) $ 1,097
======== ======== ======== ======= =======
Net income (loss) per common share.......... $ .02 $ (.74) $ .94 $ (.14) $ .10
======== ======== ======== ======= =======
</TABLE>

See accompanying notes.

F-4
<PAGE> 45

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
CLASS
A COMMON NOTE
COMMON COMMON PAID-IN RETAINED STOCK IN RECEIVABLE --
STOCK STOCK CAPITAL EARNINGS TREASURY STOCKHOLDER TOTAL
------ ------ ------- -------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at May 29, 1993........... $ 14 $-- $8,387 $44,594 $ (4,914) $(1,694) $46,387
Purchases of common stock for
treasury...................... -- -- -- -- (122) -- (122)
Net income for 1994............. -- -- -- 224 -- -- 224
----- --- ------ ------- -------- ------- -------
Balance at May 28, 1994........... 14 -- 8,387 44,818 (5,036) (1,694) 46,489
Redemption of fractional shares
of common stock............... -- -- (1) -- -- -- (1)
Purchases of common stock for
treasury...................... -- -- -- -- (331) -- (331)
Net loss for 1995............... -- -- -- (8,685) -- -- (8,685)
----- --- ------ ------- -------- ------- -------
Balance at June 3, 1995........... 14 -- 8,386 36,133 (5,367) (1,694) 37,472
Redemption of fractional shares
of common stock............... -- -- (1) -- -- -- (1)
Purchases of common stock for
treasury...................... -- -- -- -- (496) -- (496)
Net income for 1996............. -- -- -- 10,925 -- -- 10,925
----- --- ------ ------- -------- ------- -------
Balance at June 1, 1996........... 14 -- 8,385 47,058 (5,863) (1,694) 47,900
Exchange of common stock for
Class A common stock
(unaudited)................... (1) 1 -- -- -- -- --
Stock split..................... 145 11 (156) -- -- -- --
Purchase of common stock for
treasury (unaudited).......... -- -- -- -- (21) -- (21)
Net income for the 13 weeks
ended August 31, 1996
(unaudited)................... -- -- -- 1,097 -- -- 1,097
----- --- ------ ------- -------- ------- -------
Balance at August 31, 1996
(unaudited)..................... $158 $12 $8,229 $48,155 $ (5,884) $(1,694) $48,976
===== === ====== ======= ======== ======= =======
</TABLE>

See accompanying notes.

F-5
<PAGE> 46

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED 13 WEEKS ENDED
-------------------------------- --------------------
MAY 28, JUNE 3, JUNE 1, SEPT. 2, AUG. 31,
1994 1995 1996 1995 1996
-------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss).................................... $ 224 $ (8,685) $ 10,925 $ (1,635) $ 1,097
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization.................... 9,148 9,894 10,444 2,577 2,559
Provision for doubtful accounts.................. 21 4 41 -- 78
Provision for deferred income taxes.............. 2,210 (3,210) 4,660 -- --
Equity in income of affiliate.................... (283) (24) (721) (29) (64)
(Gain) loss on sales of property, plant and
equipment...................................... 145 (873) 956 (181) (47)
Increase in deferred compensation................ 60 60 60 15 15
Change in operating assets and liabilities, net of
effects from purchases of shell egg production and
processing businesses in 1994 and 1995:
(Increase) decrease in receivables and other
assets......................................... (3,694) 2,388 (2,220) (1,562) (605)
(Increase) decrease in inventories............... (976) 2,205 (2,599) (1,316) 285
Increase (decrease) in accounts payable, accrued
expenses and deferred expenses................. 823 (2,033) 3,728 (1,117) (171)
-------- -------- -------- -------- --------
Net cash provided by (used in) operating
activities......................................... 7,678 (274) 25,274 (3,248) 3,147
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment........... (15,563) (15,944) (8,768) (2,427) (2,112)
Purchases of shell egg production and processing
businesses......................................... (12,194) (2,883) -- -- --
Payments received on notes receivable and from
investments........................................ 606 136 513 8 9
Increase in note receivable and investments.......... (10) (40) (13) -- --
Net proceeds from sales of property, plant and
equipment.......................................... 959 1,292 687 246 266
-------- -------- -------- -------- --------
Net cash used in investing activities................ (26,202) (17,439) (7,581) (2,173) (1,837)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (payments) under line of credit....... -- 15,500 (15,500) 8,000 --
Long-term borrowings................................. 17,745 6,000 5,050 -- 1,000
Principal payments on long-term debt and capital
leases............................................. (4,586) (5,432) (5,835) (1,301) (1,560)
Purchases of common stock for treasury............... (121) (332) (497) (60) (21)
Redemption of fractional shares of common stock...... -- (1) (2) -- --
-------- -------- -------- -------- --------
Net cash provided by (used in) financing
activities......................................... 13,038 15,735 (16,784) 6,639 (581)
-------- -------- -------- -------- --------
Increase (decrease) in cash and cash equivalents..... (5,486) (1,978) 909 1,218 729
Cash and cash equivalents at beginning of period..... 10,514 5,028 3,050 3,050 3,959
-------- -------- -------- -------- --------
Cash and cash equivalents at end of period........... $ 5,028 $ 3,050 $ 3,959 $ 4,268 $ 4,688
======== ======== ======== ======== ========
Non-cash investing and financing activities:
Notes received from sales of properties.......... $ -- $ 330 $ 664 $ -- $ --
======== ======== ======== ======== ========
Capital lease obligations for equipment.......... $ 914 $ 676 $ -- $ -- $ --
======== ======== ======== ======== ========
</TABLE>

See accompanying notes.

F-6
<PAGE> 47

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

JUNE 1, 1996

1. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Cal-Maine
Foods, Inc. and its subsidiaries ("the Company") all of which are wholly-owned.
All significant intercompany transactions and accounts have been eliminated in
consolidation.

Business

The Company is engaged in the production, processing and distribution of
shell eggs and egg products and livestock operations. The Company's operations
are significantly affected by market price fluctuation of its principal products
sold, shell eggs, and the costs of its principal ingredients, corn and other
grains. In fiscal year 1996, corn prices were historically high, which adversely
affected cost of goods sold. Management anticipates that corn prices may remain
abnormally high in fiscal year 1997, at least through the harvesting of the 1996
crops, which will have an adverse effect on the fiscal 1997 cost of goods sold.

Primarily all of the Company's sales are to wholesale egg and egg products
buyers in the southwestern, southeastern, midwestern and mid-Atlantic regions of
the United States. Credit is extended based upon an evaluation of each
customer's financial condition and credit history and generally collateral is
not required. Credit losses have consistently been within management's
expectations.

Use of Estimates

The preparation of the consolidated financial statements in conformity with
general accepted accounting principles requires management to make estimates and
assumptions that affect the amount reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

Inventories

Inventories of eggs, feed, supplies and livestock are valued principally at
the lower of cost (first-in, first-out method) or market.

The cost associated with flocks are accumulated during a growing period of
approximately 18 weeks and amortized over the productive lives of the flocks.

Property, Plant and Equipment

Property, plant and equipment is stated at cost. Depreciation is provided
by the straight-line method over the estimated useful lives.

Income Taxes

Income taxes have been provided using the liability method in accordance
with FASB Statement No. 109, "Accounting for Income Taxes". Deferred income
taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.

F-7
<PAGE> 48

1. SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
Stock Based Compensation

The Company grants stock options for a fixed number of shares to employees
with an exercise price equal to or above the fair value of the shares at the
date of the grant. The Company accounts for stock option grants in accordance
with APB Opinion No. 25, "Accounting for Stock Issued to Employees," and,
accordingly, recognizes no compensation expense for the stock option grants.

Net Income Per Common Share

Net income per common share is based upon the weighted average number of
common shares outstanding of 11,760,000, 11,700,000, 11,584,000, 11,647,000
(unaudited) and 11,509,000 (unaudited) during fiscal 1994, 1995, 1996, and for
the 13 weeks ended August 31, 1995 and 1996, respectively (see Note 12).

Impact of Recently Issued Accounting Standards

In March 1995, the FASB issued Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed" which
requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. Statement 121 also addresses the accounting for long-lived
assets that are expected to be disposed. The Company adopted Statement 121 in
fiscal 1997, the effect of which was not material (unaudited) to the Company's
financial position or operations.

Fiscal Year

The Company's fiscal year-end is on the Saturday nearest May 31 which was
May 28, 1994, June 3, 1995 and June 1, 1996 for the most recent three years.

Reclassifications

Certain reclassifications have been made to the fiscal 1994 and fiscal 1995
consolidated financial statements to conform to the fiscal 1996 presentation.

2. ACQUISITION

In June 1994, the Company purchased, for $2,883, certain inventories, land
and equipment of a shell egg production and processing business and accounted
for the transaction as a purchase. In connection with the purchase, the Company
leased substantially all facilities and certain equipment of the business under
an operating lease with monthly rentals of $79 through May 1998. The Company may
renew the lease for three years with monthly rentals of $79 through May 2001.
The Company has the option to purchase the facilities and equipment for
approximately $3,820 after fiscal 1999 or $1,750 after fiscal 2002.

In July 1993, the Company acquired certain operating assets of a shell egg
production and processing business for $12,194. The transaction was accounted
for as a purchase.

The operating results of these assets acquired are included in the
consolidated statements of operations of the Company for the periods subsequent
to the acquisition dates. Prior operations of these assets acquired are
immaterial to the Company's net sales, net income (loss) and net income (loss)
per common share for the fiscal years ended May 28, 1994 and June 3, 1995.

3. INVESTMENT IN AFFILIATE

The Company is a fifty percent owner of BCM Egg Company ("BCM"), a
partnership. Equity in earnings of $283, $24, $721, $29 (unaudited) and $64
(unaudited) from BCM have been included in the consolidated statements of
operations in fiscal 1994, 1995, 1996 and the 13 weeks ended August 31, 1995 and

F-8
<PAGE> 49

3. INVESTMENT IN AFFILIATE -- (CONTINUED)
1996, respectively. The Company purchased approximately $8,046, $7,492, $9,929,
$1,980 (unaudited) and $2,745 (unaudited) of eggs from BCM during each of those
periods, which represented a significant percentage of BCM's sales.

4. INVENTORIES

Inventories consisted of the following:

JUNE 3, JUNE 1, AUGUST 31,
1995 1996 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Flocks................................................. $22,154 $23,501 $24,748
Eggs and egg products.................................. 3,953 3,127 4,150
Feed and supplies...................................... 7,932 10,424 7,888
Livestock.............................................. 4,331 3,917 3,898
------- ------- -------
$38,370 $40,969 $40,684
======= ======= =======
</TABLE>

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

JUNE 3, JUNE 1, AUGUST 31,
1995 1996 1996
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Land and improvements................................ $ 17,789 $ 18,854 $ 19,496
Buildings and improvements........................... 47,511 48,830 49,048
Machinery and equipment.............................. 66,993 68,836 70,318
Construction-in-progress............................. 7,850 3,617 2,896
-------- -------- ---------
140,143 140,137 141,758
Less accumulated depreciation and amortization....... 54,430 57,711 59,917
-------- -------- ---------
$ 85,713 $ 82,426 $ 81,841
======== ======== =========
</TABLE>

6. LEASES

Leased property under capital leases consisted of the following:

JUNE 3, JUNE 1, AUGUST 31,
1995 1996 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Machinery and equipment.................................. $ 2,100 $ 2,100 $ 2,100
Less accumulated amortization............................ 443 830 911
------- ------- -------
$ 1,657 $ 1,270 $ 1,189
======= ======= =======
</TABLE>

F-9
<PAGE> 50

6. LEASES -- (CONTINUED)
Future minimum payments under capital leases and noncancelable operating
leases that have initial or remaining noncancelable terms in excess of one year
at June 1, 1996 are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
------ ---------
<S> <C> <C>
1997............................................................... $ 534 $ 2,786
1998............................................................... 303 2,574
1999............................................................... 303 1,428
2000............................................................... 322 1,008
2001............................................................... 152 584
Thereafter......................................................... -- 362
------ -------
Total minimum lease payments.................................. 1,614 $ 8,742
=======
Less amount representing interest (rates from 7.25% to 9.0%)....... 209
------
Present value of minimum lease payments............................ 1,405
Less amounts due within one year................................... 450
------
Amounts due after one year......................................... $ 955
======
</TABLE>

Substantially all of the leases provide that the Company pay taxes,
maintenance, insurance and certain other operating expenses applicable to the
leased assets. The Company has guaranteed under certain operating leases the
residual value of transportation equipment at the expiration of the leases. Rent
expense was $2,443, $3,726, $3,901, $933 (unaudited) and $1,000 (unaudited) in
fiscal 1994, 1995, 1996 and for the 13 weeks ended August 31, 1995 and 1996,
respectively. Included in rent expense are vehicle rents totaling $1,407,
$1,726, $1,718, $427 (unaudited) and $451 (unaudited) in fiscal 1994, 1995, 1996
and for the 13 weeks ended August 31, 1995 and 1996, respectively.

F-10
<PAGE> 51

7. CREDIT FACILITIES AND LONG-TERM DEBT

Long-term debt consisted of the following:

JUNE 3, JUNE 1, AUGUST 31,
1995 1996 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Note payable at 6.62%; due in monthly installments of $130,
plus interest, maturing in 2000.............................. $17,450 $15,890 $15,245
Note payable at 7.64%; due in monthly installments of $114,
including interest, maturing in 2003......................... 11,562 11,053 10,919
Note payable at federal funds rate plus 1.65%; due in quarterly
installments of $298, plus interest, maturing in 2000........ 11,273 10,079 9,780
Note payable, 9.625%; due in monthly installments of $60, plus
interest, maturing in 2001................................... 8,205 7,485 7,320
Note payable at 7.75%; due in monthly installment of $55, plus
interest, maturing in 2003................................... 4,265 8,655 8,490
Note payable, federal funds rate plus 1.5%; due in quarterly
installments of $36, plus interest, maturing in 2000......... 786 643 607
Note payable at 8.69%; due in monthly installments of $8,
including interest, maturing in 2001......................... 451 392 377
Note payable at 6.61%; due in monthly installments of $7,
including interest, maturing in 2000......................... 400 335 319
Note payable at 4%; due in monthly installments of $4,
including interest, maturing in 1999......................... 191 149 138
Industrial revenue bonds....................................... 7,950 7,340 8,340
------- ------- -------
62,533 62,021 61,535
Less current maturities........................................ 3,888 3,807 4,075
------- ------- -------
$58,645 $58,214 $57,460
======= ======= =======
</TABLE>

The industrial revenue bonds with principal balances of $5,040, $2,300 and
$1,000 at August 31, 1996 are due November 1, 2005, May 1, 2006 and April 1,
2011, respectively, with interest due monthly at variable rates (6.15% at June
3, 1995 and 5.60% at June 1, 1996). The bonds have been issued by local county
authorities and, under their terms, are redeemable at the option of the Company
on a monthly basis subject to certain mandatory redemption requirements. The
bonds are collateralized by letters of credit of approximately $7,500.

The aggregate annual maturities of long-term debt at June 1, 1996 are as
follows:

<TABLE>
<S> <C>
1997....................................................... $ 3,807
1998....................................................... 4,979
1999....................................................... 5,393
2000....................................................... 15,129
2001....................................................... 14,590
Thereafter................................................. 18,123
-------
$62,021
=======
</TABLE>

The Company has a $35,000 line of credit with three banks, of which all was
unused at June 1, 1996. The line of credit is limited in availability based upon
the levels of accounts receivable and inventories. Borrowings under the line of
credit bear interest at 1.5% above the federal funds rate or LIBOR, at the
Company's option. Facilities fees of .25% per annum are payable quarterly on the
unused portion of the line.

Substantially all trade receivables and inventories collateralize the line
of credit and property, plant and equipment collateralize the long-term debt.
The Company is required, by certain provisions of the loan

F-11
<PAGE> 52

7. CREDIT FACILITIES AND LONG-TERM DEBT -- (CONTINUED)
agreements, to maintain minimum levels of working capital and net worth; to
limit dividends, capital expenditures and additional long-term borrowings; and
to maintain various current and debt-to-equity ratios. Additionally, the chief
executive officer of the Company, or his family, must maintain ownership of not
less than 50% of the outstanding voting power represented by the capital stock
of the Company. The Company was in compliance with these provisions as of June
1, 1996.

Interest of $3,780, $5,594, $5,910, $1,557 (unaudited) and $1,161
(unaudited) was paid during fiscal 1994, 1995, 1996 and for the 13 weeks ended
August 31, 1995 and 1996, respectively. Interest of $208, $438, $305, $100
(unaudited) and $45 (unaudited) was capitalized for construction of certain
facilities during fiscal 1994, 1995, 1996 and for the 13 weeks ended August 31,
1995 and 1996, respectively.

8. EMPLOYEE BENEFIT PLANS

The Company has a self-insured medical plan covering substantially all
full-time employees. The plan contains certain stop-loss provisions for losses
greater than specified amounts, which are covered by insurance carriers. The
Company's contributions under the plan were approximately $1,700, $2,100,
$3,130, $587 (unaudited) and $776 (unaudited) in fiscal 1994, 1995, 1996 and the
13 weeks ended August 31, 1995 and 1996, respectively.

The Company has a 401(k) plan which covers substantially all employees.
Participants in the Plan may contribute up to the maximum allowed by Internal
Revenue Service regulations.

The Company has an employee stock ownership plan (ESOP) that covers
substantially all employees. The Company's contributions are determined by the
Board of Directors and may be made in cash or common stock. The contributions
vest 20% annually beginning with the participant's third year of service. The
Company's contributions to the plan were approximately $911, $808, $992, $268
(unaudited) and $295 (unaudited) in fiscal 1994, 1995, 1996 and the 13 weeks
ended August 31, 1995 and 1996, respectively.

The Company has deferred compensation agreements with certain officers for
payments to be made over specified periods beginning when the officers reach age
65. Amounts expensed for these agreements totaled $60 in fiscal 1994, 1995,
1996, respectively, and $15 (unaudited) for the 13 weeks ended August 31, 1995
and 1996, respectively.

The Company has reserved 800,000 shares under its 1993 Stock Option Plan.
In August 1993, options to purchase 504,000 shares of common stock were granted
to certain officers of the Company at $3.42 per share which was the estimated
fair value of the common stock at the date of grant. The options vest annually
over five years after one year from the grant date. Total options exercisable at
June 1, 1996 and August 31, 1996 were 201,600 shares and 302,400 shares
(unaudited), respectively.

F-12
<PAGE> 53

9. INCOME TAXES

Income tax expense (benefit) consisted of the following:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------------------
MAY 28, JUNE 3, JUNE 1,
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
Current:
Federal...................................... $(1,839) $(1,390) $ 1,700
State........................................ -- -- 100
------- ------- -------
(1,839) (1,390) 1,800
Deferred:
Federal...................................... 2,170 (2,810) 4,020
State........................................ 40 (400) 640
------- ------- -------
2,210 (3,210) 4,660
------- ------- -------
$ 371 $(4,600) $ 6,460
======= ======= ======
</TABLE>

Significant components of the Company's deferred tax liabilities were as
follows:

<TABLE>
<CAPTION>
JUNE 3, JUNE 1,
1995 1996
------- -------
<S> <C> <C>
Current deferred tax liabilities:
Inventories.................................................. $ 8,460 $ 9,330
Prepaid expenses............................................. 245 235
Accrued expenses............................................. -- (200)
Other........................................................ (75) (10)
------- -------
Total current deferred tax liabilities............................ 8,630 9,355
Long-term deferred tax liabilities:
Property, plant and equipment................................ 5,370 5,830
Investments.................................................. 235 385
Deferred compensation........................................ (295) (300)
State net operating loss carryforwards....................... (560) (255)
Alternative minimum tax credit carryforwards................. -- (1,105)
Federal net operating loss carryforward...................... (4,130) --
Cash basis temporary differences............................. 3,100 3,100
------- -------
Total long-term deferred tax liabilities.......................... 3,720 7,655
------- -------
Total deferred tax liabilities.................................... $12,350 $17,010
======= =======
</TABLE>

Effective May 29, 1988, the Company could no longer use cash basis
accounting for its farming subsidiary because of tax law changes. The taxes on
the cash basis temporary differences as of that date will not be payable under
current tax laws provided there are no changes in ownership control and future
annual revenues of the farming subsidiary exceed 1988 revenues. Management does
not anticipate the payment of such taxes related to these cash basis timing
differences during 1997.

F-13
<PAGE> 54

9. INCOME TAXES -- (CONTINUED)
The differences between income tax expense at the Company's effective
income tax rate and income tax expense (benefit) at the statutory federal income
tax rate were as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED 13 WEEKS ENDED
----------------------------- --------------------------
MAY 28, JUNE 3, JUNE 1, SEPTEMBER 2, AUGUST 31,
1994 1995 1996 1995 1996
------- ------- ------- ------------ ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Statutory federal income tax (benefit).............. $ 202 $(4,517) $5,911 $ (884) $ 610
State income taxes, net (benefit)................... 26 (268) 488 (73) 50
Other, net.......................................... 143 185 61 (9) 37
----- ------- ------ ------ ------
$ 371 $(4,600) $6,460 $ (966) $ 697
===== ======= ====== ====== ======
</TABLE>

Federal and state income taxes of $2,370, $294, $1,985 and $257 (unaudited)
were paid in fiscal 1994, 1995 and 1996, and the 13 weeks ended August 31, 1996,
respectively. Federal and state income taxes of $51, $3,267, $1,500 and $27
(unaudited) were refunded in fiscal 1994, 1995 and 1996, and the 13 weeks ended
August 31, 1996, respectively.

10. COMMITMENTS AND CONTINGENCIES

The Company has begun construction on operating facilities with an
estimated total cost of $16,000 of which $2,200 (unaudited) was expended as of
August 31, 1996. The cost to complete the facilities will be primarily funded by
future advances from industrial revenue bonds totaling $13,500 of which $1,000
(unaudited) was advanced as of August 31, 1996. Principal payments of $90 plus
interest are due monthly beginning November 1, 1998 through April 2011. Interest
is payable monthly at a fixed rate based upon the average-life US Treasury rate
plus 2% at the date funds are received.

The Company is the defendant in certain legal actions. It is the opinion of
management, based on advise of legal counsel, that the outcome of these actions
will not have a material adverse effect on the Company's financial position.

11. FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts reported in the balance sheet for cash and cash
equivalents, notes receivable and investments, long-term debt and capitalized
leases approximate their carrying value. The fair values for notes receivables,
long-term debt and capitalized leases are estimated using discounted cash flow
analysis, based on the Company's current incremental borrowing rates for similar
types of borrowing arrangements.

12. SUBSEQUENT EVENTS

The Company intends to file a registration statement with the Securities
and Exchange Commission covering 1,700,000 shares of common stock to be sold by
the Company in an underwritten public offering. Effective July 29, 1996, the
Board of Directors adopted and the shareholders approved an amendment to the
Company's certificate of incorporation that authorized 14,000 shares of Class A
common stock and 1,000 shares of Class B common stock, both with $1.00 par
value. Effective September 24, 1996, the Board of Directors adopted and the
shareholders approved an amendment to the Company's certificate of incorporation
to reclassify both classes of common stock and increase the authorized shares to
30,000,000 shares of common stock and 1,200,000 shares of Class A common, each
class with a par value of $.01 per share. Effective October 3, 1996, the Company
completed a 1200-for-1 stock split of its common stock and Class A common stock.
The unaudited August 31, 1996 stockholders' equity balances have been restated
and the net income (loss) per common share have been restated for each period
presented to reflect these transactions.

F-14
<PAGE> 55

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF, OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE SUCH DATE.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 6
Use of Proceeds....................... 9
Dividend Policy....................... 10
Capitalization........................ 11
Dilution.............................. 12
Selected Historical Consolidated
Financial Information............... 13
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 14
Business.............................. 19
Management............................ 27
Certain Transactions.................. 31
Principal and Selling Stockholders.... 33
Description of Capital Stock.......... 34
Shares Eligible for Future Sale....... 35
Underwriting.......................... 36
Legal Matters......................... 37
Experts............................... 37
Additional Information................ 37
Index to Financial Statements......... F-1
</TABLE>

------------------------
UNTIL , 1996, ALL DEALERS EFFECTING TRANSACTIONS IN
THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION,
MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION
OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[CAL-MAINE FOODS LOGO]

CAL-MAINE FOODS, INC.

2,500,000 SHARES

COMMON STOCK
(PAR VALUE $0.01 PER SHARE)

------------------------
PROSPECTUS
------------------------

PAULSON INVESTMENT
COMPANY, INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 56

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (TO BE COMPLETED BY
AMENDMENT)

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates (rounded
to the next dollar) except the Securities and Exchange Commission registration
fee and the NASD filing fee.

<TABLE>
<S> <C>
SEC Registration Fee.............................................. $ 7,216
NASD Filing Fee................................................... 2,882
NASDAQ Listing Fee................................................ 47,517
Blue Sky Fees and Expenses........................................ 10,000
Representative's Expense Allowance*............................... 350,000
Transfer Agent and Registrar Fees................................. 2,000
Accounting Fees and Expenses...................................... 35,000
Legal Fees and Expenses........................................... 175,000
Printing and Engraving............................................ 60,000
Miscellaneous..................................................... 12,135
--------
Total................................................... $701,750
========
</TABLE>

-----------------------
* Assumes initial public offering price of $7.00 per share and
the non-exercise of the Underwriters' over-allotment option.

Of the above expenses, approximately $585,132 will be paid by the Company
and $116,618 by the Selling Stockholder.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant may indemnify its directors, officers and certain other
persons to the full extent permitted by Section 145 of the Delaware General
Corporation Law, as amended from time-to-time.

Section 10 of the Registrant's Amended and Restated Certificate of
Incorporation provides as follows:

No director of the corporation shall have any personal liability to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that this section shall
not eliminate or limit the liability of a director (i) for any breach of a
director's duty or loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit. The limitation of
liability shall not eliminate or limit the liability of any director for
any act or omission occurring prior to the date upon which this provision
becomes effective.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Not applicable

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
- ----------- ---------------------------------------------------------------------------------
<C> <S>
1 Form of Underwriting Agreement.
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
</TABLE>

II-1
<PAGE> 57

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
- ----------- ---------------------------------------------------------------------------------
<S> <C>
3.2 By-Laws of the Registrant, as amended.
4.1 Specimen certificate for shares of Common Stock, par value $0.01 per share, of
the Registrant.
4.2 Form of Warrant Agreement (including form of Common Stock Purchase Warrant).
5 Opinion of Wells, Moore, Simmons & Neeld.
10.1 Amended and Restated Term Loan Agreement, dated as of May 29, 1990, between Cal-
Maine Foods, Inc. and Cooperative Centrale Raiffeisen -- Boerenleenbank B.A.,
"Rabobank Nederland," New York Branch, and Amended and Restated Revolving Credit
Agreement among Cal-Maine Foods, Inc., and Barclays Bank PLC (New York) and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., dated as of 29 May 1990,
and amendments thereto (without exhibits).
10.2 Note Purchase Agreement, dated as of November 10, 1993, between John Hancock
Mutual Life Insurance Company and Cal-Maine Foods, Inc., and amendments thereto
(without exhibits).
10.3 Loan Agreement, dated as of May 1, 1991, between Metropolitan Life Insurance
Corporation and Cal-Maine Foods, Inc., and amendments thereto (without exhibits).
10.4 Employee Stock Ownership Plan, as Amended and Restated.
10.5 1993 Stock Option Plan, as Amended.
10.6 Wage Continuation Plan, dated as of July 1, 1986, among R.K. Looper, B.J. Raines
and the Registrant.
10.7 Wage Continuation Plan, dated as of July 1, 1986, between Jack Self and the
Registrant, as amended on September 2, 1994.
10.8 Wage Continuation Plan, dated as of April 15, 1988, between Joe Wyatt and the
Registrant.
10.9 Redemption Agreement, dated March 7, 1994, between the Registrant and Fred R.
Adams, Jr.
11 Statement re computation of earnings per share.
21 Subsidiaries of the Registrant.
24.1 Consent of Wells, Moore, Simmons & Neeld (included in Exhibit 5).
24.2 Consent of Freedman, Levy, Kroll & Simonds.
24.3 Consent of Ernst & Young LLP.
24.4 Powers of Attorney (included in page II-4).
27 Financial Data Schedule.
</TABLE>

(b) Schedules

Schedule II -- Valuation and Qualifying Accounts.

(The schedules omitted are not required.)

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes, with respect to shares of
its Common Stock issuable upon exercise of the Representative's Warrants:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

II-2
<PAGE> 58

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering of such shares of Common Stock, by the
Representative or its designees.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under "Item
14 -- Indemnification of Directors and Officers" above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(c) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.

(d) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(i) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

II-3
<PAGE> 59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Jackson, Mississippi on this 21st day
of October, 1996.

CAL-MAINE FOODS, INC.

/s/ FRED R. ADAMS, JR.
--------------------------------------
FRED R. ADAMS, JR.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Cal-Maine Foods, Inc. (the
"Company"), hereby severally constitute and appoint Fred R. Adams, Jr., Richard
K. Looper and Bobby J. Raines, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-1 filed herewith and any and all pre-effective and post-effective
amendments to said Registration Statement, and generally to do all such things
in our names and on our behalf in our capacities as officers and directors to
enable the Company to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------- -----------------
<S> <C> <C>
/s/ FRED R. ADAMS, JR. Chairman of the Board and October 21, 1996
- ------------------------------------------ Chief Executive Officer
FRED R. ADAMS, JR. (Principal Executive Officer)

/s/ BOBBY J. RAINES Vice President, Chief Financial October 21, 1996
- ------------------------------------------ Officer, Treasurer, Secretary
BOBBY J. RAINES and Director
(Principal Financial Officer)
/s/ CHARLES F. COLLINS Vice President, Controller October 21, 1996
- ------------------------------------------ and Director
CHARLES F. COLLINS (Principal Accounting Officer)

/s/ RICHARD K. LOOPER Director October 21, 1996
- ------------------------------------------
RICHARD K. LOOPER

/s/ ADOLPHUS B. BAKER Director October 21, 1996
- ------------------------------------------
ADOLPHUS B. BAKER

/s/ JACK B. SELF Director October 21, 1996
- ------------------------------------------
JACK B. SELF

/s/ JOE M. WYATT Director October 21, 1996
- ------------------------------------------
JOE M. WYATT
</TABLE>

II-4
<PAGE> 60

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------- -----------------
<S> <C> <C>
/s/ W.D. COX Director October 22, 1996
- ------------------------------------------
W.D. COX

/s/ R. FASER TRIPLETT Director October 21, 1996
- ------------------------------------------
R. FASER TRIPLETT
</TABLE>

II-5
<PAGE> 61

CAL-MAINE FOODS, INC.

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED MAY 28, 1994, JUNE 3, 1995, AND JUNE 1, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO WRITE-OFF BALANCE AT
BEGINNING OF COST AND OF END OF
DESCRIPTION PERIOD EXPENSE ACCOUNTS PERIOD
- --------------------------------------------------- ------------ ---------- --------- ------------
<S> <C> <C> <C> <C>
Year ended June 1, 1996:
Allowance for doubtful accounts............... $ 34 $ 41 $44 $ 31
==== ==== === ====
Year ended June 3, 1995:
Allowance for doubtful accounts............... $ 49 $ 4 $19 $ 34
==== ==== === ====
Year ended May 28, 1994:
Allowance for doubtful accounts............... $ 55 $ 21 $27 $ 49
==== ==== === ====
</TABLE>

<PAGE> 1
EXHIBIT-1

2,875,000 Shares

of Common Stock of

CAL-MAINE FOODS, INC.

UNDERWRITING AGREEMENT

, 1996
------------ ----

Paulson Investment Company, Inc.
As Representative of the
Several Underwriters
c/o Paulson Investment Company, Inc.
811 SW Front Avenue
Portland, Oregon 97204

Gentlemen:

Cal-Maine Foods, Inc., a Delaware corporation (the "Company"),
proposes to sell to the several underwriters (the "Underwriters") named in
Schedule I hereto for whom you are acting as the Representative (the
"Representative") an aggregate of 1,700,000 shares of Common Stock, $0.01 par
value per share, of the Company (the "Common Stock") and Fred R. Adams, Jr.
(the "Selling Stockholder") proposes to sell to the Underwriter an aggregate of
800,000 shares of Common Stock . The respective amounts of shares to be so
purchased from the Company by the several Underwriters (the "Firm Shares") are
set forth opposite their names in Schedule I hereto. The Company also proposes
to grant to the Representative an option to purchase up to 375,000 additional
shares of its Common Stock (the "Option Shares") as set forth below.

As the Representative, you have advised the Company that (a)
you are authorized to enter into this Agreement for yourself as Representative
and on behalf of the several Underwriters, (b) the several Underwriters are
willing, acting severally and not jointly, to purchase the numbers of Firm
Shares set forth opposite their respective names in Schedule I.
<PAGE> 2
The Firm Shares and the Option Shares (to the extent that the aforementioned
option is exercised) are herein collectively called the "Shares"

In consideration of the mutual agreements contained herein and
of the interests of the parties in the transactions contemplated hereby, the
parties hereto agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING
STOCKHOLDER.

(a) The Company represents and warrants to each of the
Underwriters as follows:

(i) A registration statement on Form S-1 (File No.
333-________) with respect to the Shares has been prepared by the Company in
conformity with the requirements of the Securities Act of 1933, as amended (the
"Act"), and the Rules and Regulations (the "Rules and Regulations") of the
Securities and Exchange Commission (the "Commission") thereunder and has been
filed with the Commission. Copies of such registration statement, including
any amendments thereto, the preliminary prospectuses (meeting the requirements
of the Rules and Regulations) contained therein and the exhibits, financial
statements and schedules, as finally amended and revised, have heretofore been
delivered by the Company to you. Such registration statement, herein referred
to as the "Registration Statement," which shall be deemed to include all
information omitted therefrom in reliance upon Rule 430A and contained in the
Prospectus referred to below, has become effective under the Act and no
post-effective amendment to the Registration Statement has been filed as of the
date of this Agreement. "Prospectus" means (a) the form of prospectus first
filed with the Commission pursuant to Rule 424(b), or (b) the last preliminary
prospectus included in the Registration Statement filed prior to the time it
becomes effective or filed pursuant to Rule 424(a) under the Act that is
delivered by the Company to the Underwriters for delivery to purchasers of the
Shares, together with the term sheet or abbreviated term sheet filed with the
Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary
prospectus included in the Registration Statement prior to the time it becomes
effective is herein referred to as a "Preliminary Prospectus."

(ii) The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with corporate power and authority to own or lease its properties and
conduct its business as described in the Registration Statement. Except as
described in the Prospectus, the Company does not own any interest in any
corporation or other business entity that has any material assets, liabilities
or operations. The Company is duly qualified to transact business in all
jurisdictions in which the conduct of its business requires such qualification.

2
<PAGE> 3
(iii) The outstanding shares of Common Stock of the
Company, including all Firm Shares to be sold by the Selling Stockholder, have
been duly authorized and validly issued and are fully paid and non-assessable
and have been issued and sold by the Company in compliance in all material
respects with applicable Federal and state securities laws; the Firm Shares to
be sold by the Company, the shares issuable upon exercise of the
Representative's Warrants (as defined in Paragraph (f) of Section 2 hereof) and
the Option Shares that may be sold by the Company have been duly authorized and
when issued and paid for as contemplated herein will be validly issued, fully
paid and non-assessable; and no preemptive rights of stockholders exist with
respect to any of the Shares or the issue and sale thereof. Neither the filing
of the Registration Statement, nor the offering or sale of the Shares as
contemplated by this Agreement gives rise to any rights, other than those which
have been waived or satisfied, for or relating to the registration of any other
shares of Common Stock under the Act.

(iv) The information set forth under the caption
"Capitalization" in the Prospectus is true, correct and complete as to the
matters customarily covered under such a caption. All of the Shares conform to
the description thereof contained in the Registration Statement. The form of
certificates for the Shares conforms to the corporate law of the State of
Delaware. Except as disclosed in the Prospectus, there are no outstanding
rights, options or warrants for the purchase of any securities of the Company,
and the Company is not a party to any agreement pursuant to which any person
has the right to purchase any securities of the Company. Effectively
immediately following the Closing Date (hereinafter defined) there will be no
person holding any anti-dilution rights with respect to the securities of the
Company other than the holders of stock options under the Company's 1993 Stock
Option Plan and the holder(s) of the Representative's Warrants.

(v) Except as disclosed in the Registration Statement,
the Company has not (i) issued any capital stock or any options, warrants,
convertible securities or other rights to purchase its capital stock, (ii)
increased its long-term or short-term debt, or (iii) declared or paid any
dividends on its capital stock.

(vi) The Commission has not issued an order preventing or
suspending the use of any Prospectus relating to the proposed offering of the
Shares nor instituted proceedings for that purpose. The Registration Statement
contains, and the Prospectus and any amendments or supplements thereto will
contain, all statements which are required to be stated therein by, and will
conform to, the requirements of the Act and the Rules and Regulations. The
Registration Statement and any amendments thereto do not contain, and will not
contain, any untrue statement of a material fact and do not omit, and will not
omit, to state any material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that the Company
makes no representations or warranties as to information contained in or
omitted from the Registration Statement or the Prospectus, or any such
amendment or supplement, in reliance upon, and in conformity with, written
information

3
<PAGE> 4
furnished to the Company by or on behalf of any Underwriter through the
Representative, specifically for use in the preparation thereof.

(vii) The financial statements of the Company, together
with related notes and schedules as set forth in the Registration Statement,
present fairly the financial position and the results of operations and cash
flows of the Company as of the indicated dates and for the indicated periods.
Such financial statements and related schedules have been prepared in
accordance with generally accepted accounting principles, consistently applied
through the periods involved, except as disclosed therein, and all adjustments
necessary for a fair presentation of results for such periods have been made.
The summary financial and statistical data of the Company included in the
Registration Statement present fairly the information shown therein and such
data has been compiled on a basis consistent with the financial statements
presented therein and the books and records of the Company.

(viii) Ernst & Young LLP, who have certified certain of the
financial statements filed with the Commission as part of the Registration
Statement, are independent public accountants as required by the Act and the
Rules and Regulations.

(ix) There is no action, suit, claim or proceeding pending
or, to the knowledge of the Company, threatened against the Company before any
court or administrative agency or otherwise which if determined adversely to
the Company might result in any material adverse change in the earnings,
business, management, properties assets, rights, operations, condition
(financial or otherwise) or prospects of the Company or to prevent the
consummation of the transactions contemplated hereby.

(x) The Company has good and marketable title to all of
the properties and assets reflected in the financial statements (or as
described in the Registration Statement), subject to no lien, mortgage, pledge,
charge or encumbrance of any kind except those reflected in such financial
statements (or as described in the Registration Statement) or which are not
material in amount. The Company occupies its leased properties under valid and
binding leases conforming in all material respects to the description thereof
set forth in the Registration Statement.

(xi) The Company has filed all Federal, state, local and
foreign income tax returns which have been required to be filed and has paid
all taxes indicated by said returns and all assessments received by it to the
extent that such taxes have become due and are not being contested in good
faith. All tax liabilities have been adequately provided for in the financial
statements of the Company.

(xii) Since the respective dates as of which information is
given in the Registration Statement, as it may be amended or supplemented,
there has not been any material adverse change

4
<PAGE> 5
or any development involving a prospective material adverse change in or
affecting the earnings, business, management, properties, assets, rights,
operations, condition (financial or otherwise) or prospects of the Company,
whether or not occurring in the ordinary course of business, and there has not
been any material transaction entered into or any material transaction that is
probable of being entered into by the Company, other than transactions in the
ordinary course of business and changes and transactions described in the
Registration Statement, as it may be amended or supplemented. The Company has
no material contingent obligations which are not disclosed in the Company's
financial statements included in the Registration Statement or elsewhere in the
Prospectus which are included in the Registration Statement.

(xiii) The Company is not, nor, with the giving of notice or
lapse of time or both, will not be, in violation of or in default under its
Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") or by-laws or under any agreement, lease, contract, indenture
or other instrument or obligation to which it is a party or by which it, or any
of its properties, is bound and which default is material in respect of the
earnings, business, management, properties, assets, rights, operations,
condition (financial or otherwise) or prospects of the Company. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated herein will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture, mortgage,
deed of trust or other agreement or instrument to which the Company is a party,
or of the Certificate of Incorporation or by-laws of the Company or any order,
rule or regulation applicable to the Company of any court or of any regulatory
body or administrative agency or other governmental body having jurisdiction.

(xiv) Each approval, consent, order, authorization,
designation, declaration or filing by or with any regulatory, administrative or
other governmental body necessary in connection with the execution and delivery
by the Company of this Agreement and the consummation of the transactions
herein contemplated (except such additional steps as may be required by the
Commission, the National Association of Securities Dealers, Inc. (the "NASD")
or such additional steps as may be necessary to qualify the Shares for public
offering by the Underwriters under state securities or Blue Sky laws) has been
obtained or made and is in full force and effect.

(xv) The Company holds or has licensed all material
patents, patent rights, trademarks, trade names, copyrights, trade secrets and
licenses of any of the foregoing (collectively, the "Intellectual Property
Rights"), that are necessary for the conduct of its business as conducted and
as proposed to be conducted in accordance with the description contained in the
Prospectus; there is no claim pending or, to the knowledge of the Company,
threatened against it alleging any infringement of Intellectual Property
Rights, nor does the Company know of any basis for any such claim. The Company
knows of no material infringement by others of Intellectual Property Rights
owned by or licensed to the Company.

5
<PAGE> 6
(xvi) The Company holds all material licenses,
certificates, permits, orders or other similar authorizations granted or issued
by any governmental agency (collectively the "Government Permits") required to
conduct its business. No proceeding to revoke, limit or otherwise materially
change any Government Permit has been commenced or, to the Company's knowledge,
is threatened against the Company

(xvii) The Company, to its knowledge, is in compliance with
all laws, rules, regulations, orders of any court or administrative agency,
operating licenses or other requirements imposed by any governmental body
applicable to it, except as in the aggregate do not have and will not in the
future have a material adverse effect upon the operations, business, properties
or assets of the Company, including, to its knowledge and without limitation,
all applicable laws, rules, regulations, licenses or other governmental
standards relating to the production and sales of fresh shell eggs and dairy
products, the manufacture and sale of egg products, the breeding, keeping,
housing and disposal of chickens and cattle and any other business conducted or
proposed to be conducted by the Company; and the conduct of the business of the
Company, as described in the Prospectus, will not cause the Company to be in
violation of any such requirements.

(xviii) Neither the Company nor, to the Company's knowledge,
any of its affiliates, has taken or intends to take, directly or indirectly,
any action designed to cause or result in, or which has constituted or which
might reasonably be expected to constitute, the stabilization or manipulation
of the price of the shares of Common Stock to facilitate the sale or resale of
the Shares.

(xix) The Company is not an "investment company" within the
meaning of such term under the Investment Company Act of 1940, as amended (the
"1940 Act"), and the rules and regulations of the Commission thereunder.

(xx) The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (A) transactions are
executed in accordance with management's general or specific authorization; (B)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (C) access to assets is permitted only in
accordance with management's general or specific authorization; and (D) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(xxi) The Company carries, or is covered by, insurance in
such amounts and covering such risks as is adequate for the conduct of its
business and the value of its properties and as is customary for companies
engaged in similar industries.

6
<PAGE> 7
(xxii) The Company is in compliance in all material respects
with all presently applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended, including the regulations and published
interpretations thereunder ("ERISA"); no "reportable event" (as defined in
ERISA) has occurred with respect to any "pension plan" (as defined in ERISA)
for which the Company would have any liability; the Company has not incurred
and does not expect to incur liability under (i) Title IV of ERISA with respect
to termination of, or withdrawal from, any "pension plan" or (ii) Sections 412
or 4971 of the Internal Revenue Code of 1986, as amended, including the
regulations and published interpretations thereunder (the "Code"); and each
"pension plan" for which the Company would have any liability that is intended
to be qualified under Section 401(a) of the Code is so qualified in all
material respects and nothing has occurred, whether by action or by failure to
act, which would cause the loss of such qualification.

(xxiii) The Representative's Warrants have been duly
authorized for issuance to the Representative and will, when issued, possess
rights, privileges and characteristics as represented in the most recent form
of Representative's Warrants filed as an exhibit to the Registration Statement;
the securities to be issued upon exercise of the Representative's Warrants,
when issued and delivered against payment therefor in accordance with the terms
of the Representative's Warrants, will be duly and validly issued, fully paid,
non-assessable and free of preemptive rights, and all corporate action required
to be taken for the authorization and issuance of the Representative's
Warrants, and the securities to be issued upon their exercise, have been
validly and sufficiently taken.

(xxiv) The Company has caused each officer and director and
each person who owns, beneficially or of record, 5% or more of the Common Stock
outstanding immediately prior to this offering to furnish to the
Representative, on or prior to the date of this Agreement, a letter or letters,
in form and substance satisfactory to the Underwriters ("Lockup Agreements"),
pursuant to which each such person shall agree: (A) not to offer to sell, sell,
contract to sell, sell short or otherwise dispose of, any shares of Common
Stock or other capital stock of the Company, or any other securities
convertible, exchangeable or exercisable for shares or derivatives of Common
Stock owned by such person, or request the registration for the offer or sale
of any of the foregoing (or as to which such person has the right to direct the
disposition of) for a period of ninety (90) days after the effective date of
the Registration Statement, directly or indirectly, except with the prior
written consent of the Representative; and (B) if such consent is provided, to
give prior written notice to the Representative of any offers to sell, sales,
contracts to sell, short sales or other dispositions by any such person of
Common Stock pursuant to Rule 144 under the Act or any similar provisions
enacted subsequent to the date of this Agreement, for a period of ninety (90)
days after the effective date of the Registration Statement.

7
<PAGE> 8
(xxv) The Company has not at any time during the last five
years (A) made any unlawful contribution to any candidate for foreign office,
or failed to disclose fully any contribution in violation of law, or (B) made
any payment to any federal or state governmental officer or official, or other
person charged with similar public or quasi-public duties, other than payments
required or permitted by the laws of the United States or any jurisdiction
thereof.

(xxvi) Except as disclosed in the Prospectus, neither the
Company nor any of its officers, directors or affiliates have caused any
person, other than the Underwriters, to be entitled to reimbursement or
compensation of any kind, including, without limitation, any compensation that
would be includable as underwriter compensation under the NASD's Corporate
Financing Rule with respect to the offering of the Shares, as a result of the
consummation of such offering based on any activity of such person as a finder,
agent, broker, investment adviser or other financial service provider.

(xxvii) The Common Stock has been approved for inclusion,
subject to official notice of issuance in the NASDAQ National Market

(b) The Selling Stockholder represents and warrants to
each of the Underwriters as follows:

(i) The Selling Stockholder now has and at the Closing
Date will have good and marketable title to the Firm Shares to be sold by the
Selling Stockholder, free and clear of any liens, encumbrances, equities and
claims, and full right, power and authority to effect the sale and delivery of
such Firm Shares; and upon the delivery of, against payment for, such Firm
Shares pursuant to this Agreement, the Underwriters will acquire good and
marketable title thereto, free and clear of any liens, encumbrances, equities
and claims.

(ii) The Selling Stockholder has full right, power and
authority to execute and deliver this Agreement and the Custody Agreement (as
defined in Section 1(b)(v)) and to perform its obligations under such
agreements. The execution and delivery of this Agreement and the consummation
by the Selling Stockholder of the transactions herein contemplated and the
fulfillment by the Selling Stockholder of the terms hereof will not require any
consent, approval, authorization, or other order of any court, regulatory body,
administrative agency or other governmental body (except as may be required
under the Act, state securities laws or Blue Sky laws) and will not result in a
breach of any of the terms and provisions of, or constitute a default under,
any indenture, mortgage, deed of trust or other agreement or instrument to
which the Selling Stockholder is a party, or of any order, rule or regulation
applicable to the Selling Stockholder of any court or of any regulatory body or
administrative agency or other governmental body having jurisdiction.

8
<PAGE> 9
(iii) The Selling Stockholder has not taken, directly or
indirectly, any action designed to, or which has constituted, or which might
reasonably be expected to cause or result in the stabilization or manipulation
of the price of the Common Stock of the Company and, other than as permitted by
the Act, the Selling Stockholder will not distribute any prospectus or other
offering material in connection with the offering of the Shares.

(iv) Without having undertaken to determine independently
the accuracy or completeness of either the representations and warranties of
the Company contained herein or the information contained in the Registration
Statement, the Selling Stockholder has no reason to believe that the
representations and warranties of the Company contained in this Section 1 are
not true, correct and complete, is familiar with the Registration Statement and
has no knowledge of any material fact, condition or information not disclosed
in the Registration Statement which has adversely affected, or may adversely
affect, the business of the Company and the sale of the Shares by the Selling
Stockholder pursuant hereto is not prompted by any information concerning the
Company or any of its subsidiaries which is not set forth in the Registration
Statement. The information pertaining to the Selling Stockholder in the
Prospectus is true, correct and complete.

(v) Certificates in negotiable form for the Shares to be
sold hereunder by the Selling Stockholder have been placed in custody with the
____________ as custodian (the "Custodian") pursuant to a custody agreement
executed by the Selling Stockholder for delivery of all Shares to be sold
hereunder by the Selling Stockholder (the "Custody Agreement"). The Selling
Stockholder specifically agrees that the Shares represented by the certificates
held in custody for the Selling Stockholder under the Custody Agreement are
subject to the interests of the Representative, that the arrangements made by
the Selling Stockholder for such custody are irrevocable, and that the
obligations of the Selling Stockholder hereunder shall not be terminable by any
act or deed of the Selling Stockholder (or by any other person, firm or
corporation including the Company, the Custodian or the Representative) or by
operation of law (including the death of the Selling Stockholder) or by the
occurrence of any other event or events, except as set forth in the Custody
Agreement. If any such event should occur prior to the delivery to the
Representative of the Shares to be sold by the Selling Stockholder hereunder,
certificates for such Shares shall be delivered by the Custodian in accordance
with the terms and conditions of this Agreement as if such event had not
occurred, regardless of whether or not the Custodian shall have received notice
of such death, incapacity or other event. The Custodian is authorized to
receive and acknowledge receipt of the proceeds of sale of such Shares held by
it against delivery of such Shares.

(vi) No consent, approval, authorization or order of any
court or governmental agency or body is required for the consummation by the
Selling Stockholder of the transactions contemplated herein, except such as may
have been obtained under the Act and such as may be required under the Blue Sky
Laws of any jurisdiction in connection with

9
<PAGE> 10
the purchase and distribution of the Firm Shares by the Underwriters and such
other approvals as have been obtained.

(vii) Neither the sale of the Shares being sold by the
Selling Stockholder nor the consummation of any other of the transactions
contemplated herein by the Selling Stockholder or the fulfillment of the terms
hereof by the Selling Stockholder will conflict with, result in a breach of, or
constitute a default under, the terms of any indenture or other agreement or
instrument to which the Selling Stockholder is a party or bound, or any order
or regulation applicable to the Selling Stockholder of any court, regulatory
body, administrative agency, governmental body or arbitrator having
jurisdiction over the Selling Stockholder.

(viii) In respect of any statements in or omissions from the
Registration Statement or the Prospectus or any amendment or supplement thereto
made in reliance upon and in conformity with information furnished in writing
to the Company by the Selling Stockholder specifically for use in connection
with the preparation thereof, the Selling Stockholder hereby makes the same
representations and warranties to each Underwriter as the Company makes to such
Underwriter under paragraph (a)(vi) of this Section.

2. PURCHASE, SALE AND DELIVERY OF THE SHARES.

(a) On the basis of the representations, warranties and
covenants herein contained, and subject to the conditions herein set forth, the
Company agrees to sell 1,700,000 Firm Shares and the Selling Stockholder agrees
to sell 800,000 Firm Shares to the Underwriters and each Underwriter agrees,
severally and not jointly, to purchase, at a price of $_________ per share, the
number of Firm Shares set forth opposite the name of each underwriter in
Schedule I hereof, subject to adjustment in accordance with Section 9 hereof.

(b) The Company and the Selling Stockholder agree to have
the Firm Shares available for inspection, checking and packaging by the
Representative in New York, New York, not later than 1:00 PM on the business
day prior to the Closing Date.

(c) Payment for the Firm Shares to be sold hereunder is
to be made in New York Clearing House funds and, at the option of the
Representative by certified or bank cashier's checks drawn to the order of the
Company and the Selling Stockholder in accordance with their respective
interests or bank wire to an account specified by the Company and/or the
Selling Stockholder against either uncertificated or certificated delivery of
the Firm Shares (which delivery, if certificated, shall take place in such
location in as may be specified by the Representative) to
the Representative for the several accounts of the Underwriters. Such payment
is to be made at the offices of ,
, at 7:00 a.m., Portland, Oregon time, time, on the third business
day after the date of this Agreement or at such other time and date not later
than five business days thereafter as the Representative, the Company and the
Selling Stockholder shall agree, such time and date being

10
<PAGE> 11
herein referred to as the "Closing Date." (As used herein, "business day"
means a day on which the New York Stock Exchange is open for trading and on
which banks in New York are open for business and not permitted by law or
executive order to be closed.) Except to the extent uncertificated Firm Shares
are delivered at closing, the certificates for the Firm Shares will be
delivered in such denominations and in such registrations as the Representative
shall request in writing not later than the second full business day prior to
the Closing Date, and will be made available for inspection by the
Representative at least one business day prior to the Closing Date.

(d) If on the Closing Date the Selling Stockholder fails
to sell the Firm Shares which the Selling Stockholder has agreed to sell on
such date, the Company agrees that it will sell or arrange for the sale of that
number of shares of Common Stock to the Representative which represents the
Firm Shares which the Selling Stockholder has failed to so sell.

(e) On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company hereby grants an option to the Representative to purchase the Option
Shares at the price per share as set forth in paragraph (a) of this Section 2.
The option granted hereby may be exercised in whole or in part by giving
written notice: (i) at any time before the Closing Date and (ii) only once
thereafter within thirty (30) days after the date of this Agreement, by the
Representative to the Company setting forth the number of Option Shares as to
which the Representative is exercising the option, the names and denominations
in which the Option Shares are to be registered and the time and date at which
certificates representing the Option Shares are to be delivered. The time and
date at which certificates for Option Shares are to be delivered shall be
determined by the Representative but shall not be earlier than three nor later
than ten business days after the exercise of such option nor in any event prior
to the Closing Date (such time and date being herein referred to as the "Option
Closing Date"). If the date of exercise of the option is three or more days
before the Closing Date, the notice of exercise shall set the Closing Date as
the Option Closing Date. The option with respect to the Option Shares granted
hereunder may be exercised only to cover over-allotments in the sale of the
Firm Shares by the Underwriters. The Representative may cancel such option at
any time prior to its expiration by giving written notice of such cancellation
to the Company. To the extent, if any, that the option is exercised, payment
for the Option Shares shall be made on the Option Closing Date in New York
Clearing House funds and, at the option of the Representative, by certified or
bank cashier's check drawn to the order of the Company or by bank wire to an
account specified by the Company against delivery of certificates therefor at
such location in New York, New York as may be specified by the Representative.

(f) In addition to the sums payable to the Representative
as provided elsewhere herein, the Representative shall be entitled to receive
at the closing, for itself alone and not as representative of the Underwriters,
as additional compensation for its services,

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<PAGE> 12
purchase warrants (the "Representative's Warrants") for the purchase of up to
250,000 shares of Common Stock of the Company at a price of $______ per share,
upon the terms and subject to adjustment as described in the form of
Representative's Warrant filed as an exhibit to the Registration Statement.

(g) The Selling Stockholder will pay all applicable state
transfer taxes, if any, involved in the transfer to the several Underwriters of
the Firm Shares to be purchased by them from the Selling Stockholder and the
respective Underwriters will pay any additional stock transfer taxes involved
in further transfers.

3. OFFERING BY THE UNDERWRITERS.

It is understood that the several Underwriters are to make a
public offering of the Firm Shares as soon as the Representative deems it
advisable to do so. The Firm Shares are to be initially offered to the public
at the initial public offering price set forth in the Prospectus. The
Representative may from time to time thereafter change the public offering
price and other selling terms. To the extent, if at all, that any Option
Shares are purchased pursuant to Section 2 hereof, the Representative will
offer them to the public on the foregoing terms.

It is further understood that the Representative will act as
representative of the Underwriters in the offering and sale of the Shares in
accordance with an Agreement Among Underwriters entered into by the
Representative and the several other Underwriters.

4. COVENANTS OF THE COMPANY AND THE SELLING STOCKHOLDER.

(a) The Company covenants and agrees with the several
Underwriters that:

(i) The Company shall: (A) use its best efforts to cause
the Registration Statement to become effective or, if the procedure in Rule
430A of the Rules and Regulations is followed, to prepare and timely file with
the Commission under Rule 424(b) of the Rules and Regulations a Prospectus in a
form approved by the Representative containing information previously omitted
at the time of effectiveness of the Registration Statement in reliance on Rule
430A of the Rules and Regulations, and (B) not file any amendment to the
Registration Statement or supplement to the Prospectus of which the
Representative shall not previously have been advised and furnished with a copy
or to which the Representative shall have reasonably objected in writing or
which is not in compliance with the Rules and Regulations.

(ii) The Company shall advise the Representative promptly:
(A) when the Registration Statement or any post-effective amendment thereto
shall have become effective, (B) of receipt of any comments from the
Commission, (C) of any request of the Commission for amendment of the
Registration Statement or for supplement to the Prospectus or for any

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<PAGE> 13
additional information, and (D) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the use of
the Prospectus or of the institution of any proceedings for that purpose. The
Company will use its best efforts to prevent the issuance of any such stop
order preventing or suspending the use of the Prospectus and to obtain as soon
as possible the lifting thereof, if any is issued.

(iii) The Company shall cooperate with the Representative
in endeavoring to qualify the Shares for sale under the securities laws of such
jurisdictions as the Representative may reasonably have designated in writing
and will make such applications, file such documents, and furnish such
information as may be reasonably required for that purpose, provided the
Company shall not be required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction where it is not now
so qualified or required to file such a consent. The Company will, from time
to time, prepare and file such statements, reports, and other documents as are
or may be required to continue such qualifications in effect for so long a
period as the Representatives may reasonably request for distribution of the
Shares.

(iv) The Company will deliver to, or upon the order of,
the Representative, from time to time, as many copies of any Preliminary
Prospectus as the Representative may reasonably request. The Company will
deliver to, or upon the order of, the Representative during the period when
delivery of a Prospectus is required under the Act, as many copies of the
Prospectus in final form, or as thereafter amended or supplemented, as the
Representative may reasonably request. The Company will deliver to the
Representative at or before the Closing Date, three signed copies of the
Registration Statement and all amendments thereto including all exhibits filed
therewith, and will deliver to the Representative such number of copies of the
Registration Statement (including such number of copies of the exhibits filed
therewith that may reasonably be requested), and of all amendments thereto, as
the Representative may reasonably request.

(v) The Company will comply with the Act and the Rules
and Regulations, and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations of the Commission thereunder, so
as to permit the completion of the distribution of the Shares as contemplated
in this Agreement and the Prospectus. If during the period in which a
prospectus is required by law to be delivered by an Underwriter or dealer, any
event shall occur as a result of which, in the judgment of the Company or in
the reasonable opinion of the Underwriters, it becomes necessary to amend or
supplement the Prospectus in order to make the statements therein, in light of
the circumstances existing at the time the Prospectus is delivered to a
purchaser, not misleading, or if it is necessary at any time to amend or
supplement the Prospectus to comply with any law, the Company promptly will
prepare and file with the Commission an appropriate amendment to the
Registration Statement or supplement to the Prospectus so that the Prospectus
as so amended or supplemented will not,

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<PAGE> 14
in light of the circumstances when it is so delivered, be misleading, or so
that the Prospectus will comply with the law.

(vi) The Company will make generally available to its
security holders, as soon as it is practicable to do so, but in any event not
later than 15 months after the effective date of the Registration Statement, an
earnings statement (which need not be audited) in reasonable detail, covering a
period of at least 12 consecutive months beginning after the effective date of
the Registration Statement, which earnings statement shall satisfy the
requirements of the Act and Rule 158 of the Rules and Regulations and will
advise you in writing when such statement has been so made available.

(vii) The Company shall: (A) deliver to its stockholders
annual reports containing financial statements audited by its independent
accountants and, for a reasonable period, not less than five years, quarterly
reports concerning unaudited financial information for each of the first three
quarters of each fiscal year, and (B) for a period of five years from the
Closing Date, deliver to the Representative copies of annual reports and copies
of all other documents, reports and information furnished by the Company to its
stockholders or filed with any securities exchange or the NASD pursuant to the
requirements of such exchange or with the Commission pursuant to the Act or the
Exchange Act. The Company will deliver to the Representative similar reports
with respect to significant subsidiaries, as that term is defined in the Rules
and Regulations, which are not consolidated in the Company's financial
statements.

(viii) Except with the prior written consent of the
Representative, no offering, sale, short sale or other disposition of any
shares of Common Stock of the Company or other securities convertible into or
exchangeable or exercisable for shares of Common Stock or derivative of Common
Stock will be made for a period of ninety (90) days after the effective date of
this Registration Statement directly or indirectly, by the Company other than
the sales of Common Stock covered by this Agreement and sales upon exercise of
options outstanding, on the effective date, under the 1993 Stock Option Plan.

(ix) The Company shall use its best efforts to list
subject to notice of issuance the Shares on the NASDAQ Stock Market and
thereafter to maintain such listing.

(x) The Company shall apply the net proceeds of its sale
of the Shares as set forth in the Prospectus and shall file such reports with
the Commission with respect to the sale of the Shares and the application of
the proceeds therefrom as may be required in accordance with Rule 463 under the
Act.

(xi) The Company shall not invest, or otherwise use the
proceeds received by the Company from its sale of the Shares in such a manner
as would require the Company or any of its subsidiaries to register as an
investment company under the 1940 Act.

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<PAGE> 15
(xii) The Company shall maintain the currency of the
prospectus forming a part of an effective registration statement, which may be
the Registration Statement filed with respect to the Common Stock issuable upon
exercise of the Representative's Warrants at all times during which any Warrant
remains outstanding.

(xiii) The Company shall, if it commences to engage in any
business with the government of Cuba or with any person or affiliate located in
Cuba after the date the Registration Statement becomes or has become effective
with the Commission or with the Florida Department of Banking and Finance (the
"Department"), whichever date is later, or if the information reported or
incorporated by reference in the Prospectus, if any, concerning the Company's
business with Cuba or with any person or affiliate located in Cuba changes in
any material way, provide the Department with notice of such business or
change, as appropriate, in a form acceptable to the Department.

(xiv) The Company shall maintain a transfer agent and, if
necessary under the jurisdiction of incorporation of the Company, a registrar
for the Common Stock.

(xv) The Company shall not take, directly or indirectly,
any action designed to cause or result in, or that has constituted or might
reasonably be expected to constitute, the stabilization or manipulation of the
price of any securities of the Company.

(b) The Selling Stockholder covenants and agrees with the
several Underwriters that:

(i) In order to document the Underwriters' compliance
with the reporting and withholding provisions of the Tax Equity and Fiscal
Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of
1983 with respect to the transactions herein contemplated, the Selling
Stockholder agrees to deliver to you prior to or at the Closing Date a properly
completed and executed United States Treasury Department Form W-9 (or other
applicable form or statement specified by Treasury Department regulations in
lieu thereof).

(ii) The Selling Stockholder shall not take, directly or
indirectly, any action designed to cause or result in, or that has constituted
or might reasonably be expected to constitute, the stabilization or
manipulation of the price of any securities of the Company.

5. COSTS AND EXPENSES.

(a) The Representative shall be entitled to receive from
the Company, for itself alone and not as Representative of the Underwriters, a
nonaccountable expense allowance equal to 2% of the aggregate public offering
price of Shares sold to the Underwriters in connection with the offering. The
Representative shall be entitled to withhold this allowance on the Closing Date
with respect to all Shares delivered on the Closing Date (less $35,000

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<PAGE> 16
heretofore advanced against such amount that has heretofore been paid by the
Company). In addition, the Representative shall be entitled to receive from
the Company reimbursement for its accountable expenses to the extent that such
expenses exceed the $35,000 heretofore advanced by the Company. If the public
offering of the Shares is consummated, all amounts paid pursuant to the
immediately preceding sentence shall be credited against the Representative's
non-accountable expenses as provided in the first sentence of this paragraph
(a) of Section 5; provided, however, that the sums so paid shall be limited to
an amount that would not increase the amount of non-accountable reimbursement
otherwise payable under the aforesaid first sentence of this paragraph. If,
for any reason, said public offering is not consummated, the Company shall
reimburse the Representative for any further accountable expenses incurred in
connection with the proposed offering; provided, however, in such event the
total amount of expenses reimbursed by the Company pursuant to this paragraph
shall not exceed $75,000. For purposes of this paragraph, the Representative
shall be deemed to have incurred expenses when they are billed regardless of
whether such expenses have been paid.

(b) In addition to the payment described in paragraph (a)
of this Section 5, the Company shall pay all costs, expenses and fees incident
to the performance of the obligations of the Company and Selling Stockholder
under this Agreement, including, without limiting the generality of the
foregoing, the following: accounting fees of the Company; the fees and
disbursements of counsel for the Company; the cost of printing and delivering
to, or as requested by, the Underwriters copies of the Registration Statement,
Preliminary Prospectuses, the Prospectus, this Agreement, the Underwriters'
Selling Memorandum, the Underwriters' Invitation Letter, the NASDAQ Listing
Application, the Blue Sky Survey and any supplements or amendments thereto; the
filing fees of the Commission; the filing fees and expenses (including legal
fees and disbursements) incident to securing any required review by the NASD of
the terms of the sale of the Shares; the Listing Fee of the NASDAQ Stock
Market; and the expenses, including the fees and disbursements of counsel for
the Underwriters, incurred in connection with the qualification of the Shares
under State securities or Blue Sky laws; provided, however, that the Selling
Stockholder shall be responsible for the registration fee of the Securities and
Exchange Commission and for the Blue Sky filing fees attributable to the shares
being sold by him as well as for his pro rata share of the of the underwriting
discount and expense allowance. To the extent, if at all, that the Selling
Stockholder engages special legal counsel to represent him in connection with
this offering, the fees and expenses of such counsel shall be borne by such
Selling Stockholder. Any transfer taxes imposed on the sale of the Firm Shares
to the several Underwriters shall be paid by the Selling Stockholder. If this
Agreement shall not be consummated because the conditions in Section 6 hereof
are not satisfied, or because this Agreement is terminated by the
Representative pursuant to Section 11 hereof, or by reason of any failure,
refusal or inability on the part of the Company or the Selling Stockholder to
perform any undertaking or satisfy any condition of this Agreement or to comply
with any of the terms hereof on their part to be performed, unless such failure
to satisfy said condition or to comply with said terms be due to the default or
omission of any Underwriter, then, subject to the expense limitations set forth
in

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<PAGE> 17
Paragraph (a) of this Section 5, the Company shall reimburse the several
Underwriters for reasonable out-of-pocket expenses, including fees and
disbursements of counsel, reasonably incurred in connection with investigating,
marketing and proposing to market the Shares or in contemplation of performing
their obligations hereunder; but the Company and the Selling Stockholder shall
not in any event be liable to any of the several Underwriters for damages on
account of loss of anticipated profits from the sale by them of the Shares.

6. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS.

The several obligations of the Underwriters to purchase the
Firm Shares on the Closing Date and the Option Shares, if any, on the Option
Closing Date, as the case may be, are subject to the accuracy, as of the
Closing Date or the Option Closing Date, as the case may be, of the
representations and warranties of the Company and the Selling Stockholder
contained herein, and to the performance by the Company and Selling Stockholder
of their covenants and obligations hereunder and to the following additional
conditions:

(a) The Registration Statement and all post-effective
amendments thereto shall have become effective and any and all fillings
required by Rule 424 and Rule 430A of the Rules and Regulations shall have been
made, and any request of the Commission for additional information (to be
included in the Registration Statement or otherwise) shall have been disclosed
to the Representative and complied with to their reasonable satisfaction. No
stop order suspending the effectiveness of the Registration Statement, as
amended from time to time, shall have been issued and no proceedings for that
purpose shall have been taken or, to the knowledge of the Company, shall be
contemplated by the Commission and no injunction, restraining order, or order
of any nature by a Federal or state court of competent jurisdiction shall have
been issued as of the Closing Date which would prevent the issuance of the
Shares.

(b) The Representative shall have received on the Closing
Date or the Option Closing Date, as the case may be, the opinion of Freedman,
Levy, Kroll & Simonds, counsel for the Company and the Selling Stockholder,
dated the Closing Date or the Option Closing Date, as the case may be,
addressed to the Underwriters (and stating that it may be relied upon by
counsel to the Underwriters) to the effect that:

(i) The Company has been duly organized and is validly
existing as a corporation under the laws of the State Delaware, with corporate
power and authority to own or lease its properties and conduct its business as
described in the Registration Statement. All outstanding shares of capital
stock of every subsidiary of the Company have been duly authorized and validly
issued and are fully paid and non-assessable.

(ii) The Company has authorized and outstanding capital
stock as set forth under the caption "Capitalization" in the Prospectus; the
authorized shares of the Common Stock

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<PAGE> 18
have been duly authorized; the outstanding shares of the Company's Common Stock
have been duly authorized and validly issued and are fully paid and
non-assessable and were issued and sold by the Company in compliance in all
material respects with applicable securities laws; all of the securities of the
Company conform to the description thereof contained in the Prospectus; the
certificates for the Common Stock and Warrants of the Company, assuming they
are in the form filed with the Commission, are in due and proper form; the
shares of Common Stock to be sold by the Company and the Selling Stockholder
pursuant to this Agreement, including shares of Common Stock issuable upon
exercise of the Warrants, have been duly authorized and are, or in the case of
the Shares to be sold by the Company, will be validly issued, fully paid and
non-assessable when issued and paid for as contemplated by this Agreement and
the Registration Statement; and no preemptive rights of stockholders exist with
respect to any of the Common Stock of the Company or the issue or sale thereof
pursuant to any applicable statute or the provisions of the Company's
Certificate of Incorporation or, to such counsel's knowledge, pursuant to any
contractual obligation.

(iii) The Representative's Warrants have been authorized
for issuance to the Representative and will, when issued, possess rights,
privileges, and characteristics as represented in the most recent form of
Representative's Warrant filed as an exhibit to the Registration Statement; the
securities to be issued upon exercise of the Representative's Warrants, when
issued and delivered against payment therefor in accordance with the terms of
the Representative's Warrants, will be duly and validly issued, fully paid,
non-assessable and free of preemptive rights, and all corporate action required
to be taken for the authorization and issuance of the Representative's
Warrants, and the securities to be issued upon their exercise, has been validly
and sufficiently taken.

(iv) Except as described in the Prospectus, to the
knowledge of such counsel, there are no outstanding securities of the Company
convertible or exchangeable into or evidencing the right to purchase or
subscribe for any shares of capital stock of the Company and there are no
outstanding or authorized options, warrants or rights of any character
obligating the Company to issue any shares of its capital stock or any
securities convertible or exchangeable into or evidencing the right to purchase
or subscribe for any shares of such stock; and except as described in the
Prospectus, to the knowledge of such counsel, no holder of any securities of
the Company or any other person has the right, contractual or otherwise, which
has not been satisfied or effectively waived, to cause the Company to sell or
otherwise issue to them, or to permit them to underwrite the sale of, any
Common Stock or the right to have any shares of the Common Stock or other
securities of the Company included in the Registration Statement or the right,
as a result of the filing of the Registration Statement, to require
registration under the Act of any shares of Common Stock or other securities of
the Company.

(v) The Registration Statement has become effective under
the Act and, to the best knowledge of such counsel, no stop order proceedings
with respect thereto have been instituted or are pending or threatened under
the Act.

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<PAGE> 19
(vi) The Registration Statement, the Prospectus and each
amendment or supplement thereto comply as to form in all material respects with
the requirements of the Act and the Rules and Regulations (except that such
counsel need not express an opinion as to the financial statements, schedules
and statistical information therein).

(vii) The statements under the captions "Shares Eligible
for Future Sale" and "Description of Capital Stock" in the Prospectus and in
Items 14 and 15 of the Registration Statement, insofar as such statements
constitute a summary of documents referred to therein or matters of law,
accurately summarize in all material respects the information called for with
respect to such documents and matters.

(viii) Such counsel does not know of any contracts or
documents required to be filed as exhibits to the Registration Statement or
described in the Registration Statement or the Prospectus which are not so
filed or described as required, and such contracts and documents as are
summarized in the Registration Statement or the Prospectus are fairly
summarized in all material respects.

(ix) Such counsel knows of no legal or governmental
proceedings pending or threatened against the Company except as set forth in
the Prospectus.

(x) The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated do not and will not
conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, the Certificate of Incorporation or bylaws of the
Company, or any agreement or instrument known to such counsel to which the
Company is a party or by which the Company may be bound.

(xi) This Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the Company
enforceable in accordance with its terms except as rights to indemnity or
contribution hereunder may be limited by federal or state securities laws or
public policy and except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting the rights of creditors
generally and subject to general principles of equity.

(xii) No approval, consent, order, authorization,
designation, declaration or filing by or with any regulatory, administrative or
other governmental body is necessary in connection with the execution and
delivery of this Agreement and the consummation of the transactions
contemplated herein (other than as may be required by the NASD or as required
by state securities and Blue Sky laws as to which such counsel need not express
an opinion) except such as have been obtained or made, specifying the same.

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<PAGE> 20
(xiii) The Company is not, and will not become, as a result
of the transactions contemplated by this Agreement and application of the net
proceeds therefrom as described in the Prospectus, required to register as an
investment company under the 1940 Act.

(xiv) Such counsel has reviewed the applicable provisions
of the Hart-Scott-Rodino Act (the "HSR Act") and the Prospectus accurately
describes the applicability thereof to future acquisitions by the Company.

(xv) This Agreement has been duly authorized, executed and
delivered on behalf of the Selling Stockholder.

(xvi) To the best knowledge of such counsel, the Selling
Stockholder has full legal right, power and authority, and any approvals
required by law to sell, assign, transfer and deliver Shares to be sold by such
Selling Stockholder have been obtained.

(xvii) The Custody Agreement executed and delivered by the
Selling Stockholder is valid and binding and enforceable against such
Stockholder in accordance with its terms.

(xviii) The Underwriters (assuming that they are bona fide
purchasers within the meaning of the Uniform Commercial Code) have acquired
good and marketable title to the Firm Shares being sold by the Selling
Stockholder on the Closing Date free and clear of all liens, encumbrances,
equities and claims.

In rendering such opinion, such counsel may rely as
to matters governed by the laws of states other than Delaware or Federal laws
on local counsel in such jurisdictions, provided that in each case such counsel
shall state that they believe that they and the Underwriters are justified in
relying on such other counsel. In addition to the matters set forth above, the
opinion of Freedman, Levy, Kroll and Simonds shall also include a statement to
the effect that nothing has come to the attention of such counsel which leads
them to believe that (i) the Registration Statement, at the time it became
effective under the Act (but after giving effect to any modifications
incorporated therein pursuant to Rule 430A under the Act) and as of the Closing
Date or the Option Closing Date, as the case may be, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
(ii) the Prospectus, or any supplement thereto, on the date it was filed
pursuant to the Rules and Regulations and as of the Closing Date or the Option
Closing Date, as the case may be, contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements, in the light of the circumstances under which they are made, not
misleading (except that such counsel need express no view as to financial
statements, schedules and statistical information therein). With respect to
such statements, Freedman, Levy, Kroll and Simonds may state that their belief
is based upon the procedures set forth therein (which

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<PAGE> 21
procedures shall be reasonably acceptable to the Representative and counsel for
the Underwriters) but is otherwise without independent check and verification.

(c) The Representative shall have received from Wells, Moore,
Simmons & Neeld its opinion that: (i) the Company has been duly organized and
is validly existing as a corporation under the laws of the State Delaware, with
corporate power and authority to own or lease its properties and conduct its
business as described in the Registration Statement; the Company is duly
qualified to transact business in all jurisdictions in which the conduct of its
business requires such qualification or in which the failure to qualify would
have a materially adverse effect upon the business of the Company, all
outstanding shares of capital stock of every subsidiary of the Company have
been duly authorized and validly issued and are fully paid and non-assessable;
and (ii) the Company has authorized and outstanding capital stock as set forth
under the caption "Capitalization" in the Prospectus; the authorized shares of
the Common Stock have been duly authorized; the outstanding shares of the
Company's Common Stock have been duly authorized and validly issued and are
fully paid and non-assessable and were issued and sold by the Company in
compliance in all material respects with applicable securities laws; all of the
securities of the Company conform to the description thereof contained in the
Prospectus; the certificates for the Common Stock and Warrants of the Company,
assuming they are in the form filed with the Commission, are in due and proper
form; the shares of Common Stock to be sold by the Company and the Selling
Stockholder pursuant to this Agreement, including shares of Common Stock
issuable upon exercise of the Warrants, have been duly authorized and are, or
in the case of the Shares to be sold by the Company, will be validly issued,
fully paid and non-assessable when issued and paid for as contemplated by this
Agreement and the Registration Statement; and no preemptive rights of
stockholders exist with respect to any of the Common Stock of the Company or
the issue or sale thereof pursuant to any applicable statute or the provisions
of the Company's Certificate of Incorporation or, to such counsel's knowledge,
pursuant to any contractual obligation. Such opinion shall expressly state
that it can be relied upon by Freedman, Levy, Kroll and Simonds, by Morse,
Zelnick, Rose & Lander, LLP and by the Underwriters.

(d) The Representative shall have received from Morse,
Zelnick, Rose & Lander, LLP, counsel for the Underwriters, an opinion dated the
Closing Date or the Option Closing Date, as the case may be, substantially to
the effect specified in subparagraphs (i), (v) and (vi) of paragraph (b) of
this Section 6. In addition to the matters set forth above, such opinion shall
also include a statement to the effect that nothing has come to the attention
of such counsel that has caused them to believe that: (i) the Registration
Statement, at the time it became effective under the Act (but after giving
effect to any modifications incorporated therein pursuant to Rule 430A under
the Act) and as of the Closing Date or the Option Closing Date, as the case may
be, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (ii) the Prospectus, or any supplement thereto, on
the date it was filed pursuant to the Rules and Regulations and as of the
Closing Date or the Option Closing Date,

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<PAGE> 22
as the case may be, contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein, in
light of circumstances under which they were made, not misleading (except that
such counsel need not express any view as to financial statements, schedules
and statistical information therein). With respect to such statement, such
counsel may state that their belief is based upon the procedures set forth
therein, but is without independent check and verification.

(e) The Representative shall have received at or prior to
the Closing Date from Morse, Zelnick, Rose & Lander, LLP a memorandum or
summary, in form and substance satisfactory to the Representative, with respect
to the qualification for offering and sale by Underwriters of the Shares under
the state securities or Blue Sky laws of such jurisdictions as the
Representative may reasonably have designated to the Company.

(f) The Representative, on behalf of the several
Underwriters, shall have received, on the Closing Date and on the Option
Closing Date, as the case may be, a letter dated the Closing Date or the Option
Closing Date, as the case may be, in form and substance satisfactory to the
Representative, of Ernst & Young LLP confirming that they are independent
public accountants within the meaning of the Act and the applicable published
Rules and Regulations thereunder and stating that in their opinion the
financial statements and schedules examined by them and included in the
Registration Statement comply in form and in all material respects with the
applicable accounting requirements of the Act and the related published Rules
and Regulations, and containing such other statements and information as are
ordinarily included in accountants' "comfort letters" to Underwriters with
respect to the financial statements and certain financial and statistical
information contained in the Registration Statement and Prospectus.

(g) The Representative shall have received on the Closing
Date or the Option Closing Date, as the case may be, a certificate or
certificates of the Chief Executive Officer of the Company to the effect that,
as of the Closing Date or the Option Closing Date, as the case may be, such
officer represents as follows:

(i) The Registration Statement has become
effective under the Act and no stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceedings for such purpose
have been taken or are, to the best of his knowledge, contemplated by the
Commission;

(ii) The representations and warranties of the
Company contained in Section 1 hereof are true and correct as of the Closing
Date or the Option Closing Date, as the case may be;

(iii) All filings required to have been made
pursuant to Rules 424 or 430A under the Act have been made;

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(iv) He has carefully examined the Registration
Statement and the Prospectus and, in his opinion, as of the effective date of
the Registration Statement, the statements contained in the Registration
Statement were true and correct, and such Registration Statement and Prospectus
did not omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and since the
effective date of the Registration Statement no event has occurred which should
have been set forth in a supplement to or an amendment of the Prospectus which
has not been set forth in such supplement or amendment; and

(v) Since the respective dates as of which
information is given in the Registration Statement and Prospectus, there has
not been any material adverse change or any development involving a prospective
material adverse change in or affecting the condition, financial or otherwise,
of the Company or the earnings, business, management, properties, assets,
rights, operations, condition (financial or otherwise) or prospects of the
Company whether or not arising in the ordinary course of business.

(h) The Company and the Selling Stockholder shall have
furnished to the Representative such further documents confirming the
representations and warranties, covenants and conditions contained herein and
related matters as the Representative may reasonably have requested.

(i) The Firm Shares and the Option Shares have been
approved for designation upon notice of issuance on the NASDAQ Stock Market.

(j) The Lockup Agreements described in Section 1(a)(xxiv)
shall have been executed and delivered and shall be in full force and effect.

(k) The Common Stock shall have been approved for
inclusion, subject to official notice of issuance, in the NASDAQ National
Market.

The opinions and certificates mentioned in this Agreement
shall be deemed to be in compliance with the provisions hereof only if they are
in all material respects satisfactory to the Representative and to Morse,
Zelnick, Rose & Lander, LLP, counsel for the Underwriters.

If any of the conditions hereinabove provided for in this
Section 6 shall not have been fulfilled, the obligations of the Underwriters
hereunder may be terminated by the Representative by notifying the Company and
the Selling Stockholder of such termination in writing or by telegram at or
prior to the Closing Date or the Option Closing Date, as the case may be. In
such event, the Company, the Selling Stockholder and the Underwriters shall not
be under any obligation to each other (except to the extent provided in Section
5 and 8 hereof).

23
<PAGE> 24
7. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.

The obligations of the Company to sell and deliver the portion
of the Shares required to be delivered as and when specified in this Agreement
are subject to the conditions that at the Closing Date or the Option Closing
Date, as the case may be, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and in effect or proceedings
therefor initiated or threatened.

8. INDEMNIFICATION.

(a) The Company and the Selling Stockholder jointly and
severally agree to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of the Act,
against any losses, claims, damages or liabilities to which such Underwriter or
any such controlling person may become subject under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendment or supplement thereto, or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made; and will reimburse each Underwriter and each such
controlling person in accordance with Section 8(c) for any legal or other
expenses reasonably incurred by such Underwriter or such controlling person in
investigating or defending any such loss, claim, damage or liability, action or
proceeding or in responding to a subpoena or governmental inquiry related to
the offering of the Shares, whether or not such Underwriter or controlling
person is a party to any action or proceeding; provided, however, that the
Company and the Selling Stockholder will not be liable in any such case to the
extent that: (i) any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement, or omission or
alleged omission made in the Registration Statement, any Preliminary
Prospectus, the Prospectus, or such amendment or supplement, in reliance upon
and in conformity with written information furnished to the Company by or
through the Representative specifically for use in the preparation thereof, or
(ii) with respect to the Preliminary Prospectus, any such loss, claim damage or
liability of such Underwriter relates to the failure of such Underwriter to
deliver a copy of the Prospectus at, or prior to, the confirmation of the sale
of the Shares to the person alleging such loss, claim, damage or liability,
where the alleged untrue statement or omission of a material fact contained in
such Preliminary Prospectus was corrected in the Prospectus. This indemnity
agreement will be in addition to any liability which the Company may otherwise
have. In no event, however, shall the liability of the Selling Stockholder for
indemnification under this Section 8(a) exceed the proceeds received by such
Selling Stockholder from the Underwriters in the offering.

24
<PAGE> 25
(b) Each Underwriter severally and not jointly will
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the Registration Statement, the Selling Stockholder,
and each person, if any, who controls the Company or the Selling Stockholder
within the meaning of the Act, against any losses, claims, damages or
liabilities to which the Company or any such director, officer, Selling
Stockholder or controlling person may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendment or supplement thereto, or (ii) the omission or the alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made; and will reimburse any legal or other expenses reasonably
incurred by the Company or any such director, officer, Selling Stockholder or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability, action or proceeding; provided, however, that each
Underwriter will be liable in each case to the extent, and only to the extent,
that (i) such untrue statement or alleged untrue statement or omission or
alleged omission has been made in the Registration Statement, any Preliminary
Prospectus, the Prospectus or such amendment or supplement, in reliance upon
and in conformity with written information furnished to the Company by or
through the Representative specifically for use in the preparation thereof or,
(ii) with respect to the Preliminary Prospectus, any such loss, claim, damage
or liability relates to the failure of such Underwriter to deliver a copy of
the Prospectus at, or prior to, the confirmation of the sale of the Shares to
the person alleging such loss, claim, damage or liability, where the alleged
untrue statement or omission of a material fact contained in such Preliminary
Prospectus was corrected in the Prospectus. This indemnity agreement will be
in addition to any liability which such Underwriter may otherwise have.

(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to this Section 8, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing. No
indemnification provided for in Section 8(a) or (b) shall be available to any
party who shall fail to give notice as provided in this Section 8(c) if the
party to whom notice was not given was unaware of the proceeding to which such
notice would have related and was materially prejudiced by the failure to give
such notice, but the failure to give such notice shall not relieve the
indemnifying party or parties from any liability which it or they may have to
the indemnified party for contribution or otherwise than on account of the
provisions of Section 8(a) or (b). In case any such proceeding shall be
brought against any indemnified party and such indemnified party shall notify
the indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party and shall
pay as incurred the fees and

25
<PAGE> 26
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel at its own expense. Notwithstanding the foregoing, the indemnifying
party shall pay as incurred (or within 30 days of presentation) the fees and
expenses of the counsel retained by the indemnified party in the event (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel, (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them or
(iii) the indemnifying party shall have failed to assume the defense and employ
counsel acceptable to the indemnified party within a reasonable period of time
after notice of commencement of the action. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm for all such indemnified parties. Such firm shall
be designated in writing by the Representative in the case of parties
indemnified pursuant to Section 8(a) and by the Company in the case of parties
indemnified pursuant to Section 8(b). The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or
judgment. In addition, the indemnifying party will not, without the prior
written consent of the indemnified party, settle or compromise or consent to
the entry of any judgment in any pending or threatened claim, action or
proceeding in which indemnification may be sought hereunder unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action or
proceeding.

(d) If the indemnification provided for in this Section 8
is unavailable to or insufficient to hold harmless an indemnified party under
Section 8(a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Selling Stockholder on the one hand and the Underwriters on the other from
the offering of the Shares. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand
and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company and
the Selling Stockholder on the one hand and the Underwriters on the other shall
be deemed to be in the same proportion

26
<PAGE> 27
as the total net proceeds from the offering (before deducting expenses)
received by the Company and the Selling Stockholder, respectively, bears to the
total underwriting discounts and commissions received by the Underwriters, in
each case as set forth in the table on the cover page of the Prospectus. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or the Selling Stockholder on the one hand or the Underwriters on
the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

The Company, the Selling Stockholder and the Underwriters
agree that it would not be just and equitable if contributions pursuant to this
Section 8(d) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section 8(d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) referred to above in this Section 8(d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d): (i) no
Underwriter shall be required to contribute any amount in excess of the
underwriting discounts and commissions applicable to the Shares purchased by
such Underwriter, (ii) no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of fraudulent misrepresentation, and (iii) the
Selling Stockholder shall not be required to contribute any amount in excess of
the proceeds received by such Selling Stockholder from the Underwriters in the
offering. The Underwriters' obligations in this Section 8(d) to contribute are
several in proportion to their respective underwriting obligations and not
joint.

(e) In any proceeding relating to the Registration
Statement, any Preliminary Prospectus, the Prospectus or any supplement or
amendment thereto, each party against whom contribution may be sought under
this Section 8 hereby consents to the jurisdiction of any court having
jurisdiction over any other contributing party, agrees that process issuing
from such court may be served upon him or it by any other contributing party
and consents to the service of such process and agrees that any other
contributing party may join him or it as an additional defendant in any such
proceeding in which such other contributing party is a party.

(f) Any losses, claims, damages or liabilities for which
an indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, or expenses are incurred. The indemnity and
contribution agreements contained in this Section 8 and the representations and
warranties of the Company set forth in this Agreement shall remain operative
and in full force and effect, regardless of: (i) any investigation made by or
on behalf

27
<PAGE> 28
of any Underwriter or any person controlling any Underwriter, the Company, its
directors or officers, the Selling Stockholder or any persons controlling the
Company or Selling Stockholder within the meaning of the Act, (ii) acceptance
of any Shares and payment therefor hereunder, or (iii) any termination of this
Agreement. A successor to any Underwriter, or to the Company, its directors or
officers, or any person controlling the Company, shall be bound by and entitled
to the benefits of the indemnity, contribution and reimbursement agreements
contained in this Section 8.

9. DEFAULT BY UNDERWRITERS.

If on the Closing Date or the Option Closing Date, as the case
may be, any Underwriter shall fail to purchase and pay for the portion of the
Shares which such Underwriter has agreed to purchase and pay for on such date
(otherwise than by reason of any default on the part of the Company or the
Selling Stockholder), the Representative shall use its reasonable efforts to
procure within 36 hours thereafter one or more of the other Underwriters, or
any others, to purchase from the Company and the Selling Stockholder upon the
terms set forth herein such amounts as may be agreed upon and upon the terms
set forth herein, the Firm Shares or Option Shares, as the case may be, which
the defaulting Underwriter or Underwriters failed to purchase. If during such
36 hours the Representative shall not have procured such other Underwriters, or
any others, to purchase the Firm Shares or Option Shares, as the case may be,
agreed to be purchased by the defaulting Underwriter or Underwriters, then (a)
if the aggregate number of Shares with respect to which such default shall
occur does not exceed 10% of the Firm Shares or Options Shares, as the case may
be, covered hereby, the other Underwriters shall be obligated, severally, in
proportion to the respective numbers of Firm Shares or Option Shares, as the
case may be, which they are obligated to purchase hereunder, to purchase the
Firm Shares or Option Shares, as the case may be, which such defaulting
Underwriter or Underwriters failed to purchase, or (b) if the aggregate number
of Firm Shares or Option Shares, as the case may be, with respect to which such
default shall occur equals or exceeds 10% of the Firm Shares or Option Shares,
as the case may be, covered hereby, the Company or the Representative shall
have the right, by written notice given as to the Firm Shares if the default
relates to the Firm Shares, or as to the Option Shares if the default relates
to the Option Shares, within the next 36-hour period to the parties to this
Agreement, to terminate this Agreement without liability on the part of the
non-defaulting Underwriters or of the Company or of the Selling Stockholder,
except for expenses to be paid by the Company under Section 5 hereof and except
to the extent provided in Section 8 hereof. In the event of a default by any
Underwriter or Underwriters, as set forth in this Section 9, the Closing Date
or Option Closing Date, as the case may be, may be postponed for such period,
not exceeding seven days, as the Representative may determine in order that the
required changes in the Registration Statement or in the Prospectus or in any
other documents or arrangements may be effected. The term "Underwriter"
includes any person substituted for a defaulting Underwriter. Any action taken
under this Section 9 shall not relieve any

28
<PAGE> 29
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

10. NOTICES.

All communications hereunder shall be in writing and, except
as otherwise provided herein, will be mailed, delivered, telecopied or
telegraphed and confirmed as follows:

if to the Representative or the Underwriters:

Paulson Investment Company, Inc.
811 SW Front Avenue
Portland, Oregon 97204
Attention: Chester L.F. Paulson
with a copy to:

Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022
Attention: Stephen A. Zelnick, Esq.

if to the Company
or the Selling Stockholder to:
Cal-Maine Foods, Inc.,
3320 Woodrow Wilson Drive
Jackson, Mississippi 39207
Attention: Fred R. Adams, Jr.

with a copy to: Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.
Suite 825
Washington, D.C. 20036
Attention: Peter E. Panarites, Esq.

11. TERMINATION.

This Agreement may be terminated by the Representative by
notice to the Company as follows:

29
<PAGE> 30
(a) at any time prior to the earlier of (i) the time the
Shares are released by the Representative for sale by notice to the
Underwriters, or (ii) 11:30 a.m. on the first business day following the date
of this Agreement;

(b) at any time prior to the Closing Date if any of the
following has occurred: (i) since the respective dates as of which information
is given in the Registration Statement and the Prospectus, any material adverse
change or any development involving a prospective material adverse change in or
affecting the condition, financial or otherwise, of the Company or the
earnings, business, management, properties, assets, rights, operations,
condition (financial or otherwise) or prospects of the Company, whether or not
arising in the ordinary course of business, (ii) any outbreak or escalation of
hostilities or declaration of war or national emergency or other national or
international calamity or crisis or change in economic or political conditions
if the effect of such outbreak, escalation, declaration, emergency, calamity,
crisis or change on the financial markets of the United States would, in the
Representative's judgment, make it impracticable to market the Shares or to
enforce contracts for the sale of the Shares, (iii) the Dow Jones Industrial
Average shall have fallen by 15 percent or more from its closing price on the
day immediately preceding the date that the Registration Statement is declared
effective by the Commission, (iv) suspension of trading in securities generally
on the New York Stock Exchange or the American Stock Exchange or limitation on
prices (other than limitations on hours or numbers of days of trading) for
securities on either such Exchange, (v) the enactment, publication, decree or
other promulgation of any statute, regulation, rule or order of any court or
other governmental authority which in the Representative's opinion materially
and adversely or may materially and adversely affect the business or operations
of the Company, (vi) declaration of a banking moratorium by United States or
New York State authorities; (vii) the suspension of trading of the Common Stock
by the Commission or the NASD on the Nasdaq National Market, or (viii) the
taking of any action by any governmental body or agency in respect of its
monetary or fiscal affairs which in the Representative's opinion has a material
adverse effect on the securities markets in the United States; or

12. SUCCESSORS.

This Agreement has been and is made solely for the benefit of
the Underwriters, the Company, the Selling Stockholder and their respective
successors, executors, administrators, heirs and assigns, and the officers,
directors and controlling persons referred to herein, and no other person will
have any right or obligation hereunder. No purchaser of any of the Shares from
any Underwriter shall be deemed a successor or assign merely because of such
purchase.

30
<PAGE> 31
13. INFORMATION PROVIDED BY UNDERWRITERS.

The Company, the Selling Stockholder and the Underwriters
acknowledge and agree that the only information furnished or to be furnished by
any Underwriter to the Company for inclusion in any Prospectus or the
Registration Statement consists of the information set forth in the last
paragraph on the front cover page (insofar as such information relates to the
Underwriters), the legends required by Item 502(d) of Regulation S-K under the
Act and the information under the caption "Underwriting" in the Prospectus.

14. MISCELLANEOUS.

The reimbursement, indemnification and contribution agreements
contained in this Agreement and the representations, warranties and covenants
in this Agreement shall remain in full force and effect regardless of: (a) any
termination of this Agreement (b) any investigation made by or on behalf of any
Underwriter or controlling person thereof or by or on behalf of the Company or
its directors or officers and (c) delivery of and payment for the Shares under
this Agreement.

This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Oregon. All disputes relating to
this Agreement shall be adjudicated before a court located in Multnomah County,
Oregon to the exclusion of all other courts that might have jurisdiction.

If the foregoing letter is in accordance with your
understanding of our agreement, please sign and return to us the enclosed
duplicates hereof, whereupon it will become a binding agreement among the
Company, the Selling Stockholder and the several Underwriters in accordance
with its terms.

[balance of this page intentionally left blank]

31
<PAGE> 32
Any person executing and delivering this Agreement as
Attorney-in-Fact for the Selling Stockholder represents by so doing that he has
been duly appointed as Attorney-in-Fact by the Selling Stockholder pursuant to
a validly existing and binding Power of Attorney which authorizes such
Attorney-in-Fact to take such action.

<TABLE>
<S> <C>
Very truly yours,

CAL-MAINE FOODS, INC.

by:
---------------------------------
Fred R. Adams, Jr.
Chairman and Chief Executive Officer

------------------------------------
Fred R. Adams, Jr.
Selling Stockholder

The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date first above written.

PAULSON INVESTMENT COMPANY, INC.

As Representative of the several
Underwriters listed on Schedule I

by:
---------------------------
Authorized Officer
</TABLE>

32
<PAGE> 33
SCHEDULE I

SCHEDULE OF UNDERWRITERS

<TABLE>
<CAPTION>
Number of Shares
Underwriter to be Purchased(1)
----------- ----------------
<S> <C>
Paulson Investment Company, Inc.
--------------------------------

Total 2,500,000
</TABLE>

- --------------------

(1) Subject to pro rata increase in the event that the Option Shares are
purchased as provided in Section 2(e)

<PAGE> 1
EXHIBIT 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CAL-MAINE FOODS, INC.

Cal-Maine Foods, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
does hereby certify:

FIRST: That the Board of Directors of Cal-Maine
Foods, Inc., acting by unanimous written consent of its members effective the
23rd day of September, 1996, which consent has been duly filed with the minutes
of the Board, duly adopted a Resolution setting forth a proposed Amended and
Restated Certificate of Incorporation of the corporation, declaring said
amendment and restatement to be advisable and calling for consideration by the
shareholders of said amendment. The Resolution recommended that the
Certificate of Incorporation of Cal-Maine Foods, Inc. be restated pursuant to
Section 245 of the General Corporation Law of the State of Delaware and that
Section 4 of such Certificate be amended to provide for 31,200,000 shares of
Capital stock consisting of 30,000,000 shares of Common Stock with a par value
of $.01 per share and 1,200,000 shares of Class A Common Stock with a par value
of $.01 per share. Further, such resolution recommended that each share of
Class A Common Stock $1.00 par value per share and each share of Class B Common
Stock $1.00 par value per share outstanding on the effective date of the
Amended and Restated Certificate of Incorporation be reclassified and changed
into 1,200 fully paid and nonassessable

1
<PAGE> 2
shares of Common Stock par value $.01 per share and Class A Common Stock par
value $.01 per share respectively.

SECOND: Thereafter, pursuant to the Resolution of the
Board of Directors, the question of the restatement and amendment of the
Certificate of Incorporation of the corporation as aforesaid, was presented to
the shareholders of the corporation and a majority of the shareholders of each
class of common stock, which constitutes a majority of the voting stock of the
corporation, acting by written consent pursuant to Section 228 of the General
Corporation Law of the State of Delaware effective September 24, 1996, did vote
in favor of the amendment and restatement, such amendment and restatement being
as follows:

THIRD: This document constitutes the Amended and
Restated Certificate of Incorporation of Cal-Maine Foods, Inc., which was
originally incorporated on September 10, 1969. This Amended and Restated
Certificate of Incorporation has been duly adopted by the Board of Directors
and by the shareholders of this Corporation in conformity with the requirements
and provisions of Section 245 of the General Corporation Law of the State of
Delaware.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CAL-MAINE FOODS, INC.

1. The name of the Corporation is
CAL-MAINE FOODS, INC.

2
<PAGE> 3
2. The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation
Trust Company.

3. The nature of the business or purposes to be
conducted or promoted is:

To raise, produce, or otherwise acquire, invest in, own, hold,
use, mortgage, pledge, sell, assign, transfer, or otherwise dispose of, trade,
deal in and deal with any and all kinds of animals and agricultural products,
and manufacture, produce, purchase, or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign, transfer, or otherwise dispose of, deal in, and
deal with any and all articles or things manufactured, produced, resulting, or
derived in whole or in part from animals or agricultural products of any kind,
whether to be used as food or in commerce, manufacture, the sciences, the arts
or otherwise.

To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade,
deal in and deal with goods, wares and merchandise and personal property of
every class and description.

To acquire, and pay for in cash, stock or bonds of this
Corporation or otherwise, the good will, rights, assets and property, and to
undertake or assume the whole or any part of the

3
<PAGE> 4
obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks and trade names,
relating to or useful in connection with any business of this Corporation.

To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares of the
capital stock, or any voting trust certificates in respect of the shares of
capital stock, scrip, warrants, rights, bonds, debentures, notes, trust
receipts, and other securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by an corporations, joint stock
companies, syndicates, associations, firms, trusts or persons, public or
private, or by the government of the United States of America, or by any
foreign government, or by any state, territory, province, municipality or other
political subdivision or by any governmental agency, and as owner thereof to
possess and exercise all the rights, powers and privilege of ownership,
including the right to execute consents and vote thereon, and to do any and all
acts and things necessary or advisable of the preservation, protection,
improvement and enhancement in value thereof.

4
<PAGE> 5
To borrow or raise moneys for any of the purposes of the
Corporation and, from time to time without limit as to amount, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the Corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the Corporation for its corporate
purposes.

To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situated, and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the Corporation's property and
assets, or any interest therein, wherever situated.

In general, to possess and exercise all the powers and
privileges granted by the General Corporation Law of Delaware or by any other
law of Delaware or by this Amended and Restated Certificate of Incorporation
together with any powers incidental thereto, so far as such powers and
privileges are necessary or convenient to the conduct, promotion or attainment
of the business or purposes of the Corporation.

5
<PAGE> 6
The business and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in no wise limited or restricted by
reference to, or inference from, the terms of any other clause in this
Certificate of Incorporation, but the business and purposes specified in each
of the foregoing clauses of this article shall be regarded as independent
business and purposes.

4. The amount of capital stock which the Corporation is
authorized to issue shall be 31,200,000 Shares of Capital Stock and shall
consist of (a) 30,000,000 shares of Common Stock with a par value of One Cent
($.01) per share and (b) 1,200,000 shares of Class A Common Stock with a par
value of One Cent ($.01) per share.

No holder of Capital Stock of the Corporation shall have any
pre-emptive right to subscribe to any stock of the Corporation or to any
security convertible into stock of the Corporation.

The designations, preferences, privileges, and voting powers
of the aforesaid classes of stock of the Corporation and the restrictions,
limitations, and qualifications thereof are as follows:

COMMON STOCK

Each share of Class A Common Stock of the Corporation of the
par value of One Dollar ($1.00) issued and outstanding or held in the treasury
of the Corporation immediately before the close of business on the date this
Amended and Restated Certificate of Incorporation becomes effective (the
"Effective Time") is hereby reclassified and changed into One Thousand Two
Hundred (1,200) fully paid and nonassessable shares of Common Stock of the

6
<PAGE> 7
Corporation of the par value of One Cent ($.01) each, (the "Common Stock") and
each holder of record of a certificate for one or more shares of the Class A
Common Stock of the par value of one dollar ($1.00) of the Corporation as of
the Effective Time shall be entitled to receive as soon as practicable, and
without surrender of such certificate, a certificate or certificates
representing One Thousand One Hundred Ninety-Nine (1,199) additional shares of
Common Stock for each one share of such Class A Common Stock represented by the
certificate of such holder.

At all elections of directors of the Corporation, each holder
of the Common Stock shall be entitled to as many votes as shall equal the
number of votes which (except for such provisions as to cumulative voting) he
would be entitled to cast for the election of directors with respect to his
shares of stock multiplied by the number of directors to be elected, and he may
cast all of such votes for a single director or may distribute them among the
number to be voted for, or for any two of them as he may see fit.

Except for the right of cumulative voting in relation to the
election of directors as set forth above, the holders of the Common Stock shall
be entitled to one vote per share of Common Stock.

The Common Stock and the Class A Common Stock of the
Corporation of the par value of one cent ($.01) referred to under "Class A
Common Stock" below (the "Class A Common Stock") shall together vote as a class
provided that the holders of Common Stock shall have one vote per share and the
holders of Class A Common Stock shall have ten votes per share.

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<PAGE> 8
Anything herein to the contrary notwithstanding, the holders
of Common Stock shall have exclusive voting power on all matters at any time
when no shares of Class A Common Stock are issued and outstanding and the
holders of the Class A Common Stock will have the exclusive voting power on all
matters at any time when no shares of the Common Stock are issued and
outstanding.

Dividends and distributions may be declared, paid and made
upon the Common Stock as from time to time determined by the Board of Directors
of the Corporation and may be paid upon the Common Stock out of any source at
the time lawfully available for the payment of dividends or distributions.

The Common Stock shall not be combined or subdivided unless at
the same time there is a proportionate combination or subdivision of the Class
A Common Stock. If the Class A Common Stock is combined or subdivided, a
proportionate combination or subdivision of the Common Stock shall be made at
the same time.

CLASS A COMMON STOCK

Each share of Class B Common Stock of the Corporation of the
par value of One Dollar ($1.00) issued and outstanding or held in the treasury
of the Corporation immediately before the Effective Time is hereby reclassified
and changed into One Thousand Two Hundred (1,200) fully paid and nonassessable
shares of Class A Common Stock of the Corporation of the par value of One Cent
($.01) (the "Class A Common Stock" herein) each, and each holder of record of a
certificate for one or more shares of Class B Common Stock of the Corporation
of the par value of one dollar ($1.00) as of the

8
<PAGE> 9
Effective Time shall be entitled to receive as soon as practicable, and upon
surrender of such certificate, a certificate or certificates representing One
Thousand Two Hundred (1,200) shares of Class A Common Stock for each one share
of such Class B Common Stock represented by the certificate of such holder.

At all elections of directors of the Corporation, each holder
of the Class A Common Stock shall be entitled to as many votes as shall equal
the number of votes which, except for such provisions as to cumulative voting,
he would be entitled to cast for the election of directors with respect to his
shares of stock multiplied by the number of directors to be elected and he may
cast all of such votes for a single director or may distribute them among the
number to be voted for, or for any two or more of them as he sees fit.

Except for the right of cumulative voting in relation to the
election of directors as set forth above, each share of Class A Common Stock
shall have ten votes per share on all matters that may be submitted to a vote
or consent of the shareholders.

The Common Stock and the Class A Common Stock shall together
vote as a class provided that the holders of Common Stock shall have one vote
per share and the holders of Class A Common Stock shall have ten votes per
share.

Anything herein to the contrary notwithstanding, the holders
of Common Stock shall have exclusive voting power on all matters at any time
when no shares of Class A Common Stock are issued and outstanding, and the
holders of the Class A Common Stock will have

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<PAGE> 10
the exclusive voting power on all matters at any time when no shares of the
Common Stock are issued and outstanding.

No dividend may be declared and paid in Class A Common Stock
unless the dividend is payable only to the holders of Class A Common Stock and
a dividend payable to Common Stock is declared and paid concurrently in respect
of outstanding shares of Common Stock in the same number of shares of Common
Stock per outstanding share.

The holders of record of Class A Common Stock may at any time
convert any whole number or all of such holder's shares of Class A Common Stock
into fully paid and non-assessable shares of Common Stock of the Corporation at
the rate (subject to adjustment as hereinafter provided) of one share of Common
Stock for each share of Class A Common Stock converted. Such conversion shall
be effected by the holder of Class A Common Stock surrendering such Class A
Common Stock certificate or certificates to be converted, duly endorsed, at the
office of the Corporation or at any transfer agent for the Corporation or for
the Class A Common Stock together with a written election to the Corporation at
such office that the holder thereof elects to convert all or the specified
number of shares of Class A Common Stock into Common Stock and specifying the
name or names in which the holder desires the certificate or certificates for
such shares of Common Stock to be issued. Upon conversion, the Corporation
shall issue and deliver to such holder or holders, nominee or nominees, a
certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled. Such conversion shall be deemed to have been
made at the

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<PAGE> 11
close of business on the day of presentation for conversion and the person or
persons entitled to receive the shares of Common Stock as a result of such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date.

Before any shares of Common Stock shall be delivered upon
conversion, the holders of shares of Class A Common Stock whose shares are
being converted into Common Stock shall deliver the certificate or certificates
representing such shares to the Corporation or its duly authorized agent (or if
such certificates have been lost, stolen, or destroyed, the holder thereof
shall execute an agreement satisfactory to the Corporation to indemnify the
Corporation from any loss incurred by it in relation to such conversion)
specifying the place where the Common Stock issued in conversion thereof shall
be sent. The endorsement of the certificate or certificates of Class A Common
Stock to be converted into Common Stock shall be in form satisfactory to the
Corporation or its agent, as the case may be.

The number of shares of Common Stock into which the shares of
Class A Common Stock may be converted shall be subject to adjustment from time
to time in the event of any capital reorganization, reclassification of stock
of the Corporation or consolidation or merger of the Corporation with or into
another corporation. Each share of the Class A Common Stock shall thereafter
be convertible into such kind and amount of securities or other assets or both
as are issuable or distributable in respect

11
<PAGE> 12
to the number of shares of Common Stock into which each share of Class A Common
Stock is convertible immediately prior to such reorganization,
reclassification, consolidation or merger. In any such case, appropriate
adjustments shall be made by the Board of Directors of the Corporation in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the holders of Class A Common Stock such that the
provisions set forth herein (including provisions for adjustment of the
conversion rate) shall thereafter be applicable, as nearly as reasonably may be
possible in relation to any securities or other assets thereafter deliverable
upon conversion of the Class A Common Stock.

The Corporation shall at all times reserve and keep available
out of the authorized and unissued shares of Common Stock, solely for the
purpose of affecting the conversion of the outstanding Class A Common Stock,
such number of the shares of Common Stock as shall from time to time be
sufficient to effect conversion of all outstanding Class A Common Stock and if,
at any time, the number of authorized and unissued shares of Common Stock shall
not be sufficient to effect conversion of the then outstanding Class A Common
Stock, the Corporation shall take such action as may be necessary to increase
the number of authorized and unissued shares of Common Stock to such number as
shall be sufficient for such purposes.

All certificates representing Class A Common Stock surrendered
for conversion shall be appropriately canceled on the books of the

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<PAGE> 13
Corporation and the shares converted, represented by such certificates, shall
be restored to the status of authorized but unissued shares of Class A Common
Stock of the Corporation.

The Class A Common Stock may be issued only to Fred R. Adams,
Jr. and members of his immediate family. As used herein "immediate family" is
defined as Fred R. Adams, Jr., his spouse, his natural children, his
sons-in-law or his grandchildren. In the event any share of Class A Common
Stock, by operation of law or otherwise is, or shall be deemed to be owned by
any person other than a member of the immediate family of Fred R. Adams, Jr.,
as herein defined, the voting power of such stock shall be reduced from ten
votes per share to one vote per share.

Shares of Class A Common Stock shall be automatically
converted into Common Stock on a share per share basis in the event the
beneficial or record ownership of any such share of Class A Common Stock shall
be transferred, without limitation, by way of gift, settlement, will, operation
of law or intestacy, to any person or entity that is not a member of the
immediate family of Fred R. Adams, Jr.

The holder of shares of Class A Common Stock of the
Corporation may pledge or otherwise utilize Class A Common Stock as security
for an obligation of a holder of such stock. Such pledge or utilization shall
not be considered as a transfer of ownership for the purposes of determining
eligibility of ownership of the Class A Common Stock until the beneficial
ownership of any such pledged or hypothecated stock is transferred of record to
a pledgee

13
<PAGE> 14
who is not a member of the immediate family of Fred R. Adams, Jr. Conversion
into Common Stock shall be deemed to have occurred (whether or not certificates
representing such shares are surrendered) as of the close of business on the
date of transfer and the person or persons entitled to receive shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date.

No dividend or distribution may be declared and paid upon the
shares of Class A Common Stock unless concurrently therewith a dividend and
distribution is also declared and paid upon the shares of Common Stock. Any
cash dividend or distribution payable upon the shares of Class A Common Stock
shall be in an amount equal to ninety-five per cent of any cash dividend or
distribution declared and paid upon the Common Stock on a per share basis.

The Corporation shall pay any and all taxes or other fees
payable in respect of the issuance and delivery of shares of Common Stock
issuable as a result of the conversion of Class A Common Stock unless the
issuance of Common Stock results from the transfer of Class A Common Stock to a
person not entitled to the ownership thereof.

All shares of Common Stock which may be issued upon conversion
of the shares of Class A Common Stock will, upon issuance by the Corporation,
be deemed validly issued, fully paid and non-assessable and free from all
taxes, liens, and charges with respect to the issuance thereof.

14
<PAGE> 15
So long as any shares of Class A Common Stock are outstanding,
the Corporation shall not, without first obtaining the approval by vote or
written consent in the manner provided by law of the holders of not less than
66 2/3 % per cent of the total number of shares of Class A Common Stock
outstanding, voting separately as a class, (1) alter or change the rights or
privileges of Class A Common Stock, (2) amend any provision of this paragraph 4
affecting the Class A Common Stock or (3) effect any re-classification or
recapitalization of the Corporation's outstanding capital stock.

Shares of Class A Common Stock may be issued to any party
eligible to own such stock for such consideration, in an amount not less than
the par value thereof, as the Board of Directors of the Corporation shall
determine to be adequate, including without limitation, shares of the
Corporation's Common Stock on a share for share basis.

5. The Corporation is to have perpetual existence.

6. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the
Corporation.

To authorize and cause to be executed mortgages and
liens upon the real and personal property of the Corporation.

To set apart out of any of the funds of the
Corporation available for dividends a reserve or reserves for any proper
purposes and to abolish any such reserve in the manner in which it was created.

15
<PAGE> 16
By a majority of the whole board, to designate one or
more committees, each committee to consist of one or more of the directors of
the corporation. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. The by-laws may provide that in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the Corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, adopting an agreement
of merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the by-laws of the Corporation; and,
unless the resolution or by-laws, expressly so provide, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock.

16
<PAGE> 17
When and as authorized by the stockholders in
accordance with statute, to sell, lease or exchange all or substantially all of
the property and assets of the Corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the
best interests of the Corporation.

7. Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in
a summary way of this Corporation or of any creditor or stockholder thereof, or
on the application of any receiver or receivers appointed for this Corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be,

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<PAGE> 18
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

8. Meetings of stockholders may be held within or
without the State of Delaware, as the by-laws may provide. The books of the
Corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the by-laws of the Corporation.
Elections of directors need not be by written ballot unless the by-laws of the
Corporation shall so provide.

9. The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.

10. No director of the Corporation shall have any
personal liability to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director; provided, however, that this
section shall not eliminate or limit the liability of a director (i) for any
breach of a director's duty or loyalty to the Corporation or its stockholders,
(ii) for acts or

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<PAGE> 19
omissions not in good faith or which involve intentional misconduct or a know
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. The limitation of liability shall not eliminate
or limit the liability of any director for any act or omission occurring prior
to the date upon which this provision becomes effective.

As required by Section 228 of the General Corporation Law of
the State of Delaware prompt notice of such Consent by stockholders in lieu of
meeting was given in writing to all shareholders of record of the corporation.

FOURTH: Said Amended and Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of Sections
242 and 245 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Cal-Maine Foods, Inc. has caused this
Certificated to be signed by B. J. Raines, its Vice President, on this the 24th
day of September, 1996.

------------------------------
B. J. RAINES, VICE PRESIDENT

ATTEST:

- ------------------------------------
CHARLES COLLINS, ASSISTANT SECRETARY

<PAGE> 1
EXHIBIT 3.2

RESTATED TO INCLUDE ALL AMENDMENTS
THROUGH SEPTEMBER 23, 1996

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CAL-MAINE FOODS, INC.

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BYLAWS

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ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such
other places both, within and without the State of Delaware, as the board of
directors may from time to time determine or the business of the corporation
may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election
of directors shall be held in the City of Jackson, State of Mississippi, at
such place as may be fixed from time to time by the board of directors, or at
such other place, either within or without the State of Delaware, as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be
stated in the notice of meeting or in a duly
<PAGE> 2
executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with
the year 1970, shall be held on the fourth Monday of September, if not a legal
holiday, and, if a legal holiday, then on the next secular day following, at
10:00 A.M., or at such other date and time as shall be designated from time to
time by the board of directors and stated in the notice of the meeting, at
which they shall elect by a plurality vote a board of directors, and transact
such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting, stating the
place, date and hour of the meeting, shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of the stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The

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<PAGE> 3
list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.

Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the chief executive officer or
president and shall be called by the chief executive officer or president or
secretary at the request in writing of a majority of the board of directors, or
at the request in writing of stockholders owning a majority in voting interest
of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

Section 6. Written notice of a special meeting, stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.

Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority in voting interest of
the Capital stock issued and outstanding and entitled to vote thereat, present
in person or represented in proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise provided
by statute or

3
<PAGE> 4
by the certificate of incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote
of the holders of a majority in voting interest of the Capital stock having
voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the certificate of incorporation a
different vote is required, in which case such express provision shall govern
and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder holding Common Stock shall, at every meeting of
the stockholders, be entitled to vote in person or by proxy for each share of
the Common Stock held by such

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<PAGE> 5
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period. Unless otherwise provided in
the certificate of incorporation, each shareholder holding Class A Common Stock
shall at every meeting of the stockholders be entitled to ten votes in person
or by proxy for each share of the Class A Common Stock held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period. At all elections of directors
of the corporation, each stockholder having voting power shall be entitled to
exercise such right of cumulative voting as provided in the certificate of
incorporation.

Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at an annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding Capital
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

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<PAGE> 6
ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the
whole board shall not be less than three nor more than twelve. The first board
shall consist of three directors. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders except as provided
in Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors do not need to be
stockholders.

Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director; and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. If, at
the time of filling any vacancy or newly created directorship, the directors
then in office shall constitute less than a majority of the whole board (as
constituted immediately prior to such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at

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<PAGE> 7
least ten percent of the total number of votes represented by the shares at the
time outstanding having the right to vote for such directors, summarily order
an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.

Section 3. The business of the corporation shall be managed
by its board of directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

Section 5. The first meeting of each newly elected board of
directors shall be held immediately following and at the same place as the
annual meeting of the shareholders and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event such meeting is not
held at the time and place aforesaid, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver by all of the directors.

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<PAGE> 8
Section 6. Regular meetings of the board of directors may be
held without notice at such time and at such place as shall from time to time
be determined by the board.

Section 7. Special meetings of the board may be called by the
chief executive officer, chairman of the board, or president on three days
notice to each director, either personally, by mail, telegram or by facsimile
transmission; special meetings shall be called by the chairman, chief executive
officer, president, or secretary in like manner and on like written request of
two directors.

Section 8. At all meetings of the board, a majority of the
directors shall constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of
incorporation or these bylaws, any action required or permitted to be taken at
any meetings of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may
be, consent thereto in

8
<PAGE> 9
writing, and the writing or writings are filed with the minutes of the
proceedings of the board or committee.

Section 10. The chairman of the board of directors shall
preside at all meetings of the board of directors. In the absence of the
chairman, the chief executive officer shall preside and in his absence the
president shall preside.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the board of directors, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or

9
<PAGE> 10
authority in reference to amending the certificate of incorporation, adopting
any agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the bylaws of the
corporation; and, unless the resolution or the certificate of incorporation
expressly so provide, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of
incorporation, the board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any,
of attendance at each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a committee
thereof or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing

10
<PAGE> 11
committees may be allowed compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or
of the certificate of incorporation or of these bylaws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of
the corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
Mail. Notice to directors may also be given by telegram or by facsimile
transmission.

Section 2. Whenever any notice is required to be given under
the provisions of the statutes or of the certificate of incorporation or of
these bylaws, a waiver of notice thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by
the board of directors and shall be a chief executive officer, a president, a
vice-president, a secretary and a treasurer. The

11
<PAGE> 12
board of directors may also choose additional vice-presidents and one or more
assistant secretaries and assistant treasurers. Any number of offices may be
held by the same person, unless the certificate of incorporation or these
bylaws otherwise provide.

Section 2. The board of directors at its first meeting after
each annual meeting of stockholders shall choose a chief executive officer, a
president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such officers
and agents as its shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any vacancy occurring
in any office of the corporation shall be filled by the board of directors.

CHIEF EXECUTIVE OFFICER

Section 6. The chief executive officer shall have general
managerial responsibilities for the affairs of the corporation, subject to
orders and directions of the Board of Directors, and

12
<PAGE> 13
shall preside at all meeting of the stockholders. He may execute bonds,
mortgages and other contracts requiring a seal under the seal of the
corporation, except where required or permitted by law to otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the board of directs to some other officer or agent of the
corporation.

THE PRESIDENT

Section 7. Subject to the direction of the Board of Directors
and of the chief executive officer the president shall have general and active
management of the business of the corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He may execute
bonds, mortgages and other contracts requiring a seal under the seal of the
corporation, except where required or permitted by law to otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the board of directs to some other officer or agent of the
corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the chief executive officer or
the president or in the event of their inability or refusal to act, the
vice-president (or in the event there be more than one vice-president, the
vice-presidents in the order designated, or in the absence of any designation,
then in the order of their election)

13
<PAGE> 14
shall perform the duties of the chief executive officer or of the president and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the chief executive officer of the president. The
vice-presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors and shall perform such other duties as may be prescribed by the board
of directors or chief executive officer, under whose supervision he shall be.
He shall have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other office to affix the seal of the corporation and to
attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than

14
<PAGE> 15
one, the assistant secretaries in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.

Section 12. He shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

Section 13. If required by the board of directors, he shall
give the corporation a bond at the expense of the corporation (which shall be
renewed every six years) in such sum and with surety or sureties as shall be
satisfactory to the board of

15
<PAGE> 16
directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers and money and other
property of whatever kind in his possession or under his control belonging to
the corporation.

Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the treasurer of in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Every holder of Capital stock in the corporation
shall be entitled to have a certificate signed by, or in the name of the
corporation by the chairman or vice-chairman of the board of directors or the
president or a vice-president and the treasurer or an assistant treasurer or
the secretary or an assistant secretary of the corporation certifying the
number and class of shares owned by him in the corporation.

Section 2. Where a certificate is countersigned (1) by a
transfer agent other than the corporation or its employee, or (2)

16
<PAGE> 17
by a registrar other than the corporation or its employee, any other signature
on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

17
<PAGE> 18
TRANSFERS OF STOCK

Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders of
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than 60 days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for
the adjourned meeting.

18
<PAGE> 19
REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on the books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors may from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation or
for such other

19
<PAGE> 20
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish the reserve in the manner
in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each
annual meeting of the shareholders a full and clear statement of the business
and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the
corporation shall be signed by manual or facsimile signature by such officer or
officers or such other person or persons as the board of directors may from
time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its incorporation and the words
"Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise shown thereon.

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<PAGE> 21
ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed
or new by-laws may be adopted by the stockholders or by the board of directors,
when such power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting.

<PAGE> 1

EXHIBIT 4.1

<TABLE>
<S> <C> <C>
NUMBER SHARES

CMF- [CAL-MAINE LOGO]
COMMON STOCK COMMONSTOCK

SEE REVERSE FOR CERTAIN DEFINITIONS

CAL-MAINE FOODS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE

CUSIP
THIS CERTIFIES that

is the owner of
</TABLE>

FULLY PAID AND NONASSESABLE SHARES OF COMMON STOCK $.Ol PAR VALUE PER SHARE, OF

CAL-MAINEFOODS,INC.

transferable on the books of the Company in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This
certifica is not vaild until counter signed and registered by the Transfer
Agent and Registar.
WITNESS the facsimile seal of the Company and the facsimile
signtures of its duly authorzed officers.

<TABLE>
<S> <C> <C>
Dated:
Chief Executive Officer

(SEAL)
Secretary
COUNTERSIGNED AND REGISTERED:
SunTrust Bank, Atlanta
(Atlanta, Georgia)
</TABLE>

<PAGE> 2
CAL-MAINE FOODS, INC.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF
EACH CLASS OF STOCK OR SERIES THEREOF OF THE COMPANY, AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS, SUCH REQUEST MAY
BE MADE TO THE COMPANY OR THE TRANSFER AGENT.

The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:

TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with rights of survivorship and not
as tenants in common
UNIF GIFT MIN ACT -.....Custodian.....
(cust) (minor)
under Uniform Gifts to Minors
Act........
(State)

Additional abbreviations may also be used though not in the above list.

For Value Received,__________ hereby sell, assign and transfer unto

Please insert social security or other identifying number of assignee

- ---------------------

- ----------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, OF ASSIGNEE)

- ----------------------------------------------------------------------------

of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

to transfer the said stock on the books of the within named Company with full
power of substitution in the premises.

Dated
-------------------------

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGMENT OR ANY
CHANGE WHATEVER.

--------------------------------------
(SIGNATURE)

Note: Signature(s) should be guaranteed by an
eligible institution pursuant to S.E.C. Rule 17Ad-15

<PAGE> 1
EXHIBIT 4.2

WARRANT AGREEMENT

BETWEEN

CAL-MAINE FOODS, INC.

AND

PAULSON INVESTMENT COMPANY, INC.

-----------------

WARRANTS FOR PURCHASE OF 250,000 SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE, OF CAL-MAINE FOODS, INC.

WARRANTS VOID AFTER ____________ _____, 2001
<PAGE> 2
WARRANT AGREEMENT, dated as of _____________, 1996, between CAL-MAINE
FOODS, INC. (the "Company") and PAULSON INVESTMENT COMPANY, INC. (the
"Representative").

W I T N E S S E T H:

WHEREAS, the Company proposes to issue to the Representative warrants
("Warrants") to purchase up to an aggregate of 250,000 shares of Common Stock,
$0.01 par value, of the Company; and

WHEREAS, the Representative has agreed pursuant to the underwriting
agreement (the "Underwriting Agreement") dated as of the date hereof between
the Company and the several Underwriters listed therein to act as the
Representative in connection with the Company's proposed public offering of up
to 2,875,000 shares of Common Stock (including 800,000 shares being sold by a
Selling Stockholder) at a public offering price of $_____ per share of Common
Stock (the "Public Offering"); and

WHEREAS, the Warrants to be issued pursuant to this Agreement will be
issued on the Closing Date (as such term is defined in the Underwriting
Agreement) by the Company to the Representative in consideration for, and as
part of the Representative's compensation in connection with, the
Representative acting as the Representative pursuant to the Underwriting
Agreement;

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency which is hereby
acknowledged, the parties hereto agreed as follows:

THE REPRESENTATIVE (OR ITS DESIGNEES) IS HEREBY GRANTED THE RIGHT TO
PURCHASE, AT ANY TIME FROM ____________, 1997, UNTIL 5:00 P.M., PACIFIC TIME,
ON ____________, 2001, UP TO AN AGGREGATE OF 250,000 SHARES OF COMMON STOCK AT
AN INITIAL EXERCISE PRICE (SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 3
HEREOF) OF $_______ PER SHARE OF COMMON STOCK SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.

The Warrants issued pursuant hereto are subject to the following terms
and conditions:

1. DEFINITIONS OF CERTAIN TERMS. Except as may be otherwise
clearly required by the context, the following terms have the following
meanings:

(a) "Act" means the Securities Act of 1933, as amended.

(b) "Closing Date" means the date on which the Offering is closed.

2
<PAGE> 3
(c) "Commission" means the Securities and Exchange Commission.

(d) "Common Stock" means the common stock, $0.01 par value, of the
Company.

(e) "Company" means Cal-Maine Foods, Inc., a Delaware corporation.

(f) "Company's Expenses" means any and all expenses payable by the
Company or the Warrantholder in connection with the offering described in the
Registration Statement, as defined below, except the Warrantholder's Expenses.

(g) "Effective Date" means the date on which the Registration
Statement is declared effective by the Commission.

(h) "Exercise Price" means the price at which the Warrantholder
may purchase one Share (or other Securities obtainable in lieu of one Share)
upon exercise of a Warrant as determined from time to time pursuant to the
provisions hereof. The initial Exercise Price is $_________ per Share.

(i) "Offering" means the public offering of Shares made pursuant
to the Registration Statement.

(j) "Participating Underwriter" means any underwriter
participating in the sale of the Shares pursuant to the Registration Statement,
as defined below.

(k) "Registration Statement" means the Company's registration
statement (File No.333-______), as amended on the Closing Date.

(l) "Rules and Regulations" means the rules and regulations of the
Commission adopted under the Act.

(m) "Securities" means the securities obtained or obtainable upon
exercise of the Warrant(s) or securities obtained or obtainable upon exercise,
exchange, or conversion of such securities.

(n) "Share" means, as appropriate, either (i) a share of Common
Stock which is one of the shares of Common Stock offered to the public through
the prospectus included in the Registration Statement or (ii) an identical
share of Common Stock for which a Warrant is initially exercisable.

(o) "Warrant Certificate" means the certificate evidencing the
Warrant(s), a form of which is annexed hereto as Exhibit A.

(p) "Warrantholder" means the record holder of the Warrant(s) or
Securities. The initial Warrantholder is Paulson Investment Company, Inc.

3
<PAGE> 4
(q) "Warrantholder's Expenses" means the sum of: (i) the aggregate
amount of cash payments made to an underwriter, underwriting syndicate, or
agent in connection with a public offering described in Section 6 hereof
multiplied by a fraction the numerator of which is the aggregate sales price of
the Securities sold by such underwriter, underwriting syndicate, or agent in
such offering and the denominator of which is the aggregate sales price of all
of the Securities sold by such underwriter, underwriting syndicate, or agent in
such offering and (ii) all out-of-pocket expenses of the Warrantholder, except
for the fees and disbursements of one firm retained as legal counsel for the
Warrantholder that will be paid by the Company.

(r) "Warrant(s)" means the warrant(s) evidenced by the Warrant
Certificate, any similar certificate issued in connection with the Offering, or
any certificate obtained upon transfer or partial exercise of the Warrant(s)
evidenced by any such certificate.

2. EXERCISE OF WARRANT(S).

(a) All or any part of the Warrant may be exercised during a
four-year period commencing on the first anniversary of the Effective Date and
ending at 5 p.m. Pacific Time on the fifth anniversary of the Effective Date by
surrendering the Warrant Certificate, together with appropriate instructions,
duly executed by the Warrantholder or by its duly authorized attorney, at the
office of the Company, 3320 Woodrow Wilson Drive, Jackson, Mississippi 39209,
or at such other office or agency as the Company may designate. Upon receipt of
notice of exercise, the Company shall immediately instruct its transfer agent
to prepare certificates for the Securities to be received by the Warrantholder
upon completion of the Warrant exercise. When such certificates are prepared,
the Company shall notify the Warrantholder and deliver such certificates to the
Warrantholder (or as otherwise designated by the Warrantholder's written
instructions) immediately upon payment in full by the Warrantholder, in lawful
money of the United States, of the Exercise Price payable with respect to the
Securities being purchased. If the Warrantholder shall represent and warrant
that all applicable registration and prospectus delivery requirements for their
sale have been complied with upon sale of the Securities received upon exercise
of the Warrant(s), such certificates shall not bear a legend with respect to
the Act.

If fewer than all the Securities purchasable under the Warrant(s) are
purchased, the Company will, upon such partial exercise, execute and deliver to
the Warrantholder a new Warrant Certificate (dated the date hereof), in form
and tenor similar to the Warrant Certificate, evidencing that portion of the
Warrant not exercised. The Securities to be obtained on exercise of the
Warrant(s) will be deemed to have been issued, and any person exercising the
Warrants will be deemed to have become a holder of record of those Securities
as of the date of the payment of the Exercise Price.

(b) In addition to the method of payment set forth in paragraph
(a) of this Section 2 and in lieu of any cash payment required thereunder, the
Warrantholder shall have the right at any time and from time to time to
exercise the Warrant(s) in full or in part by surrendering the

4
<PAGE> 5
Warrant Certificate in the manner specified herein in exchange for the number
of shares of Common Stock equal to the quotient derived from DIVIDING the
NUMERATOR (which shall be an amount equal to the DIFFERENCE BETWEEN: (I) the
number of shares of Common Stock or other Securities as to which the Warrant is
being exercised MULTIPLIED by the per share Market Price, AND (II) the number
of shares of Common Stock or other Securities as to which the Warrant is being
exercised MULTIPLIED by the Exercise Price) BY the DENOMINATOR which shall be
the per share Market Price of the Common Stock. Solely for the purposes of
this paragraph, Market Price shall be calculated either: (i) on the date on
which the form of election attached hereto is deemed to have been sent to the
Company pursuant to Section 10 hereof (Notice Date") or (ii) as the average of
the Market Prices for each of the five trading days preceding the Notice Date,
whichever of (i) or (ii) is greater.

As used herein, the term "Market Price" at any date shall be deemed to
be, when referring to the Common Stock, the last reported sale price, or, in
case no such reported sale takes place on such day, the average of the last
reported sale prices for the last three (3) trading days, in either case as
officially reported by the principal securities exchange on which the Common
Stock is listed or admitted to trading or by the NASDAQ Stock Market ("NSM"),
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange or quoted by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the average closing bid price as
furnished by the National Association of Securities Dealers, Inc. ("NASD")
through NASDAQ or similar organization if NASDAQ is no longer reporting such
information, or if the Common Stock is not quoted on NASDAQ, as determined in
good faith (using customary valuation methods) by resolution of the members of
the Board of Directors of the Company, based on the best information available
to it.

3. ADJUSTMENTS IN CERTAIN EVENTS. The number, class, and price
of Securities for which the Warrant Certificate may be exercised are subject to
adjustment from time to time upon the happening of certain events as follows:

(a) If the outstanding shares of the Company's Common Stock are
divided into a greater number of shares or a dividend in stock is paid on the
Common Stock, the number of shares of Common Stock for which the Warrant(s) is
(are) then exercisable will be proportionately increased and the Exercise Price
will be proportionately reduced; and, conversely, if the outstanding shares of
Common Stock are combined into a smaller number of shares of Common Stock, the
number of shares of Common Stock for which the Warrant(s) is (are) then
exercisable will be proportionately reduced and the Exercise Price will be
proportionately increased. The increases and reductions provided for in this
paragraph (a) of Section 3 will be made with the intent and, as nearly as
practicable, the effect that neither the percentage of the total equity of the
Company obtainable on exercise of the Warrant(s) nor the price payable for such
percentage upon such exercise will be affected by any event described in this
paragraph (a) of Section 3.

5
<PAGE> 6
(b) In case of any change in the Common Stock through merger,
consolidation, reclassification, reorganization, partial or complete
liquidation, purchase of substantially all the assets of the Company, or other
change in the capital structure of the Company, then, as a condition of such
change, lawful and adequate provision will be made so that the holder of the
Warrant Certificate will have the right thereafter to receive upon the exercise
of the Warrant(s) the kind and amount of shares of stock or other securities or
property which it would have been entitled if, immediately prior to such event,
it had held the number of shares of Common Stock obtainable upon the exercise
of the Warrant(s). In any such case, appropriate adjustment will be made in
the application of the provisions set forth herein with respect to the rights
and interest thereafter of the Warrantholder, to the end that the provisions
set forth herein will thereafter be applicable, as nearly as reasonably may be,
in relation to any shares of stock or other property thereafter deliverable
upon the exercise of the Warrant(s). The Company will not permit any change in
its capital structure to occur unless the issuer of the shares of stock or
other securities to be received by the holder of the Warrant Certificate, if
not the Company, agrees to be bound by and comply with the provisions of the
Warrant Certificate.

(c) When any adjustment is required to be made in the number of
shares of Common Stock or other securities, or property purchasable upon
exercise of the Warrant(s), the Company will promptly determine the new number
of such shares or other securities or property purchasable upon exercise of the
Warrant(s) and (i) prepare and retain on file a statement describing in
reasonable detail the method used in arriving at the new number of such shares
or other securities or property purchasable upon exercise of the Warrant(s) and
(ii) cause a copy of such statement to be mailed to the Warrantholder within
thirty (30) days after the date of the event giving rise to the adjustment.

(d) No fractional shares of Common Stock or other securities will
be issued in connection with the exercise of the Warrant(s), but the Company
will pay, in lieu of fractional shares, a cash payment therefor on the basis of
the Market Price as that term is defined in paragraph (b) of Section 2.

(e) If preferred securities of the Company or securities of any
subsidiary of the Company are distributed pro rata to holders of any or all of
the Company's securities, such number of securities will be distributed to the
Warrantholder or its assignee upon exercise of its rights hereunder as such
Warrantholder or assignee would have been entitled to if the Warrant
Certificate had been exercised prior to such distribution. The provisions with
respect to adjustment of the Common Stock provided in this Section 3 will also
apply to the preferred securities and securities of any subsidiary to which the
Warrantholder or his assignee is entitled under this paragraph (e) of Section
3.

(f) Notwithstanding anything herein to the contrary, there will be
no adjustment made hereunder on account of the sale of the Common Stock or
other Securities purchasable upon exercise of the Warrant(s).

6
<PAGE> 7

4. RESERVATION OF SHARES. The Company agrees that the number
of shares of Common Stock or other Securities sufficient to provide for the
exercise of the Warrant(s) upon the basis set forth above will at all times
during the term of the Warrant(s) be reserved for exercise.

5. VALIDITY OF SECURITIES. All Securities delivered pursuant the
exercise of the Warrant(s) will be duly and validly issued in accordance with
their terms, and the Company will pay all documentary and transfer taxes, if
any, in respect of the original issuance thereof upon exercise of the
Warrant(s).

6. REGISTRATION OF SECURITIES ISSUABLE ON EXERCISE OF WARRANT(S).

(a) The Company shall register the Securities with the Commission
pursuant to the Act so as to allow the unrestricted sale of the Securities to
the public from time to time during a five year period commencing on the first
anniversary of the Effective Date and ending at 5:00 p.m. Pacific Time on the
fifth anniversary of the Effective Date (the "Registration Period"). The
Company shall also file such applications and other documents necessary to
permit the sale of the Securities to the public during the Registration Period
in those states in which the Shares were qualified for sale in the Offering or
such other states as to which the Company and the Warrantholder agree. In
order to comply with the provisions of this Section 6(a), the Company shall not
be required to file more than one registration statement. No registration right
of any kind, "piggyback" or otherwise, is required to be in effect longer than
five years from the Closing Date.

(b) The Company shall pay all of the Company's Expenses and each
Warrantholder will pay its pro rata share of the Warrantholder's Expenses
relating to the registration, offer, and sale of the Securities.

(c) Except as specifically provided herein, the manner and conduct
of the registration, including the contents of the registration statement, will
be entirely in the control and at the discretion of the Company. The Company
shall file such post-effective amendments and supplements as may be necessary
to maintain the currency of the registration statement during the period of its
use. In addition, if the Warrantholder participating in the registration is
advised by counsel that the registration statement, in its opinion, is
deficient in any material respect, the Company shall use its best efforts to
cause the registration statement to be amended to eliminate the concerns
raised.

(d) The Company shall furnish to the Warrantholder the number of
copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Act, and such other documents as the Warrantholder may
reasonably request in order to facilitate the disposition of Securities owned
by it.

(e) The Company shall, at the request of Warrantholder: (i)
furnish an opinion of the counsel representing the Company for the purposes of
the registration pursuant to this

7
<PAGE> 8
Section 6, addressed to the Warrantholder and any Participating Underwriter,
(ii) furnish an appropriate letter from the independent public accountants of
the Company, addressed to the Warrantholder and any Participating Underwriter,
and (iii) make representations and warranties to the Warrantholder and any
Participating Underwriter. A request pursuant to this subsection (e) may be
made on three occasions. The documents required to be delivered pursuant to
this subsection (e) will be dated within 30 days of the request and will be, in
form and substance equivalent to similar documents furnished to the
underwriters in connection with the Offering, with such changes as may be
appropriate in light of changed circumstances.

7. INDEMNIFICATION IN CONNECTION WITH REGISTRATION.

(a) In connection with its registration obligations, the Company
shall indemnify and hold harmless the selling Warrantholder, any person who
controls the selling Warrantholder within the meaning of the Act, and any
Participating Underwriter against any losses, claims, damages, or liabilities,
joint or several, to which the Warrantholder, controlling person, or
Participating Underwriter may be subject under the Act or otherwise; and it
shall reimburse each Warrantholder, each controlling person, and each
Participating Underwriter for any legal or other expenses reasonably incurred
by the Warrantholder, controlling person, or Participating Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability, or action, insofar as such losses, claims, damages, or liabilities,
joint or several (or actions in respect thereof), arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any such registration statement or
any preliminary prospectus or final prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that the Company
will not be liable in any case to the extent that any loss, claim, damage, or
liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in any registration statement,
preliminary prospectus, final prospectus, or any amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
by the Warrantholder or any person controlling the Warrantholder or any
Participating Underwriter for use in the preparation thereof. The indemnity
agreement contained in this subparagraph (a) will not apply to amounts paid to
any claimant in settlement of any suit or claim unless such payment is first
approved by the Company, such approval not to be unreasonably withheld or
delayed.

(b) The selling Warrantholder, as a condition of the Company's
registration obligation, shall indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed any registration statement
or other filing or any amendment or supplement thereto, and any person who
controls the Company within the meaning of the Act, against any losses, claims,
damages, or liabilities to which the Company or any such director, officer, or
controlling person may become subject under the Act or otherwise, and shall
reimburse any legal or other expenses reasonably incurred by the Company or any
such director, officer, or controlling person in connection with investigating
or defending any such

8
<PAGE> 9
loss, claim, damage, liability, or action, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue or alleged untrue statement of any material fact
contained in said registration statement, any preliminary or final prospectus,
or other filing, or any amendment or supplement thereto, or arise out of or are
based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or alleged
untrue statement or omission or alleged omission was made in said registration
statement, preliminary or final prospectus, or other filing, or amendment or
supplement, in reliance upon and in conformity with written information
furnished by the Warrantholder or any person controlling the Warrantholder or
any Participating Underwriter for use in the preparation thereof; provided,
however, that the indemnity agreement contained in this subparagraph (b) shall
not apply to amounts paid to any claimant in settlement of any suit or claim
unless such payment is first approved by the Warrantholder, such approval not
to be unreasonably withheld or delayed.

(c) Promptly after receipt by an indemnified party under
subparagraphs (a) or (b) above of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, notify the indemnifying party of the
commencement thereof, but the omission to notify the indemnifying party will
not relieve it from any liability that it may have to any indemnified party
otherwise than under subparagraphs (a) and (b).

(d) If any such action is brought against any indemnified party
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified
parry; and after notice from the indemnifying party to such indemnified party
of its election to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.

8. RESTRICTIONS ON TRANSFER. The Warrant Certificate and the
Warrant(s) may not be sold, transferred, assigned or hypothecated except to
underwriters of the Offering or to individuals who are either a partner or an
officer of such an underwriter or by will or by operation of law. The
Warrant(s) may only be exercised by one of the aforesaid persons or by a
successor entity or legal representative. The Warrant(s) may be divided or
combined, upon request to the Company by the Warrantholder, into a certificate
or certificates evidencing the same aggregate number of Warrants.

9. NO RIGHTS AS A STOCKHOLDER. Except as otherwise provided
herein, the Warrantholder will not, by virtue of ownership of the Warrant(s),
be entitled to any rights of a stockholder of the Company but will, upon
written request to the Company, be entitled to receive such quarterly or annual
reports as the Company distributes to its stockholders.

9
<PAGE> 10
10. NOTICE. Any notices required or permitted to be given
hereunder will be in writing and may be served personally or by mail; and if
served will be addressed as follows:

If to the Company:

3320 Woodrow Wilson Drive
Jackson, Mississippi 39209
Attn: Fred R. Adams, Jr.,
Chairman of the Board

If to the Warrantholder:

at the address furnished
by the Warrantholder to the
Company for the purpose of
notice.

Any notice so given by mail will be deemed effectively given 48 hours
after mailing when deposited in the United States mail, registered or certified
mail, return receipt requested, postage prepaid and addressed as specified
above. Any party may by written notice to the other specify a different address
for notice purposes.

11. APPLICABLE LAW. This Warrant Agreement and the Warrant(s)
issuable pursuant to the provisions hereof will be governed by and construed in
accordance with the laws of the State of Oregon, without reference to conflict
of laws principles thereunder. All disputes relating to this Warrant Agreement
and/or the Warrant(s) issuable hereunder shall be tried before the courts of
Oregon located in Multnomah County, Oregon to the exclusion of all other courts
that might have jurisdiction.

Dated as of , 1996
---------- -------
CAL-MAINE FOODS, INC.
By:
---------------------------------

---------------------------------

Agreed and Accepted as of ,1996
------- ---
PAULSON INVESTMENT COMPANY, INC.

By:
-------------------------------

----------------------------------

10
<PAGE> 11
EXHIBIT A

[FORM OF WARRANTS CERTIFICATE]

THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANTS REPRESENTED BY THIS
CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON RECEIPT BY THE ISSUER
OF AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO
COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

EXERCISABLE ON OR BEFORE
5:00 P.M., PACIFIC TIME, ________, 2001

NO. W- WARRANTS TO PURCHASE
250,000 SHARES OF COMMON STOCK

WARRANT CERTIFICATE

This WARRANT CERTIFICATE certifies that _________, or registered
assigns, is the registered holder of a Warrant to purchase initially, at any
time from _______, 1997 until 5:00 p.m., Pacific time, on _______, 2001
("Expiration Date"), up to _________________ fully-paid and non-assessable
shares of common stock, $.01 par value (the "Common Stock"), of CAL-MAINE
FOODS, INC., a Delaware corporation (the "Company"), at the initial exercise
price, subject to adjustment in certain events (the "Exercise Price"), of $____
per share of Common Stock upon surrender of this Warrant Certificate and
payment of the Exercise Price in cash or in warrants as provided in paragraphs
(a) and (b), as the case may be, of Section 2 of the Warrant Agreement (defined
below) at an office or agency of the Company, but subject to the conditions set
forth herein and in the Warrant Agreement dated as of __________, 1996 between
the Company and Paulson Investment Company, Inc. (the "Warrant Agreement").
Payment of the Exercise Price, where payment is made in cash pursuant to
paragraph (a) of Section 2 of the Warrant Agreement, shall be made by certified
or official bank check in New York Clearing House funds payable to the order of
the Company or, where payment is made

A-1
<PAGE> 12
in Warrant(s) pursuant to paragraph (b) of Section 2 of the Warrant Agreement,
by surrender of this Warrant Certificate, as provided in the Warrant Agreement.

The Warrant(s) may not be exercised after 5:00 p.m., Pacific time, on
the Expiration Date, at which time the Warrant(s) shall become null and void.

The Warrants evidenced by this Warrant Certificate have been issued
pursuant to the Warrant Agreement, dated as of _______, 1996, between Cal-Maine
Foods, Inc. and Paulson Investment Company, Inc. (the "Warrant Agreement")
which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations and duties thereunder of the Company and the
holder (the word "holder" meaning the registered holder) of the Warrant(s).

The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price and the type and/or number of the Company's
securities issuable upon exercise of the Warrant(s) may, subject to certain
conditions, be adjusted. In such event, the Company will, at the request of
the holder, issue a new Warrant Certificate evidencing the adjustment in the
Exercise Price and the number and/or type of securities issuable upon the
exercise of the Warrant(s); provided, however, that the failure of the Company
to issue such new Warrant Certificate shall not in any way change, alter, or
otherwise impair, the rights of the holder as set forth in the Warrant
Agreement.

Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing a like number of securities
for which this Warrant may be exercised shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without any charge except for any tax or
other governmental charge imposed in connection with such transfer.

Upon the exercise of less than all of the securities for which this
Warrant may be exercised, the Company shall forthwith issue to the holder
hereof a new Warrant Certificate representing the remaining number of
unexercised Warrants.

The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.

A-2
<PAGE> 13
All terms use in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.

Dated as of , 1996
--------------

CAL-MAINE FOODS, INC.
[Seal]

By:
-------------------------
Name:
Title:

A-3
<PAGE> 14
FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 2(a)
OF THE BELOW DESCRIBED WARRANT AGREEMENT

The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to purchase ___________________
shares of Common Stock and herewith tenders in payment for such securities a
certified or official bank check payable in New York Clearing House funds to
the order of Cal-Maine Foods, Inc. in the amount of $________________, all in
accordance with the terms of Section 2(a) of the Warrant Agreement, dated as
of ____________, 199___, between Cal-Maine Foods, Inc. and Paulson Investment
Company, Inc. The undersigned requests that a certificate for such securities
be registered in the name of _____________________ whose address is
__________________________ and that such certificate be delivered to
______________ whose address is _____________________________.

Dated:

Signature
------------------------------
(Signature must conform in all
respects to name of holder as
specified on the face of the Warrant
Certificate)

---------------------------------------
(Insert Social Security or Other
Identifying Number of Holder)

A-4
<PAGE> 15
FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 2(b)
OF THE BELOW DESCRIBED WARRANT AGREEMENT

The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase __________________ shares
of Common Stock and herewith tenders in payment for such securities such number
of the Warrant(s) as shall be determined in accordance with the terms of
Section 2(b) of the Warrant Agreement, dated as of _________, 1996, between
Cal-Maine Foods, Inc. and Paulson Investment Company, Inc. The undersigned
requests that a certificate for such securities be registered in the name of
_________________________whose address is_________________________________and
that such certificate be delivered to __________________ whose address is
________________________________________. The undersigned also requests that a
certificate for the remaining number of unexercised warrants be registered in
the name of ___________________ whose address is
______________________________________ and that such certificate be delivered
to ________________________ whose address is
______________________________________________.

Dated:

Signature
------------------------------
(Signature must conform in all
respects to name of Holder as
specified on the face of the Warrant
Certificate)

---------------------------------------
(Insert Social Security or Other
Identifying Number of Holder)

A-5
<PAGE> 16
FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate or any part thereof, such
assignment to be subject to restrictions of the Warrant Agreement
referred to in the Warrant Certificate.)

FOR VALUE RECEIVED, ______________________ hereby sells, assigns and
transfers unto

- --------------------------------------------------------------------------------

(Please print name and address of transferee)

[this Warrant Certificate] [________ warrants exercisable pursuant to this
Warrant Certificate], together with all right, title and interest therein. The
undersigned requests that a certificate for such securities be registered in
the name of _________________________whose address
is_________________________________and that such certificate be delivered to
__________________ whose address is ________________________________________.
The undersigned also requests that a certificate for the remaining number of
unexercised warrants be registered in the name of ___________________ whose
address is ______________________________________ and that such certificate be
delivered to ________________________ whose address is
______________________________________________.

Dated:
------------------

Signature
------------------------------
(Signature must conform in all
respects to name of holder as
specified on the face of the Warrant
Certificate)

---------------------------------------
(Insert Social Security or Other
Identifying Number of Assignee)

A-6

<PAGE> 1
EXHIBIT 5

October 24, 1996

Cal-Maine Foods, Inc.
3320 Woodrow Wilson Drive
Jackson, Mississippi 39209

Re: Cal-Maine Foods, Inc.
Registration Statement on Form S-1

Gentlemen:

We have acted as counsel to Cal-Maine Foods, Inc. (the
"Company") in connection with the preparation of the Registration Statement on
Form S-1 filed with the Commission today (together with all exhibits thereto,
the "Registration Statement"). The Registration Statemetn relates to an
underwritten public offering of up to 2,500,000 shares of the Company's common
stock, par value $.01 per share (the "Common Stock") to be made through a group
of investment bankers (the "Underwriters") headed by Paulson Investment
Company, Inc. (the "Representative"). In addition, the Registration Statement
relates to up to 375,000 shares of Common Stock that may be issued to the
Underwriters upon the exercise of an over-allotment option and up to 250,000
shares of Common Stock that may be issued under the exercise of Warrants to be
issued to the Representative. A form of underwriting agreement is filed as
Exhibit 1, and a form of warrant agreement is filed as Exhibit 4.3 to the
Registration Statemetn (respectively, the "Underwriting Agreemtn" and "Warrant
Agreement"). The 3,125,000 shares of Common Stock referred to above are
collectively referred to herein as the "Shares".

We have examined (1) the Amended and Restated Certificate of
Incorporation of the Company, certified by the Secretary of State of the State
of Delaware, (2) the By-Laws, as amended, of the Company, certified by the
Secretary of the Company as being those currently in effect, (3) the
Registration Statement, (4) the Underwriting Agreement, (5) the Warrant
Agreement, and (6) such other corporate records, certificates, documents and
other instruments as in our opinion are necessary or appropriate in connection
with expressing the opinions set forth below:

Based upon the foregoing, it is our opinion that:

1. The Company is a corporation duly organized and
existing under the laws of the State of Delaware.

2. When the following events shall have occurred:

(a) the Registration Statement shall have been
ordered effective by the Commission in
accordance with the Securities Act of 1933,
as amended, and
<PAGE> 2
(b) the Shares shall have been paid for and
issued in accordance with the terms of the
Underwriting Agreement and the Warrant
Agreement, and as provided in the
Registration Statement,

the Shares thus sold will be legally issued, fully paid and nonassessable.

This firm hereby consents to the reference to it under the
heading "Legal Matters" appearing in the Prospectus which is part of the
Registration Statement.

Sincerely,

WELLS, MOORE, SIMMONS & NEELD

<PAGE> 1
EXHIBIT 10.1

================================================================================

AMENDED AND RESTATED
TERM LOAN AGREEMENT

DATED AS OF MAY 29, 1990

BETWEEN

CAL-MAINE FOODS, INC.,
BORROWER,

AND

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH,

BANK

================================================================================
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE I - AMOUNT AND TERM OF THE ADVANCE . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.01. The Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.02. Making the Additional Advance. . . . . . . . . . . . . . . . . . . 3
Section 1.03. Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Interest Rate. . . . . . . . . . . . . . . . . . . . . . . 3
(b) Interest Period. . . . . . . . . . . . . . . . . . . . . . 4
Section 1.04. Increased Costs. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.05. Evidence of Debt. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.06. Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE II - TERMS OF PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.01. Repayment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.02. Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(a) Mandatory . . . . . . . . . . . . . . . . . . . . . . . . . 5
(b) Optional. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.03. Payments and Computations. . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III - CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.01. Conditions Precedent to the Advance. . . . . . . . . . . . . . . . 6

ARTICLE IV - REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.01. Representations and Warranties of the Borrower. . . . . . . . . . . 9

ARTICLE V - COVENANTS OF THE BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.01. Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . . . 12
(a) Compliance with Laws, etc. . . . . . . . . . . . . . . . . 12
(b) Payment of Taxes, etc. . . . . . . . . . . . . . . . . . . 12
(c) Preservation of Corporate Existence, etc. . . . . . . . . . 12
(d) Keeping of Books. . . . . . . . . . . . . . . . . . . . . . 13
(e) Visitation Rights. . . . . . . . . . . . . . . . . . . . . 13
(f) Maintenance of Properties, etc. . . . . . . . . . . . . . . 13
(g) Maintenance of Insurance. . . . . . . . . . . . . . . . . . 13
(h) Working Capital . . . . . . . . . . . . . . . . . . . . . . 13
(i) Tangible Net Worth. . . . . . . . . . . . . . . . . . . . . 13
(j) Debt to Equity Ratio. . . . . . . . . . . . . . . . . . . . 14
(k) Reporting Requirements. . . . . . . . . . . . . . . . . . . 14
(l) Appraisals. . . . . . . . . . . . . . . . . . . . . . . . . 15
(m) Further Assurances . . . . . . . . . . . . . . . . . . . . 15
(n) ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5.02. Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . 15
(a) Guaranteed Indebtedness. . . . . . . . . . . . . . . . . . 15
(b) Dividends, etc. . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C> <C>
(c) Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(d) Maintenance of Ownership of Subsidiaries . . . . . . . . . . . . . . . . . . 16
(e) Mergers, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(f) Sales, etc. of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(g) Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(h) Liens, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VI - EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VII - DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . . . . . . . . . . . . . 19
Section 7.01. Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . . 19
Section 7.02. Accounting Terms. . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE VIII - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.01. Amendments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.02. Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.03. No Waiver; Remedies. . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.04. Costs, Expenses and Taxes. . . . . . . . . . . . . . . . . . . . . 25
Section 8.05. Limitation and Adjustment of Interest. . . . . . . . . . . . . . . 26
Section 8.06. Right of Set-off. . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 8.07. Severability of Provisions . . . . . . . . . . . . . . . . . . . . 27
Section 8.08. Binding Effect; Governing Law. . . . . . . . . . . . . . . . . . . 27
Section 8.09. Consent to Jurisdiction; Process Agent. . . . . . . . . . . . . . . 27
Section 8.10. Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.11. Entire Agreement; Amendment and Restatement. . . . . . . . . . . . 28
</TABLE>

INDEX TO EXHIBITS

Exhibit A - Form of Note
Exhibit B - Form of Amended Borrower Mortgage
Exhibit C - Form of Amended Cal-Maine Mortgage
Exhibit D - Form of New Mortgage
Exhibit E - Form of Process Agent's Letter
Exhibit F - Form of Borrowing Base Certificate

Schedule 1 - New Properties

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<PAGE> 4
AMENDED AND RESTATED
TERM LOAN AGREEMENT

Dated as of May 29, 1990

This AMENDED AND RESTATED TERM LOAN AGREEMENT is between CAL-MAINE
FOODS, INC., a Delaware corporation (the "Borrower") and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," New York branch (the
"Bank").

R E C I T A L S:

A. Borrower and Bank have entered into that certain Term Loan
Agreement dated as of May 15, 1986, as amended by (i) that certain Amendment
dated as of December 1, 1987, (ii) that certain Amendment dated as of December
31, 1988, (iii) that certain Amendment dated as of June 2, 1989, and (iv) that
certain Amendment dated as of June 30, 1989 (the Term Loan Agreement, as the
same has previously been amended, is hereinafter referred to as the "Previous
Term Loan Agreement").

B. Pursuant to the Previous Term Loan Agreement, Bank made a Four
Million Five Hundred Thousand Dollar ($4,500,000.00) term loan to Borrower (the
"Existing Loan"). The Borrower has made principal payments on the Existing
Loan reducing the outstanding principal balance thereof to Two Million Eight
Hundred Twelve Thousand Five Hundred Dollars ($2,812,500.00) as of the date
hereof.

C. Borrower has requested that the Bank make an additional term
loan to the Borrower in an amount up to Ten Million Six Hundred Three Thousand
Five Hundred Dollars ($10,603,500.00) (the "Additional Advance").

D. Borrower, Bank, and Barclays Bank PLC (herein "Barclays") have
entered into that certain Amended and Restated Revolving Credit Agreement dated
as of the date hereof (as the same may be amended, the "Revolving Credit
Agreement") which amended and restated in its entirety that certain Revolving
Credit Agreement dated as of October 18, 1984 between Borrower and Bank (as the
same had previously been amended, herein referred to as the "Previous Revolving
Credit Agreement").

E. Borrower and Bank have entered into that certain Fourth
Amendment to Reimbursement and Credit Agreement (herein the "Fourth Amendment
to Reimbursement Agreement") dated as of the date hereof which amended that
certain Reimbursement and Credit Agreement dated as of December 1, 1987 (as
amended by the Amendment dated as of May 31, 1988, the Amendment dated as of
December 31, 1988, the Amendment dated as of June 2, 1989 and the Fourth
Amendment to Reimbursement Agreement and as the same may hereafter be amended,
herein referred to as the "Reimbursement Agreement").

F. To secure certain of the obligations and indebtedness of
Borrower to the Bank under the Previous Term Loan Agreement, the Previous
Revolving Credit Agreement, the

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<PAGE> 5
Reimbursement Agreement and the other documents executed in connection
therewith, the Borrower, Cal-Maine Farms, Inc., and Cal-Maine Egg Products,
Inc., executed certain security agreements and mortgages (as amended but
excluding the collateral documents executed in connection with the
Reimbursement Agreement, such security agreements and mortgages herein called
the "Existing Collateral Documents").

G. To induce the Bank to make the Additional Advance, the
Borrower has agreed to grant to Bank security interests and liens in the real
properties described on Schedule 1 attached hereto and the personal property
relating thereto (the "New Properties").

H. To induce Barclays to agree to extend credit to Borrower under
the Revolving Credit Agreement, Borrower, Cal-Maine Farms, Inc., and Cal-Maine
Egg Products, Inc. have agreed to grant security interests and liens to
Barclays in the New Properties, to the extent applicable, and in the properties
covered by the Existing Collateral Documents (herein the "Existing Properties"
and together with the New Properties herein referred to as the "Properties").

I. The Bank and Barclays have entered into that certain
Intercreditor Agreement dated the date hereof (as the same may be amended, the
"Intercreditor Agreement") pursuant to which the Bank and Barclays set forth
therein their respective rights and priorities in and with respect to the
Properties and appointed the Bank as agent for itself and Barclays (in such
capacity herein referred to as the "Agent") to act as agent with respect to the
Properties as therein provided.

J. To facilitate the collateral arrangements contemplated by this
Agreement, the Revolving Credit Agreement, the Reimbursement Agreement and the
Intercreditor Agreement, the Bank has assigned all of its right, title, and
interest in and to the Existing Collateral Documents to the Agent pursuant to
that certain Assignment Agreement dated the date hereof (as the same may be
amended, herein the "Assignment"); provided that with respect to that certain
Collateral Pledged Agreement dated October 17, 1984 executed by Borrower,
Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc. for the benefit of the
Bank which is an existing Collateral Document, Bank, Borrower, Cal-Maine Farms,
Inc. and Cal-Maine Egg Products, Inc. only amended the terms thereof to provide
that both the Bank and Barclays shall be pledgees thereunder pursuant to that
certain Amendment to Collateral Pledge Agreement and Assignment of Interest
dated the date hereof (such Collateral Pledge Agreement, as amended, herein the
"Pledge Agreement" and together with the Collateral Chattel Mortgage Note
pledged pursuant thereto and the Act of Collateral Chattel Mortgage on
Inventory dated October 17, 1984 executed by Borrower, Cal-Maine Farms, Inc.
and Cal-Maine Egg Products, Inc. in connection therewith, herein collectively
referred to as the "Louisiana Collateral Documents").

K. Borrower and the Bank now desire to amend the Previous Term
Loan Agreement in its entirety as herein set forth to provide for the
Additional Advance, provide for the grant of the security interests and liens
in the New Properties and to reflect the assignment and amendment of the
Existing Collateral Documents to the Agent.

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<PAGE> 6
AGREEMENTS:

ARTICLE ARTICLE I.
AMOUNT AND TERM OF THE ADVANCE

Section 1.1. The Advance. The Bank has made an advance
to Borrower on May 19, 1986 (the "Initial Closing Date") in the original
principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000.00)
(the "Initial Advance"). The Bank agrees, on the terms and conditions
hereinafter set forth, to make one additional advance (the "Additional
Advance") to the Borrower on the Closing Date (this and certain other
capitalized terms are defined in Section 7.01) in the amount up to Ten Million
Six Hundred Three Thousand Five Hundred Dollars ($10,603,500.00); provided that
after giving effect to such Additional Advance the aggregate principal amount
of the Advance shall not exceed the Borrowing Base.

Section 1.2. Making the Additional Advance.

(a) The Additional Advance shall be made on at
least two Business Days notice from the Borrower to the Bank
specifying the Closing Date (which shall be a Business Day) and amount
thereof and selecting the Interest Period therefor pursuant to Section
1.03(b). Not later than 2:00 P.M. (New York City time) on the Closing
Date and upon fulfillment of the conditions set forth in Article III,
the Bank, subject to Section 8.04(c), will make the Additional Advance
available to the Borrower in United States dollars (i) in same day
funds at the Bank's address referred to in Section 8.02 or (ii) by
wire transfer of immediately available funds for the account of the
Borrower or such other person as the Borrower shall designate in
writing in a Bank with an account in the Federal Reserve wire system.
The Additional Advance will be made available per clause (i) unless
the Borrower shall designate in the Closing Date notice referred to
above the information necessary for the Bank to wire the Additional
Advance in accordance with clause (ii).

(b) The notice specified in subsection (a) of
this Section 1.02 shall be irrevocable and binding on the Borrower and
the Borrower shall indemnify the Bank against any loss or expense
incurred by the Bank as a result of any failure to fulfill on or
before the Closing Date the conditions set forth in Article III,
including, without limitation, any loss (including loss of anticipated
profits) or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by the Bank to fund
the Additional Advance to be made by the Bank if the Additional
Advance, as a result of such failure, is not made on the Closing Date.

Section 1.3. Interest.

(a) Interest Rate. The Borrower shall pay
interest on the unpaid principal amount of the Advance quarterly on
the last Business Day of each June, September, December and March
commencing June 29, 1990 until and including March 31, 2000 and on
June 30, 2000, at an interest rate per annum equal to 1.65% per annum
above the Term Federal Funds Rate for the applicable Interest Period;
provided,

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<PAGE> 7
that such rate shall in no event be higher than the maximum interest
rate permitted by law; and provided, further, that any amount of
principal which is not paid when due (whether at stated maturity, by
acceleration or otherwise) shall bear interest, from the date on which
such amount is due until such amount is paid in full, at the Default
Rate.

(b) Interest Period. The period between the
Closing Date and the date of payment in full of the Advance shall be
divided into successive periods, each such period being an Interest
Period. The period commencing on the Initial Closing Date has been
divided into successive periods, each of such periods also being an
Interest Period. The Interest Period in existence under the Previous
Term Loan Agreement shall continue hereunder until, and shall end on,
the Closing Date. The initial Interest Period under this Agreement
and with respect to the total amount of the Advance shall begin on the
Closing Date and end on the last day of such period as selected by the
Borrower, and thereafter, each subsequent Interest Period shall begin
on the last day of the immediately preceding Interest Period and end
on the last day of such period as selected by the Borrower. The
duration of each Interest Period shall be of one, three, six, nine or
twelve whole months, as the Borrower may select, upon notice,
specifying the first day and duration of such Interest Period,
received by the Bank before 2:00 P.M. (New York City time) one
Business Day prior to the first day of such Interest Period or, if the
Bank shall, in its sole discretion, determine that funds are available
to it for periods longer than twelve months, such longer period as the
Borrower shall select after consultation with the Bank; provided,
however, that if the Borrower fails so to select the duration of any
Interest Period, the duration of such Interest Period shall be one
month and; provided, further, that the duration of any Interest Period
which commences before any principal repayment installment date and
otherwise ends after such date shall end on such date, and no Interest
Period shall end after the last principal repayment date.

Section 1.4. Increased Costs. If, on or after the date
hereof, the introduction of or any change (including, without limitation, any
change by way of imposition or increase of reserve requirements) in or in the
interpretation of any law or regulation or the compliance by the Bank with any
guideline or request from any central bank or other governmental authority
(whether or not having the force of law), shall result in any increase in the
cost to the Bank of agreeing to make or making, funding, or maintaining the
Advance, or to reduce the amount of any sums received or receivable by the Bank
under this Agreement or the Note, then, the Borrower shall from time to time,
upon demand by the Bank, pay such additional amounts as will compensate the
Bank for such increased cost or reduced amount. A certificate of the Bank,
submitted to the Borrower, setting forth the amounts of such increased cost or
reduced amount and the additional amounts to be paid to the Bank under this
Section shall be conclusive. After the Bank notifies the Borrower of any
increased cost pursuant to this Section 1.04, the Borrower may upon at least
five Business Days written notice to the Bank prepay in full or in part the
Advance, provided the Borrower shall comply with the prepayment provisions of
Section 2.02(b) and reimburse the Bank for all such increased costs incurred by
the Bank and pay to the Bank all amounts due pursuant to Section 8.04(b).

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<PAGE> 8
Section 1.5. Evidence of Debt. The indebtedness of the
Borrower resulting from the Advance shall be evidenced by a promissory note of
the Borrower, in substantially the form of Exhibit A hereto (the "Note"),
delivered to the Bank pursuant to Article III.

Section 1.6. Use of Proceeds. The proceeds of the Initial
Advance were used partially for the purpose of re-financing the Borrower's
purchase of an egg production facility and feed mill at Bethune, South Carolina
and partially for the purpose of financing the operations at such facilities.
The process of the Additional Advance shall be used to refinance the purchase
of the New Properties and to refinance the repurchase of certain preferred
stock issued by Borrower to Sunny Fresh Foods, Inc.

ARTICLE II.
TERMS OF PAYMENTS

Section 2.1. Repayment. The Borrower shall repay the
aggregate unpaid principal amount of the Advance in accordance with this
Agreement and the terms of the Note evidencing the indebtedness resulting from
the Advance and delivered to the Bank pursuant to Article III.

Section 2.2. Prepayments.

(a) Mandatory. If at any time the aggregate
principal amount of the Advance at such time outstanding shall exceed
the Borrowing Base at such time, the Borrower shall immediately prepay
the Advance in an aggregate amount equal to the difference between
such outstanding amount and the Borrowing Base at such time (the
"Prepayment Amount") and upon such prepayment the Borrower shall pay
to the Bank all amounts due pursuant to Section 8.04(b) as a result of
such prepayment. Any amount received by the Bank at the time of such
prepayment shall first be applied to the Prepayment Amount.

(b) Optional. The Borrower may, upon at least
five Business Days notice to the Bank, prepay the outstanding amount
of the Advance on the last day of any Interest Period in whole or in
part with (i) accrued interest to the date of such prepayment on the
amount so prepaid and (ii) all amounts due pursuant to Section 8.04(b)
as a result of such prepayment, provided, that each such partial
prepayment shall be in a principal amount not less than $500,000 or an
integral multiple thereof.

Section 2.3. Payments and Computations.

(a) The Borrower shall make each payment of
principal, interest and other amounts due hereunder and under the Note
not later than 12:00 noon (New York City time) on the day when due in
lawful money of the United States of America to the Bank at its office
at 245 Park Avenue, New York, New York 10167, in same day funds. Each
payment or (unless otherwise specified by the Borrower or otherwise
specified by this Agreement) prepayment made on account of principal
or interest hereunder shall be applied, first, to interest then
payable on the Advance and, then,

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<PAGE> 9
to the then unpaid principal of the Advance. The Borrower hereby
authorizes the Bank, if and to the extent payment is not made when due
hereunder or under the Note, to charge from time to time against the
Borrower's accounts with the Bank any amount so due.

(b) All computations of interest hereunder and
under the Note, shall be made by the Bank on the basis of a year of
360 days, in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for
which such interest is payable. Each determination by the Bank of an
interest rate hereunder shall be conclusive and binding for all
purposes.

(c) whenever any payment to be made hereunder or
under the Note shall be stated to be due, or whenever the last day of
any Interest Period would otherwise occur, on a day other than a
Business Day, such payment shall be made, and the last day or such
Interest Period shall occur, on the next succeeding Business Day, and
such extension of time shall in such case be included in the
computation of payment of interest.

ARTICLE III.
CONDITIONS PRECEDENT

Section 3.1. Conditions Precedent to the Advance. The
obligation of the Bank to make the Additional Advance is subject to the
condition precedent that the conditions precedent set forth in the Revolving
Credit Agreement shall have been satisfied and the Bank shall have received on
or before the Closing Date the following, each dated such day (unless otherwise
indicated), in form-and substance satisfactory to the Bank:

(a) The Note.

(b) The Borrower Mortgages, duly executed by the
Borrower and, to the extent applicable, Cal-Maine Farms, Inc. and the
Amended Cal-Maine Mortgage, duly executed by Cal-Maine Farms, Inc.
together with:

(i) title insurance policies, binders or
endorsements issued by or on behalf of a reputable title
insurance company approved by the Bank insuring title to each
of the Encumbered Properties and assuring the Agent that each
of the Mortgages is valid and enforceable, that the lien of
each of the Mortgages covering each of the Encumbered
Properties is free and clear of all defects and encumbrances
(executed Permitted Encumbrances), and naming the Agent as an
additional insured;

(ii) evidence of all insurance required
by the Mortgages;

(iii) evidence of the completion of all
necessary recordings and filings of the Borrower and Cal-Maine
Farms, Inc. as may be necessary or, in

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<PAGE> 10
the opinion of the Bank, desirable to perfect the security
interests and liens in favor of the Agent created by the
Mortgages;

(iv) evidence that there exists no lien
or encumbrance on any of the Encumbered Properties (and the
buildings thereon) that is superior to the lien created by the
Mortgages, as the case may be (other than the liens and
encumbrances specifically permitted by the Mortgages or such
superior liens as to which the Borrower shall have delivered
instruments satisfactory to the Bank which when filed and
recorded by the Bank will result in the discharge of such
superior liens);

(v) copies of all recorded easements,
rights-of-way, restrictive covenants, leases, encumbrances,
and other documents and instruments filed of record that
affect the Encumbered Properties, together with evidence
satisfactory to Bank that the Encumbered Properties are
properly zoned for their respective present use;

(vi) an environmental report addressed to
Agent and prepared by an environmental engineer acceptable to
Agent certifying that the Encumbered Properties and Borrower's
or Cal-Maine Foods, Inc.'s operations thereon comply with all
environmental laws, that the Encumbered Properties are free of
hazardous substances (as determined under environmental laws),
and that the Encumbered Properties and any structures thereon
are free of any conditions that present indoor or outdoor air
hazards; and

(vii) evidence that all other actions
necessary or, in the opinion of the Bank, desirable to perfect
and protect the lien created by each of the Mortgages have
been taken.

(d) The Intercreditor Agreement duly executed by
Barclays;

(e) The Assignment and the Amendment to
Collateral Pledge Agreement duly executed;

(f) The Amended Guaranty Agreements duly executed
by each Guarantor, as applicable;

(g) Certified copies of (i) resolutions of the
Board of Directors of the Borrower evidencing approval of each Loan
Document to which it is a party and the matters contemplated thereby,
(ii) resolutions of each other Loan Party evidencing approval of each
Loan Document to which it is a party and the matters contemplated
thereby, and (iii) all documents evidencing other necessary corporate
action and governmental approvals, if any, with respect to each such
Loan Document;

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<PAGE> 11
(h) A certificate of the Secretary or an
Assistant Secretary of each Loan Party certifying the names and true
signatures of the officers of such Loan Party authorized to sign each
Loan Document to which it is a party and the other documents
contemplated hereby or to be delivered by it hereunder. The Bank may
conclusively rely on each such certificate until it shall receive a
further certificate of the Secretary or an Assistant Secretary of the
respective Loan Party canceling, amending or replacing the prior
certificate;

(i) A copy of the appraisals of the Encumbered
Properties satisfactory in form and substance to the Bank;

(j) A letter from the Process Agent in
substantially the form of Exhibit E hereto extending the term of its
appointment as "Process Agent" in connection with the Loan Documents,
the Reimbursement Agreement and the Revolving Loan Documents;

(k) A Borrowing Base Certificate;

(l) A certificate from each insurer or the
insurance broker evidencing compliance of the insurance requirements
of the Mortgages and the Security Agreements and naming the Agent as
primary loss payee in form and substance satisfactory to the Bank;

(m) A favorable opinion of counsel for the
Borrower and the Guarantors, in form and substance acceptable to the
Bank and addressing such matters as the Bank may reasonably request;

(n) A certificate from an authorized officer of
each of the Loan Parties affirming that on and as of the Closing Date
the representations and warranties set forth herein and in other Loan
Documents are correct as though made on and as of such date and
certifying that no event or condition has occurred and is continuing
or would result from the consummation of the transactions contemplated
hereby that constitutes a default, event of default or Event of
Default under any such document to which it is a party; and

(o) a fee in the amount equal to three quarters
of one percent (3/4 of 1%) of the Additional Advance payable by the
Borrower to the Bank in United States Dollars and in immediately
available funds in consideration for the Bank's commitment to make the
Additional Advance available to the Borrower.

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<PAGE> 12
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES

Section 4.1. Representations and Warranties of the
Borrower. The Borrower represents and warrants as follows:

(a) Each of the Borrower and each Subsidiary is a
corporation duly incorporated, validly existing and in good standing
under the laws of Delaware and is duly qualified as a foreign
corporation to do business and is in good standing in every
jurisdiction where the nature of its business requires it to be so
qualified and has all power, corporate or otherwise, to conduct its
business and to own, or hold under lease, its assets and properties,
and to execute and deliver, and to perform, to the extent applicable,
all of its obligations under the Loan Documents to which it is, or
will be, a party.

(b) The execution, delivery and performance by
each of the Borrower and each Guarantor of each Loan Document to which
it is or will be a party are within the Borrower's or each
Guarantor's, as the case may be, corporate powers, have been duly
authorized by all necessary corporate action, do not contravene (i)
the Borrower's or either Guarantor's, as the case may be, charter or
by-laws or (ii) law or any contractual restriction binding on or
affecting the Borrower or either Guarantor, as the case may be, and do
not result in or require the creation of any lien, security interest
or other charge or encumbrance (other than pursuant hereto or pursuant
to any Loan Document or Revolving Loan Document) upon or with respect
to any of its properties.

(c) No authorization or approval or other action
by, and no notice to or filing with, any governmental authority or
regulatory body is required (i) for the due execution, delivery and
performance by Borrower and each Guarantor of any Loan Document to
which it is or will be a party, (ii) for the grant by Borrower and
each Guarantor of the security interests granted by the Mortgages and
the Security Agreements, (iii) for the perfection of or exercise by
the Agent or the Bank of their respective rights and remedies under
any Loan Document, or (iv) for the continued effectiveness of the
valid and perfected first priority security interests and liens
created by the Security Agreements and the Mortgages and the Security
Agreements and Mortgages do not adversely affect the security
interests and liens created by the Existing Collateral Documents.

(d) This Agreement is and the Note and each other
Loan Document to which the Borrower or either Guarantor is or will be
a party when delivered hereunder will be, legal, valid and binding
obligations of the Borrower or the Guarantors, as the case may be,
enforceable against the Borrower or the Guarantors, as the case may
be, in accordance with their respective terms.

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<PAGE> 13
certified by Ernst & Whinney, independent public accountants, and the
consolidated balance sheet of the Borrower and its Subsidiaries as at
March 31, 1990, and the related consolidated statements of income and
retained earnings of the Borrower and its Subsidiaries for the nine
month period then ended, copies of each of which have been furnished
to the Bank, fairly present the financial condition of the Borrower
and its Subsidiaries as at the dates reflected therein and the results
of the operations of the Borrower and its Subsidiaries for the period
ended on the dates reflected therein, all in accordance with generally
accepted accounting principles consistently applied, and since March
31, 1990, there has been no material adverse change in such condition
or operations.

(f) The Borrower and each Subsidiary have filed
all tax returns (Federal, State and local) required to be filed and
paid all taxes shown thereon to be due, including interest and
penalties, or provided adequate reserves for payment thereof.

(g) There is no pending or threatened action or
proceeding affecting the Borrower or any of its Subsidiaries before
any court, governmental agency or arbitrator, which may (i) materially
adversely affect the financial condition or operations of the Borrower
or any of its Subsidiaries or (ii) call into question the legality,
validity or enforceability of any Loan Document or any Revolving Loan
Document.

(h) The Guarantors and Sunbelt Freight, Inc. are
the only Subsidiaries of, and are wholly-owned by, the Borrower.

(i) Following application of the proceeds of the
Advance, not more than 25 percent (25%) of the value of the assets
(either of the Borrower only or of the Borrower and its Subsidiaries
on a consolidated basis) subject to the provisions of Section 5.02(e)
or 5.02(f) or subject to any restriction contained in any agreement or
instrument, between the Borrower or any of its Subsidiaries and the
Bank or any affiliate of the Bank relating to Debt and within the
scope of Section 6.01(d) will be margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve
System).

(j) The Fiscal Year for the Borrower and its
Subsidiaries is the 52 or 53 week period, as the case may be,
beginning on the date which is one day after the date of the preceding
Fiscal Year end, and ending on the Saturday closest to May 31.

(k) The proceeds of the Initial Advance were used
partially for the purpose of refinancing the Borrower's purchase of an
egg production facility and feed mill at Bethune, South Carolina and
partially for the purpose of financing the operations at such
facilities. The proceeds of the Additional Advances shall be used to
refinance the purchase of the New Properties and to refinance the
repurchase of certain preferred stock issued by Borrower to Sunny
Fresh Foods, Inc.

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<PAGE> 14
(l) The policies of title insurance required
hereunder and under the mortgages and the all perils insurance of
which the Agent is primary loss payee hereunder and under the
Mortgages and Security Agreements are currently fully paid and
non-assessable.

(m) There are no mortgages, deeds of trust,
pledges, liens, security interests or other charges or encumbrances
(including liens or retained security titles of conditional vendors)
of any nature whatsoever on the Encumbered Properties or Collateral
other than the Permitted Encumbrances and the liens created pursuant
to the Existing Collateral Documents.

(n) From and after the time of the Advance, the
Borrower or the Guarantors, as the case may be, will be the beneficial
owner of all of the presently existing Collateral covered by the
Security Agreements and the Encumbered Property covered by the
Mortgages, free and clear of all mortgages, deeds of trust, pledges,
liens, security interests, options and other charges or encumbrances,
except for those created or permitted by the Loan Documents, and the
Borrower or the Guarantors, as the case may be, will be the record
owner of all of such presently existing Collateral and Encumbered
Property.

(o) From and after the recording of the
Mortgages, they will create valid and perfected mortgage liens on and
security interests in the Encumbered Properties, subject only to
Permitted Encumbrances, enforceable against the Borrower and Cal Maine
Farms, Inc., as the case may be, and all third parties and securing
the payment of all obligations purported to be secured thereby and all
filings and other actions necessary or desirable to perfect and
protect such mortgage liens and security interests will have been duly
taken.

(p) The liens and security interests created and
granted by the Security Agreements constitute valid and perfected
security interests in the Collateral securing payment of all
Obligations subject only to the prior filings made in favor of the
Bank in connection with the Existing Collateral Documents, and all
filings and other actions necessary or desirable to perfect and
protect such security interests have been duly taken. Neither the
Borrower nor either Guarantor has made a contract or arrangement of
any kind, the performance of which contract or arrangement by another
party would give rise to a lien on the Collateral.

(q) Neither the Borrower nor either Guarantor is
a party to any indenture, loan or credit agreement or any lease or
other agreement or instrument or subject to any charter or corporate
restriction that currently has or may reasonably be expected to have a
material adverse effect on the business, properties, assets,
operations, prospects or condition, financial or otherwise, of the
Borrower or either Guarantor, or on the ability of the Borrower or
either Guarantor, to carry out its obligations under any Loan Document
to which it is a party.

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<PAGE> 15
(r) No proceeds of the Advance will be used to
acquire any security in any transaction which is subject to Sections
13 and 14 of the Securities Exchange Act of 1934.

(s) Borrower and each Subsidiary have complied
with all applicable minimum funding requirements and all other
applicable and material requirements of ERISA, and there are no
existing conditions that would give rise to liability thereunder. No
Reportable Event has occurred in connection with any Plan that might
constitute grounds for the termination thereof by the Pension Benefit
Guaranty corporation or for the appointment by the appropriate United
States District Court of a trustee to administer such Plan.

(t) The present fair salable value of the Assets
of the Borrower and each Subsidiary is greater than the amount that
will be required to pay its probable liability on its existing Debts
as they become absolute and matured. For the purposes of this clause
(t), "Assets" means any property of the party in question not exempt
from liability for its Debts, and "Debts" means any legal liability,
including the liability under the Loan Documents, whether matured or
unmatured, liquidated or unliquidated, absolute, fixed or contingent.
Neither the Borrower nor any of its Subsidiaries intends to, or
believe that it will, incur Debts beyond its ability to pay as they
mature.

(u) Neither the Borrower nor any of its
Subsidiaries is "insolvent" (as defined in 11 U.S.C. Section 101(29)).
Neither the Borrower nor any of its Subsidiaries is engaged, and does
not intend to engage, in any business or transaction for which its
property, excluding an amount equal to the obligations, is an
unreasonably small capital. Neither the Borrower nor any of its
Subsidiaries intends through the transactions contemplated by the Loan
Documents to hinder, delay, or defraud either present or future
creditors.

ARTICLE V.
COVENANTS OF THE BORROWER

Section 5.1. Affirmative Covenants. So long as any amount
payable hereunder or under the Note shall remain unpaid, the Borrower will,
unless the Bank shall otherwise consent in writing:

(a) Compliance with Laws, etc. Comply, and cause
each of its Subsidiaries to comply, in all material respects with all
applicable laws, rules, regulations and orders, such compliance to
include, without limitation, paying before the same become delinquent
all taxes, assessments and governmental charges imposed upon it or
upon any of its property except to the extent contested in good faith.

(b) Payment of Taxes, etc. Pay and discharge,
and cause each Subsidiary to pay and discharge, before the same shall
become delinquent, (i) all taxes, assessments and governmental charges
or levies imposed upon it or upon its property,

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<PAGE> 16
and (ii) all lawful claims which, if unpaid, might by law become a
lien upon its property; provided, however, that neither the Borrower
nor any Subsidiary shall be required to pay or discharge any such tax,
assessment, charge or claim which is being contested in good faith and
by proper proceedings.

(c) Preservation of Corporate Existence, etc.
Preserve and maintain, and cause each Subsidiary to preserve and
maintain, its corporate existence, rights (charter and statutory) and
franchises.

(d) Keeping of Books. Keep, and cause each
Subsidiary to keep, proper books of record and account, in which full
and correct entries shall be made of all financial transactions and
the assets and business of the Borrower and each Subsidiary in
accordance with generally accepted accounting principles consistently
applied.

(e) Visitation Rights. At any reasonable time
and from time to time, permit the Bank or any agents or
representatives thereof, to examine and make copies of and abstracts
from the records and books of account of, and visit the properties of,
the Borrower and any of its Subsidiaries, and to discuss the affairs,
finances and accounts of the Borrower and any of its Subsidiaries with
any of their respective officers or directors.

(f) Maintenance of Properties, etc. Maintain
and preserve, and cause each Subsidiary to maintain and preserve, all
of its properties which are used or useful in the conduct of its
business in good working order and condition, ordinary wear and tear
excepted. Perform and promptly comply with, and cause all of its
property to be maintained, used and operated in accordance with, all
policies of insurance at any time in force with respect to any of the
property of the Borrower and each Subsidiary, the failure of which
would result in the cancellation or invalidation of such policies of
insurance, or result in a substantial increase in premiums owed under
such policies of insurance.

(g) Maintenance of Insurance. In addition to
any insurance of which the Agent is primary loss payee pursuant to any
Loan Document, maintain, and cause each Subsidiary to maintain,
insurance with responsible and reputable insurance companies or
associations satisfactory to the Bank in such amounts and covering
such risks as is usually carried by companies engaged in similar
properties in the same general areas in which the Borrower or such
Subsidiary operates.

(h) Working Capital. Maintain a ratio of
current assets to current liabilities (excluding deferred taxes) of
not less than 1.25 to 1 and a ratio of consolidated current assets to
consolidated current liabilities (excluding deferred taxes) of the
Borrower and its Subsidiaries of not less than 1.25 to 1. Current
liabilities and consolidated current liabilities shall include the
current portion of the indebtedness incurred pursuant to this
Agreement, the Reimbursement Agreement and the Revolving Credit
Agreement.

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<PAGE> 17
(i) Tangible Net Worth. Maintain an excess of
consolidated total tangible assets over consolidated total liabilities
of the Borrower and its Subsidiaries in an amount not less than the
amount set forth below for the applicable period set forth below:

(i) from the date hereof through June 2,
1990, Twenty-Two Million Dollars ($22,000,000); and

(ii) from June 3, 1990 and at all times
thereafter, the sum of (i) Twenty-Two Million Dollars
($22,000,000) plus (ii) fifty percent (50%) of the net income
of Borrower and its Subsidiaries for the period from the
beginning of the Fiscal Year existing as of the date of
determination to the date of determination plus (iii) fifty
percent (50%) of the net income of Borrower and its
Subsidiaries for each Fiscal Year ending after June 3, 1990
but only if the Fiscal Year has completely elapsed.

If net income for a period is negative, no adjustment to the
requisite level of net worth shall be made.

(j) Debt to Equity Ratio. Maintain a ratio of
consolidated total liabilities (excluding deferred income taxes) to
Net Worth of not more than 3.30 to 1 at all times throughout the
Fiscal Year ending June 2, 1990, 3.05 to 1 at all times throughout the
Fiscal Year ending June 1, 1991, and 2.55 to 1 at all times after the
Fiscal Year ending June 1, 1991. Total liabilities shall include the
indebtedness incurred pursuant to this Agreement, the Reimbursement
Agreement and the Revolving Credit Agreement.

(k) Reporting Requirements. Furnish to the
Bank:

(i) as soon as possible and in any event
within five days after the occurrence of each Event of Default
or each event which, with the giving of notice or lapse of
time, or both, would constitute an Event of Default,
continuing on the date of such statement, a statement of the
chief financial officer of the Borrower setting forth details
of such Event of Default or event and the action which the
Borrower proposes to take with respect thereto;

(ii) as soon as available and in any
event within 30 days after the end of each of the first eleven
calendar months of each Fiscal Year of the Borrower,
consolidated and consolidating balance sheets of the Borrower
and its Subsidiaries as of the end of such month and
consolidated statements of income and retained earnings of the
Borrower and its Subsidiaries for the period commencing at the
end of the previous Fiscal Year and ending with the end of
such month, certified by the chief financial officer of the
Borrower;

(iii) as soon as available and in any
event within 90 days after the end of each Fiscal Year of the
Borrower, a copy of the annual report for such year or the
Borrower and its Subsidiaries, including therein consolidated
and

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<PAGE> 18
consolidating balance sheets of the Borrower and its
Subsidiaries as of the end of such Fiscal Year and
consolidated and consolidating statements of income and
retained earnings and of source and applications of funds of
the Borrower and its Subsidiaries for such Fiscal Year
certified in a manner acceptable to the Bank by Ernst &
Whinney or other independent public accountants acceptable to
the Bank;

(iv) promptly after the sending or filing
thereof, copies of all reports which the Borrower sends to any
of its security holders, and copies of all reports and
registration statements which the Borrower files with the
Securities and Exchange Commission or any national securities
exchange;

(v) on or before the fifth day after an
appraisal has been furnished pursuant to section 5.01(l)
hereof, a Borrowing Base Certificate dated as of such day;

(vi) promptly after the receiving
thereof, notice of any change of address of the Process Agent;
and

(vii) such other information respecting
the business, properties, condition or operations, financial
or otherwise, of the Borrower as the Bank may from time to
time reasonably request.

(l) Appraisals. In addition to the appraisal
reports furnished on or before the Closing Date pursuant to Section
3.01(l) and at the request of the Bank, which request may not be made
more frequently than once in every two of the Borrower's Fiscal Years
commencing with the Fiscal Year ended June 3, 1990, pay for and
furnish to the Bank an appraisal report, prepared by an appraiser
selected by the Borrower with the prior written approval of the Bank,
of the fair market value of the Encumbered Properties. At the Bank's
own cost, the Bank may request appraisals on a more frequent basis.

(m) Further Assurances. Promptly correct, or
cause to be corrected, any defect or error that may be discovered in
any Loan Document or in the execution, acknowledgment or recordation
thereof and execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, and record and re-record, file and re-file
and register and re-register, any and all such further acts, deeds,
conveyances, mortgages, deeds of trust, trust deeds, assignments,
estoppel certificates, financing statements and continuations thereof,
notices of assignment, transfers, certificates, assurances and other
instruments as the Bank may require from time to time in order to
carry out more effectively the purposes of this Agreement or any Loan
Document, and to better assure, convey, grant, assign, transfer,
preserve, protect and confirm unto the Bank or Agent the rights
granted or now or hereafter intended to be granted to the Bank under
any Loan Document or under any other instrument executed in connection
with any Loan Document or that the Borrower may be or become bound to
convey, mortgage or assign to the Bank or Agent in order to carry out
the intention or facilitate the performance of the provisions of any
Loan

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<PAGE> 19
Document. The Borrower will furnish to the Bank evidence satisfactory
to the Bank of every such recording, filing or registration.

(n) ERISA. Comply and cause each Subsidiary to
comply, with all minimum funding requirements, and all other material
requirements, of ERISA, if applicable, so as not to give rise to any
liability thereunder.

Section 5.2. Negative Covenants. So long as any amount
payable hereunder or under the Note shall remain unpaid, the Borrower will not,
without the written consent of the Bank:

(a) Guaranteed Indebtedness. Create, incur,
assume or suffer to exist, or permit any Subsidiary to create, incur,
assume or suffer to exist, any Debt (as defined in clause (iii) of the
definition of Debt) except pursuant to the Amended Guaranty
Agreements, except by reason of endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary
course of business and except for that certain guaranty agreement
executed by Borrower for the benefit of Barclays Bank PLC guaranteeing
the obligations of American Egg Products; provided the liability
thereunder does not exceed $418,950.00 in the aggregate.

(b) Dividends, etc. Except for the purchase of
up to a maximum of two percent (2%) of the Borrower's outstanding
common shares in any Fiscal Year at an aggregate purchase price in
such year not exceeding the lesser of (i) the book value of such
shares or (ii) $500,000.00, declare or pay any dividends, purchase or
otherwise acquire for value any of its capital stock now or hereafter
outstanding, or make any distribution of assets to its stockholders as
such, or permit any of its Subsidiaries to purchase or otherwise
acquire for value any stock of the Borrower.

(c) Capital Expenditures. Make, or permit any
subsidiary to make, any expenditures for fixed or capital assets,
excluding rolling stock, which would cause the aggregate of all such
expenditures made by the Borrower and its Subsidiaries in any period
of 12 consecutive months to exceed $3,500,000.

(d) Maintenance of Ownership of Subsidiaries.
Sell or otherwise dispose of any shares of capital stock of any
Subsidiary or permit any Subsidiary to issue, sell or otherwise
dispose of any shares of its capital stock or the capital stock of any
other Subsidiary, except to the Borrower or another Subsidiary.

(e) Mergers, etc. Merge with or into or
consolidate with or into, or convey, transfer, lease or otherwise
dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter
acquired) to, or acquire all or substantially all of the assets of,
any person, or permit any Subsidiary to do so, except that any
Subsidiary may merge or consolidate with or transfer assets to or
acquire assets from any other Subsidiary and except that any
Subsidiary may merge into or transfer assets to the Borrower provided
in each case that, immediately after giving effect thereto, no event
shall occur and be continuing

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<PAGE> 20
which constitutes an Event of Default or which with the giving of
notice or lapse of time or both would constitute an Event of Default.

(f) Sales, etc. of Assets. Sell, lease,
transfer or otherwise dispose of, or permit any Subsidiary to sell,
lease, transfer or otherwise dispose of, any substantial part of its
assets, including (without limitation) substantially all assets
constituting the business of a division, branch or other unit
operation, except in the ordinary course of its business or in
connection with a transaction authorized by subsection (e) of this
Section.

(g) Fiscal Year. Change, or permit any
Subsidiary to change, its Fiscal Year.

(h) Liens, etc. Create or suffer to exist, or
permit any of its Subsidiaries to create or suffer to exist, or
through any act or failure to act acquiesce, or permit any of its
Subsidiaries to acquiesce, in the placing of, or allow to remain, any
deed of trust, mortgage, trust deed, voluntary or involuntary lien,
whether statutory, constitutional or contractual, security interest,
encumbrance or charge, conditional sale or other title retention
document, or any other type of preferential arrangement upon or with
respect to the Encumbered Properties or any of the Collateral, whether
now owned or hereafter acquired, or assign, or permit any of its
Subsidiaries to assign, any right to receive income, in each case to
secure or provide for the payment of any Debt of any person or entity,
other than the liens securing the obligations of the Borrower under
the Loan Documents, or any Permitted Encumbrances and shall not
further encumber, or permit any of its Subsidiaries to further
encumber, any such Permitted Encumbrance or change, modify or amend
any document or agreement relating thereto without the prior written
consent of the Bank.

ARTICLE VI.
EVENTS OF DEFAULT

Section 6.1. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

(a) The Borrower shall fail to pay any amount
payable hereunder or under the Note when due; or

(b) Any representation or warranty made or deemed
made by the Borrower (or any of its officers) or any of its
Subsidiaries (or any of its officers) under or in connection with any
Loan Document shall prove to have been incorrect in any material
respect when made or deemed made; or

(c) The Borrower or either Guarantor shall fail
to perform or observe, any other term, covenant or agreement contained
in any Loan Document on its part to be performed or observed and any
such failure shall remain unremedied for 30 days after its occurrence
or in the case of covenants contained in Section 1.03 of the

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<PAGE> 21
Mortgages the Borrower or Cal-Maine Farms, Inc. as the case may be,
shall fail to perform or observe any covenant in Section 1.03 of the
Mortgages, as the case may be, on its part to be performed or observed
and any such failure shall remain unremedied for 30 days after notice
thereof from the Bank; or

(d) The Borrower or any of its Subsidiaries shall
fail to pay any Debt (excluding Debt hereunder or under the Note but
including Debt under the Revolving Loan Documents and Reimbursement
Agreement) of the Borrower or any of its Subsidiaries (as the case may
be), or any interest or premium thereon, when due (whether by
scheduled maturity, required prepayment, acceleration, demand or
otherwise) and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to
such Debt; or any other default under any agreement or instrument
relating to any such Debt, or any other event, shall occur and shall
continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such default or event is to
accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or
required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof. The occurrence of
an Event of Default under this clause (d) includes without limitation
the occurrence of any event of default under the Revolving Loan
Documents or the Reimbursement Agreement; or

(e) The Borrower or any of its Subsidiaries shall
generally not pay its debts as such debts become due, or shall admit
in writing its inability to pay its debts generally or shall make a
general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against the Borrower or any of its
Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding-up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, or other similar official for it
or for any substantial part of its property; or the Borrower or any of
its Subsidiaries shall take any corporate action to authorize any of
the actions set forth above in this subsection (e); or

(f) Any judgment or order for the payment of
money in excess of $750,000 (the liability for which is not covered by
insurance) shall be rendered against the Borrower or any of its
Subsidiaries and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there
shall be any period of 10 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal
or otherwise, shall not be in effect; or

(g) Any of the Mortgages or the Security
Agreements shall for any reason, except to the extent permitted by the
terms thereof, cease to create valid and perfected first priority
security interest in any of the Encumbered Properties or the
Collateral, as the case may be, purported to be covered thereby; or

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<PAGE> 22
(h) Any provision of any Loan Document shall, at
any time after delivery thereof, for any reason, except to the extent
permitted by the terms thereof, cease to be valid and binding on the
Borrower or either Guarantor (as the case may be), or shall be
declared to be null and void, or the validity or enforceability
thereof shall be contested by the Borrower or either Guarantor or a
proceeding shall be commenced by any governmental agency or authority
having jurisdiction over the Borrower or either Guarantor seeking to
establish the invalidity or unenforceability thereof and such
proceeding shall remain undismissed or unstayed for a period of 60
days, or the Borrower or either Guarantor shall deny that it has any
or further liability or obligation thereunder; or

(i) Either Guarantor shall cease to be a
wholly-owned Subsidiary of the Borrower; or

(j) Any event of default shall occur under any
Loan Document; or

(k) Any of the following events shall occur or
exist with respect to Borrower or any ERISA Affiliate: (i) any
Prohibited Transaction involving any Plan; (ii) any Reportable Event
with respect to any Plan; (iii) the filing under Section 4041 of ERISA
of a notice of intent to terminate any Plan or the termination of any
Plan; (iv) any event or circumstance that might constitute grounds
entitling the Pension Benefit Guaranty Corporation to institute
proceedings under Section 4042 of ERISA for the termination of, or for
the appointment of a trustee to administer, any Plan, or the
institution by the Pension Benefit Guaranty Corporation of any such
proceedings; (v) complete or partial withdrawal under Section 4201 or
4204 of ERISA from a Multiemployer Plan or the reorganization,
insolvency, or termination of any Multiemployer Plan; and in each case
above, such event or condition, together with all other events or
conditions, if any, have subjected or could in the reasonable opinion
of the Bank subject Borrower to any tax, penalty, or other liability
to a Plan, a Multiemployer Plan, the Pension Benefit Guaranty
Corporation, or otherwise (or any combination thereof) which in the
aggregate exceed or could reasonably be expected to exceed One Hundred
Thousand Dollars ($100,000.00);

then, and in any such event, the Bank may, by notice to the Borrower, terminate
its commitment to make the Additional Advance, declare the Note, all interest
thereon and all other amounts payable under this Agreement to be forthwith due
and payable, whereupon the Note, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest,
or further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to the Borrower or any of its Subsidiaries
under the Federal Bankruptcy Code, the Note, all such interest and all such
amounts shall automatically become and be due and payable and the commitment of
the Bank to make the Additional Advance shall automatically terminate, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.

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<PAGE> 23
ARTICLE VII.
DEFINITIONS AND ACCOUNTING TERMS

Section 7.1. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

"Additional Advances" has the meaning specified in Section 1.01.

"Advance" means, together, the Initial Advance and the Additional
Advance.

"Agent" has the meaning specified in the recitals hereto.

"Agreement" means this Amended and Restated Term Loan Agreement.

"Amended Borrower Mortgage" means the Second Amendatory Mortgage,
Security Agreement and Financing Statement in substantially the form of Exhibit
B and all amendments, supplements and other modifications thereto.

"Amended Borrower Security Agreement" has the meaning set forth in the
Revolving Credit Agreement.

"Amended Cal-Maine Mortgage" means the Second Amendatory Mortgage,
Security Agreement and Financing Statement in substantially the form of Exhibit
C and all amendments, supplements and other modifications thereof.

"Amended Cal-Maine Security Agreement" has the meaning set forth in
the Revolving Credit Agreement.

"Amended Egg Products Security Agreement" has the meaning set forth in
the Revolving Credit Agreement.

"Amended Guaranty Agreement" has the meaning set forth in the
Revolving Credit Agreement.

"Appraised Value" means the value determined pursuant to Section
5.01(l).

"Assignment" has the meaning specified in the recitals hereto.

"Barclays" has the meaning specified in the recitals hereto.

"Borrower's Collateral" means the Collateral covered by the Amended
Borrower Security Agreement.

"Borrower's Encumbered Property" means the New Properties and the
properties covered by the Amended Borrower Mortgage.

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<PAGE> 24
"Borrower Mortgages" the Amended Borrower Mortgage and the New
Mortgages.

"Borrowing Base" on the date of any computation thereof means 65% of
the Appraised Value then in effect for the Encumbered Properties as set forth
in the Borrowing Base Certificate delivered by the Borrower on the Closing Date
and thereafter as required by Section 5.01(k).

"Borrowing Base Certificate" means a certificate setting forth the
information and calculations necessary to determine the Borrowing Base, in
substantially the form of Exhibit F, signed by the chief financial officer or
the president of the Borrower.

"Business Day" means any day other than a Saturday, Sunday' or a
public or bank holiday or the equivalent for banks generally under the laws of
the State of New York.

"Cal-Maine Encumbered Property" means the properties covered by the
Amended Cal-Maine Mortgage.

"Closing Date" means the date specified in the notice given by the
Borrower pursuant to Section 1.02(a) as the date the Bank is to make the
Additional Advance available to the Borrower.

"Collateral" means the property covered by the Security Agreements.

"Costs and Expenses" means all costs, expenses and taxes to be paid
for by the Borrower pursuant to Section 8.04.

"Debt" means (i) indebtedness for borrowed money or for the deferred
purchase price of property or services, (ii) obligations as lessee under leases
which shall have been or should be, in accordance with generally accepted
accounting principles, recorded as capital leases, and (iii) obligations under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clause (i) or (ii) above.

"Default Rate" means a daily fluctuating interest rate equal to 4% per
annum above the Term Federal Funds Rate. Each change in such daily fluctuating
interest rate shall take effect simultaneously with the corresponding change in
the Term Federal Funds Rate as determined by the Bank in its sole discretion at
12:00 noon (New York City time).

"Encumbered Properties" means the Borrower Encumbered Property and
Cal-Maine Encumbered Property.

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

"ERISA Affiliate" means any trade or business (whether or not
incorporated) which is a member of a group of which the Borrower is a member
and which is under common

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<PAGE> 25
control within the meaning of Section 414 of the Internal Revenue Code of 1976,
as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

"Event of Default" has the meaning set forth in Section 6.01.

"Existing Collateral Documents" has the meaning specified in the
recitals hereto.

"Existing Loan" has the meaning specified in the recitals hereto.

"Existing Properties" has the meaning specified in the recitals
hereto.

"Fiscal Year" means the 52 or 53 week period, as the case may be,
beginning on the date which is one day after the date of the preceding Fiscal
Year end, and ending on the Saturday closest to May 31.

"Fourth Amendment to Reimbursement Agreement" has the meaning
specified in the recitals hereto.

"Guarantors" means each of Cal-Maine Egg Products, Inc., a Delaware
corporation, and Cal-Maine Farms, Inc., a Delaware corporation.

"Intercreditor Agreement" has the meaning specified in the recitals
hereto.

"Initial Advance" has the meaning specified in Section 1.01.

"Initial Closing Date" has the meaning specified in Section 1.01.

"Interest Period" has the meaning set forth in Section 1.03(b).

"Loan Documents" means this Agreement (as it may be amended or
otherwise modified from time to time), the Note, the Mortgages, the Security
Agreements, the Amended Guaranty Agreements, the Intercreditor Agreement, the
Assignment and all other certificates and documents delivered by the Borrower
or its Subsidiaries hereunder.

"Loan Party" means the Borrower and each of the Guarantors.

"Louisiana Collateral Documents" has the meaning set forth in the
recitals hereto.

"Mortgages" means the Borrower Mortgages and the Amended Cal-Maine
Mortgage.

"Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of
the preceding three plan years made or accrued an obligation to make
contributions.

"Net Worth" means the excess of consolidated total assets over
consolidated total liabilities of the Borrower and its Subsidiaries.

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<PAGE> 26
"New Mortgages" means the Mortgage, Deed of Trust, Future Advance Deed
of Trust, Security Agreement, Assignment of Rents and Financing Statement in
substantially the form of Exhibit D, one each to be filed in the states where
the New Properties are located and all amendments, supplements and other
modifications thereof.

"New Properties" has the meaning specified in the recitals hereto.

"Note" has the meaning set forth in Section 1.05.

"Obligations" means all obligations of the Borrower now or hereafter
existing under this Agreement, the Note and any other Loan Documents to which
Borrower is a party whether for principal, interest, fees, expenses or
otherwise.

"Permitted Encumbrances" means the encumbrances against the Encumbered
Properties permitted by the mortgages.

"Plan" means an employee benefit plan, other than a Multiemployer
Plan, maintained for employees of the Borrower or any ERISA Affiliate and
subject to Title IV of ERISA.

"Pledge Agreement" has the meaning set forth in the recitals hereto.

"Prepayment Amount" has the meaning set forth in section 2.02(a).

"Previous Revolving Credit Agreement" has the meaning specified in the
recitals hereto.

"Previous Term Loan Agreement" has the meaning specified in the
recitals hereto.

"Process Agent" means CT Corporation System which pursuant to the Loan
Documents, the Revolving Loan Documents and the Reimbursement Agreement has
been appointed as the agent of the Borrower and the Guarantors, respectively,
for the receipt of service of process pursuant to the Loan Documents and the
Revolving Loan Documents.

"Prohibited Transaction" means any transaction set forth in Section
406 of ERISA or Section 4975 of the Code.

"Properties" has the meaning specified in the recitals hereto.

"Reportable Event" means any of the events set forth in Section 4043
of ERISA.

"Revolving Credit Agreement" has the meaning specified in the recitals
hereto.

"Revolving Loan Documents" means the Revolving Credit Agreement and
all documents, instruments, and agreements executed and delivered in connection
therewith, including without limitation, the Security Agreements, the Amended
Guaranty Agreements and the Mortgages.

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<PAGE> 27
"Reimbursement Agreement" has the meaning specified in the recitals
hereto.

"Security Agreements" means the Amended Borrower Security Agreement,
the Amended Cal-Maine Security Agreement, the Louisiana Collateral Documents
and the Amended Egg Products Security Agreement.

"Subsidiary" means any corporation, including but not limited to the
Guarantors, of which more than 50% of the outstanding capital stock having
ordinary voting power to elect a majority of the Board of Directors of such
corporation (irrespective of whether or not at the time capital stock of any
other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency) is at the time directly or indirectly
owned by the Borrower, by the Borrower and one or more other Subsidiaries, or
by one or more other Subsidiaries.

"Term Federal Funds Rate" for any Interest Period means an interest
rate per annum equal at all times during such Interest Period to the rate of
interest per annum at which the Bank, as a branch of a foreign bank, in its
sole discretion, can acquire federal funds in the interbank term federal funds
market in New York City through brokers of recognized standing on the first day
of the Interest Period for a period equal to such Interest Period and in the
amount of the Advance.

Section 7.2. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistently applied except as otherwise stated
herein, and all financial data submitted pursuant to this Agreement shall be
prepared in accordance with such principles.

ARTICLE VIII.
MISCELLANEOUS

Section 8.1. Amendments, etc. No amendment or waiver of
any provision of this Agreement or the other Loan Documents, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Bank and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

Section 8.2. Notices, etc. All notices and other
communications provided for hereunder shall be in writing (including
telegraphic communication) and mailed or telegraphed or delivered, if to the
Borrower, at its address at 3320 Woodrow Wilson Drive, Jackson, Mississippi
39209; Attention: Fred Adams, Jr., Chief Executive Officer, with a copy to
Bobby J. Raines, Vice President at the same address; and if to the Bank, at its
address at 245 Park Avenue, New York, New York 10167; Attention: Corporate
Services, with a copy to One Galleria Tower, 13355 Noel Road, Suite 1000,
Dallas, Texas 75240, Attention: Jess E. Jarratt; or, as to each party, at such
other address as shall be designated by such party in a written notice to the
other party. All such notices and communications shall, when mailed or
telegraphed, be effective when deposited in the mails or delivered to the
telegraph company, respectively, addressed as aforesaid, except that notices to
the Bank

-24-
<PAGE> 28
pursuant to the provisions of Articles I and II shall not be effective until
received by the Bank.

Section 8.3. No Waiver; Remedies. No failure on the part
of the Bank to exercise, and no delay in exercising, any right under any Loan
Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any right under any Loan Document preclude any other or further
exercise thereof or the exercise of any other right. The remedies provided in
the Loan Documents are cumulative and not exclusive of any remedies provided by
law.

Section 8.4. Costs, Expenses and Taxes.

(a) The Borrower agrees to pay on demand all
costs, expenses and taxes in connection with the preparation,
execution, delivery, filing, recording and administration of the Loan
Documents and the other documents to be delivered under the Loan
Documents, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Bank, and local counsel who
may be retained by said counsel, with respect thereto and with respect
to advising the Bank as to its rights and responsibilities under the
Loan Documents, and all losses, costs and expenses (including counsel
fees and expenses) in connection with the enforcement of the Loan
Documents and the other documents to be delivered under the Loan
Documents, including, without limitation, losses, costs and expenses
sustained as a result of a default by the Borrower in the performance
of its obligations contained in any of the Loan Documents or the other
documents or instruments delivered under the Loan Documents. In
addition, the Borrower shall pay all costs and expenses in connection
with appraisals, audits and search reports, all insurance costs and
any and all stamp and other taxes and fees payable or determined to be
payable in connection with the execution, delivery, filing and
recording of the Loan Documents and the other documents to be
delivered under the Loan Documents, and agrees to save the Bank
harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes and
fees.

(b) If, as a result of a payment made by the
Borrower due to acceleration of the maturity of the Advance and the
Note pursuant to Section 6.01, or any payment or mandatory or
voluntary prepayment or due to any other reason, the Bank receives
payment of any principal amount of the Advance on a day other than the
last day of the Interest Period, or if the Interest Period existing
under the Previous Term Loan Agreement is terminated hereunder prior
to the end of such Interest Period, the Borrower shall pay to the Bank
on demand that amount, if any, required to compensate the Bank for
additional losses, costs or expenses which it may accrue as a result
of such payment or termination (as determined in good faith in the
sole discretion of the Bank), including, without limitation, an amount
equal to the losses, if any, on the reinvestment of the amounts
prepaid, which for purposes of this Agreement shall be deemed equal to
the difference between the interest rate in effect hereunder on the
amounts prepaid as of the date of such prepayment and the interest
rate at which the Bank reinvests such amounts, multiplied by such
amounts

-25-
<PAGE> 29
prepaid and a fraction, the numerator of which is the number of days
(including the first day but excluding the last day) from the date of
prepayment through the last day of the applicable Interest Period and
the denominator of which is 360.

(c) All Costs and Expenses incurred and billed up
to and including the Closing Date (as set forth in a schedule
delivered to the Borrower) shall be paid for by the Borrower on the
Closing Date by deducting the amount of such Costs and Expenses from
the proceeds of the Additional Advance made pursuant to Section
1.02(a) hereof. The Borrower further agrees to pay to the Bank all
Costs and Expenses that may be incurred and billed after the date of
this Agreement on demand by the Bank.

(d) The Borrower's obligations under this Section
and the Borrower's and Cal-Maine Farms, Inc.'s obligations under
Section 3.03 of the Mortgages shall not be affected by the absence or
unavailability of insurance covering the same or by the failure or
refusal by any insurance carrier to perform any obligation on its part
under any such policy of insurance.

If any claim, action or proceeding is made or brought under the Mortgages or
the Bank, the Borrower shall resist or defend, or cause either Guarantor to
resist or defend, against the same, if necessary in the name of the Bank or
Agent, as applicable, by attorneys for the Borrower's or Guarantors', as the
case may be, insurance carrier (if the same is covered by insurance) or
otherwise by attorneys approved by the Bank. Notwithstanding the foregoing,
the Bank or Agent, in its discretion, may engage its own attorneys to resist or
defend, or assist therein, and the Borrower shall pay, or, on demand, shall
reimburse the Bank for the payment of, the fees and disbursements of said
attorneys.

Section 8.5. Limitation and Adjustment of Interest. No
provision of this Agreement or the Note shall require the payment or permit the
collection of interest in excess of the maximum rate permitted by applicable
law:

(a) If the amount of interest computed without
giving effect to this Section 8.05 and payable on any interest payment
date in respect of the preceding interest computation period would
exceed the amount of interest computed in respect to such period at
the maximum rate of interest from time to time permitted (after taking
into account all consideration which constitutes interest) by laws
applicable to the Bank (such maximum rate being the "Maximum
Permissible Rate"), the amount of interest payable to the Bank on such
date in respect of such period shall be computed at the Maximum
Permissible Rate.

(b) If at any time and from time to time (i) the
amount of interest payable to the Bank on any interest payment date
shall be computed at the Maximum Permissible Rate pursuant to the
preceding Section 8.05(a) and (ii) in respect of any subsequent
interest computation period the amount of interest otherwise payable
to the Bank would be less than the amount of interest payable to the
Bank computed at the Maximum Permissible Rate, then the amount of
interest payable, to the Bank in respect of such subsequent interest
computation period shall continue to be

-26-
<PAGE> 30
computed at the Maximum Permissible Rate until the amount of interest
payable to the Bank shall equal the total amount of interest which
would have been payable to the Bank if the total amount of interest
had been computed without giving effect to the preceding Section
8.05(a).

Section 8.6. Right of Set-off. Upon the occurrence and
during the continuance of any Event of Default, the Bank is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by the Bank to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under any Loan
Document, irrespective of whether or not the Bank shall have made any demand
under such Loan Document and although such deposits, indebtedness or
obligations may be unmatured or contingent. The Bank agrees promptly to notify
the Borrower after any such set-off and application, provided that the failure
to give such notice shall not affect the validity of such set-off and
application. The rights of the Bank under this Section 8.06 are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) which the Bank may have.

Section 8.7. Severability of Provisions. Any provision
of this Agreement or of any other Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

Section 8.8. Binding Effect; Governing Law. This
Agreement shall be binding upon and inure to the benefit of the Borrower and
the Bank and their respective successors and assigns, except that the Borrower
shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Bank. This Agreement and the Note
shall be governed by, and construed in accordance with, the laws of the State
of New York.

Section 8.9. Consent to Jurisdiction; Process Agent.

-27-
<PAGE> 31
delivering a copy of such process to the Borrower in care of the
Process Agent at the Process Agent's above address and the Borrower
hereby irrevocably directs the Process Agent to accept such service on
its behalf. As an alternative method of service, the Borrower also
irrevocably consents to the service of any and all process in any such
action or proceeding by any other method permitted by applicable law.
The Borrower agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided
by law.

(b) Nothing in this Section shall affect the
right of the Bank to serve legal process in any other manner permitted
by law or affect its right to bring any action or proceeding against
the Borrower or its property in any other court.

Section 8.10. Security. The obligations of the Borrower
under this Agreement are guaranteed by the Amended Guaranty Agreements and
secured by the Security Agreements and the Mortgages.

Section 8.11. Entire Agreement; Amendment and Restatement.
This Agreement amends and restates in its entirety the Previous Term Loan
Agreement. This Agreement and the other Loan Documents referred to herein
embody the final, entire agreement among the parties hereto and supersede any
and all prior commitments, agreements, representations and understandings,
whether written or oral, relating to the subject matter hereof and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

BORROWER:

CAL-MAINE FOODS, INC.

By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------

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<PAGE> 32
BANK:

COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK, B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH

By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------

-29-
<PAGE> 33

*******************************************************************************

Amended and Restated
Revolving Credit Agreement

among

Cal-Maine Foods, Inc.,

Borrower

and

Barclays Bank PLC (New York)

and

Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,

as Banks

29 May 1990

*******************************************************************************
<PAGE> 34
TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE I - AMOUNTS AND TERMS OF THE ADVANCES . . . . . . . . . . . . . . . . . . . . . . . . . 3

SECTION 1.01. The Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.02. Making the Advances . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.03. Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.04. Reduction of Commitment . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.05. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.06. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1.07. Evidence of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1.08. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE II - TERMS OF PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SECTION 2.01. Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.02. Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.03. Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE III - CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 3.01. Conditions Precedent to the Initial Advance . . . . . . . . . . . . . . 8
SECTION 3.02. Conditions Precedent to All Advances . . . . . . . . . . . . . . . . . 10

ARTICLE IV - REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 4.01. Representations and Warranties of the Borrower . . . . . . . . . . . . 11

ARTICLE V - COVENANTS OF THE BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 5.01. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.02. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VI - EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.02. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VII - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 7.01. Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.02. Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE VIII - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>

i
<PAGE> 35
<TABLE>
<S> <C>
SECTION 8.01. Amendments, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 8.02. Notices, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 8.03. No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 8.04. Costs, Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 8.05. Right of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 8.06. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 8.07. Binding Effect; Governing Law . . . . . . . . . . . . . . . . . . . . . 25
SECTION 8.08. Consent to Jurisdiction; Process Agent . . . . . . . . . . . . . . . . . 26
SECTION 8.09. Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 8.10. Entire Agreement; Amendment and Restatement . . . . . . . . . . . . . . 26
</TABLE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Description of Exhibit Section
- ------- ---------------------- -------
<S> <C> <C>
A Form of Promissory Note . . . . . . . . . . . . . . . . . . . . . . . . . . 1.07
B Form ofAmended Guaranty Agreement . . . . . . . . . . . . . . . . . . . . . 3.01(c)
C Form ofAmended Borrower Security Agreement . . . . . . . . . . . . . . . . . 3.01(b)
D Form of Amended Cal-Maine Security Agreement . . . . . . . . . . . . . . . . 3.01(b)
E Form of Egg Products Security Agreement . . . . . . . . . . . . . . . . . . 3.01(b)
F Borrowing Base Certificate . . . . . . . . . . . . . . . . . . . . . . . . . 5.01(k)

</TABLE>

ii
<PAGE> 36
AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

Dated as of May 29, 1990

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (the "Agreement")
is among CAL-MAINE FOODS, INC., a Delaware corporation (the "Borrower"),
BARCLAYS BANK PLC (NEW YORK) ("Barclays") and COOPERATIEVE CENTRALE RAIFFEISEN
BOERENLEENBANK B.A., "Rabobank Nederland" ("Rabobank" and, together with
Barclays, hereinafter referred to individually as a "Bank" and collectively as
the "Banks").

R E C I T A L S:

A. Borrower and Rabobank have entered into a Revolving Credit
Agreement dated as of October 18, 1984, as amended by that certain Amendment
dated as of September 29, 1985, that certain Amendment dated as of March 31,
1987, that certain Third Amendment to Revolving Credit Agreement dated as of
December 31, 1987, that certain Amendment dated as of May 31, 1988, that
certain Amendment and waiver dated as of September 30, 1988, that certain
Amendment dated December 31, 1988, that certain Amendment dated as of June 2,
1989 and that certain Amendment dated as of June 30, 1989, Letter Amendment
dated May 9, 1990 (the Revolving Credit Agreement, as the same has previously
been amended, is hereinafter referred to as the "Previous Revolving Credit
Agreement").

B. Pursuant to the Previous Revolving Credit Agreement, Rabobank
made a revolving credit loan (the "Existing Loan") to Borrower with advances
thereunder not exceeding an aggregate principal amount of Twenty-Five Million
Dollars ($25,000,000) at any time outstanding. Advances are outstanding under
the Existing Loan on the date hereof (the "Existing Advances").

C. Borrower has requested that Rabobank renew and extend the
Existing Loan such that the aggregate advances outstanding to Borrower from
Rabobank do not exceed an aggregate principal amount of Twenty Million Dollars
($20,000,000) outstanding at any time, and Borrower has requested that Barclays
make a revolving credit loan to Borrower (the "New Barclays Loan") with
advances thereunder not to exceed an aggregate principal amount of Ten Million
Dollars ($10,000,000) outstanding at any time.

D. Borrower and Rabobank have entered into that certain Amended
and Restated Term Loan Agreement dated as of the date hereof (as the same may
be amended, the "Term Loan Agreement") which amended and restated in its
entirety that certain Term Loan Agreement dated as of May 15, 1986, between
Borrower and Rabobank (as the same had previously been amended, herein referred
to as the "Previous Term Loan Agreement").

E . Borrower and Rabobank have entered into that certain Fourth
Amendment to Reimbursement and Credit Agreement (herein the "Fourth Amendment
to Reimbursement Agreement") dated as of the date hereof which amended that
certain Reimbursement and
<PAGE> 37
Credit Agreement dated as of December 1, 1987, (as amended by the Amendment
dated as of May 31, 1988, the Amendment dated as of December 31, 1988, the
Amendment dated as of June 2, 1989 and the Fourth Amendment to Reimbursement
Agreement and as the same may hereafter be amended, herein referred to as the
"Reimbursement Agreement".

F. To secure certain of the obligations and indebtedness of
Borrower to Rabobank under the Previous Revolving Credit Agreement, the
Previous Term Loan Agreement, the Reimbursement Agreement and the other
documents executed in connection therewith, Borrower, Cal-Maine Farms, Inc.,
and Cal-Maine Egg Products, Inc. executed certain security agreements and
mortgages (as amended but excluding the collateral documents executed in
connection with the Reimbursement Agreement, such security agreements and
mortgages herein called, the "Existing Collateral Documents").

G. To induce Rabobank to continue to extend credit to the
Borrower, the Borrower has agreed to grant to Rabobank security interests and
liens in the real properties described on Schedule 1 to the Term Loan Agreement
and the personal property relating thereto (the "New Properties").

H. To induce Barclays to make the New Barclays Loan, Borrower,
Cal-Maine Farms, Inc., and Cal-Maine Egg Products, Inc. have agreed to grant
security interests and liens to Barclays in the New Properties, to the extent
applicable, and in the properties covered by the Existing Collateral Documents
(herein the "Existing Properties" and together with the New Properties herein
referred to as the "Properties").

I. Rabobank and Barclays have entered into that certain
Intercreditor Agreement dated the date hereof (as the same may be amended, the
"Intercreditor Agreement") pursuant to which Rabobank and Barclays set forth
therein their respective rights and priorities in and with respect to the
Properties and appointed Rabobank as agent for itself and Barclays (in such
capacity herein referred to as the "Agent") to act as agent with respect to the
Properties as therein provided.

J. To facilitate the collateral arrangements contemplated by this
Agreement, the Term Loan Agreement, the Reimbursement Agreement and the
Intercreditor Agreement, Rabobank has assigned 'all of its right, title, and
interest in and to the-Existing Collateral Documents to the Agent pursuant to
that certain Assignment Agreement dated the date hereof (as the same may be
amended, herein the "Assignment"); provided that with respect to that certain
Collateral Pledged Agreement dated October 17, 1984 executed by Borrower,
Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc. for the benefit of
Rabobank which is an existing Collateral Document, Rabobank, Borrower,
Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc. only amended the terms
thereof to provide that both Rabobank and Barclays shall be pledgees thereunder
pursuant to that certain Amendment to Collateral Pledge Agreement and
Assignment of Interest dated the date hereof (such Collateral Pledge Agreement,
as amended, herein the "Pledge Agreement" and together with the Collateral
Chattel Mortgage Note pledged pursuant thereto and the Act of Collateral
Chattel Mortgage on Inventory dated October 17, 1984 executed by Borrower,
Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc. in connection therewith,
herein collectively referred to as the "Louisiana Collateral Documents").

2
<PAGE> 38
K. Borrower and the Banks now desire to amend the Previous
Revolving Credit Agreement in its entirety as herein set forth to provide for
the New Barclays Loan and the modification of the Existing Loan, provide for
the grant of the security interests and liens in the New Properties and to
reflect the assignment and amendment of the Existing Collateral Documents to
the Agent.

ARTICLE I

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 1.01. The Advances. Each Bank severally agrees, on the terms
and conditions hereinafter set forth, to make advances (such advances,
collectively with the Existing Advances herein the "Advances") to the Borrower
from time to time during the Period from the date hereof to and including the
Termination Date (this and certain other capitalized terms are defined in
Section 8.01), provided that (a) at any time the aggregate outstanding amount
of the Advances shall not exceed the lesser of (i) the Revolving Credit
Commitments, as such amount may be reduced pursuant to Section 1.04, or (ii)
the Borrowing Base, (b) any time the aggregate outstanding amount of a Bank's
Advances shall not exceed its Revolving Credit Commitment and (c) at all times
the aggregate outstanding amount of the Advances made by a Bank shall never be
less than an amount equal to the sum of its Pro Rata Part (determined based on
the Revolving Credit Commitments) of the then aggregate outstanding amount of
all Advances minus up to $500,000.00. Each Advance shall be in an amount not
less %than $250,000.00. Each Bank, subject to the other terms hereof, shall
have an obligation to make only the Advances requested from such Bank by
Borrower, whether or not the other Bank makes its Advances to Borrower. Within
the limits of the Revolving Credit Commitments, the Borrower may borrow, prepay
pursuant to Section 2.02 and reborrow under this Section 1.01.

SECTION 1.02. Making the Advances. Each Advance shall be made on
notice from the Borrower to the Bank from which an Advance is requested (a copy
of which notice shall be given by the Borrower to each Guarantor) specifying
the date (which shall be a Business Day) and amount thereof and selecting the
Interest Period therefor pursuant to Section 1.05(b). Borrower may request an
Advance from either Barclays or Rabobank or may request Advances from both
Banks subject to the terms of Subsection 1.01(b). Such notice shall be given
not later than 11:00 a.m. (New York City time) on the date of the requested
Advance. Not later than 2:00 P.M. (New York City time) on the date of such
Advance and upon fulfillment of the applicable conditions set forth in Article
III, the Bank from which an Advance is requested will make such Advance
available to the Borrower in same day funds at such Bank's address referred to
in Section 8.02.

SECTION 1.03. Commitment Fee. The Borrower agrees to pay to each Bank
its Pro Rata Part of a commitment fee on the average daily unused portion of
the Revolving Credit Commitments from the date hereof until the Termination
Date at the rate of 1/4 of 1% per annum. payable quarterly on the last day of
each calendar quarter during the term of the Commitment, commencing June 30,
1990, and ending on the Termination Date.

3
<PAGE> 39
SECTION 1.04. Reduction of Commitment. The Borrower shall have the
right, upon at least five Business Days notice to either Bank, to terminate in
whole or reduce in part the unused portion of such Bank's Revolving Credit
Commitment, provided that each partial reduction shall be in the amount of
$500,000 or an integral multiple thereof and provided further that Borrower
shall simultaneously prepay the amount by which the unpaid principal amount of
the Advances from such Bank exceeds such Bank's Revolving Credit Commitment
(after giving effect to such notice) plus accrued and unpaid interest on the
principal amount so prepaid together with all other amounts due pursuant to
Section 8.04(b) as a result of such prepayment.

SECTION 1.05. Interest.

(a) Interest Rate. The Borrower shall pay interest on
the unpaid- principal amount of each Advance during each Interest
Period for such Advance, payable quarterly on the last day of each
calendar quarter and on the last day of such Interest Period at an
interest rate equal to 1.5% per annum above the Term Federal Funds
Rate with respect to Advances made by Rabobank and at an interest rate
equal to 1.5% per annum. above the Cost of Funds Rate with respect to
Advances made by Barclays, for the applicable Interest Period;
provided that such rate shall in no event be higher than the maximum
interest rate permitted by law; and provided further that any amount
of principal which is not paid when due (whether at stated maturity,
by acceleration or otherwise) sh - all bear interest, from the date on
which such amount is due until such amount is paid in full, at the
Default Rate. No provision of this Agreement or the Notes shall
require the payment or permit the collection of interest in excess of
the maximum rate permitted by applicable law:

(i) If the amount of interest computed without
giving effect to this provision of Section 1.05(a) and payable
on any interest payment date in respect of the preceding
interest computation period would exceed the amount of
interest computed in respect of such period at the maximum
rate of interest from time to time permitted (after taking
into account all consideration which constitutes interest) by
laws applicable to a Bank (such maximum rate being the
"Maximum Permissible Rate"), the amount of interest payable to
such Bank on such date in respect of such period shall be
computed at the Maximum Permissible Rate.

(ii) If at any time and from time to time (A) the
amount of interest payable to a Bank on any interest payment
date shall be computed at the Maximum Permissible Rate
pursuant to the preceding clause (ii) and (B) in respect of
any subsequent interest computation period the amount of
interest otherwise payable to such Bank would be less than the
amount of interest payable to such Bank computed at the
Maximum Permissible Rate, then the amount of interest payable
to such Bank in respect of such subsequent interest
computation period shall continue to be computed at the
Maximum Permissible Rate until the amount of interest which
would have been payable to such Bank if the total amount of
interest had been computed without giving effect to this
provision of Section 1.01(a).

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<PAGE> 40
(b) Interest Period. The period between the date of each
Advance and the date of payment in full of such Advance shall be
divided into successive periods, each such period being an Interest
Period for such Advance. The Interest Periods in effect for the
Existing Advances under the Previous Revolving Credit Agreement shall
continue in effect hereunder until the end thereof as determined
pursuant to the Previous Revolving Credit Agreement and the subsequent
Interest Period or Periods hereunder with respect thereto shall being
on the last day of the Interest Period or Periods existing under the
Previous Revolving Credit Agreement. The initial Interest Period for
each Advance (other than the Existing Advances) shall begin on the day
of such Advance and each subsequent Interest Period for such Advance
shall begin on the last day of the immediately preceding Interest
Period for such Advance. Each Interest Period for each Advance made
by Rabobank shall end on the corresponding day in the first, second or
third week thereafter or the numerically corresponding day in the
first, third, sixth, ninth or twelfth calendar month thereafter (as
Borrower may select as provided in Section 1.02 hereof or on such
other day as Borrower may request if Rabobank can (in its sole
discretion) make such an Interest Period available to the Borrower and
each Interest Period for each Advance made by Barclays shall end on
the corresponding day in the first, second or third week thereafter or
on the numerically corresponding day in the first, third or sixth
calendar month thereafter (as Borrower may select as provided in
Section 1.02 hereof) or on such other day as Borrower may request if
Barclays can (in its sole discretion) make such an Interest Period
available to the Borrower, except that each Interest Period measured
in months which commences on the last Business Day of a calendar month
(or on any day for which there is no numerically corresponding day in
the appropriate subsequent calendar month) shall end on the last
Business Day of the appropriate subsequent calendar month and no
Interest Period for any Advance made by Barclays shall extend beyond
the date one hundred eighty days from the date such Interest Period
commenced. Notwithstanding the foregoing: M any Interest Period which
would otherwise extend beyond the date which is three (3) months after
the Termination Date (the "Repayment Date") shall end on the Repayment
Date; and (ii) if the Borrower fails to select the duration of any
Interest Period, the duration of such Interest Period shall be three
months.

(c) Contingent Interest. The Borrower hereby agrees to
pay to Rabobank as contingent interest (the "Contingent Interest"),
payable in one or more payments at Rabobank's option, as of the last
day of each of the Borrower's Fiscal Years 1992, 1993 and 1994 and
upon receipt of the audited financial statements of the Borrower for
such year, an amount equal to 3% of the aggregate audited consolidated
pre-tax earnings of the Borrower and its Subsidiaries during the
Borrower's Fiscal Years 1990 through 1994, provided, however, that, if
on the date of any payment of Contingent Interest hereunder, the
consolidated, pre-tax earnings for the most recently ended Fiscal Year
is less than 200% of the payment of Contingent Interest to be made on
such date then such Contingent Interest shall be payable on such date
only to the extent it is equal to 50% of pre-tax earnings for the most
recently ended Fiscal Year and the remaining amount of Contingent
Interest shall be payable at the end of each fiscal quarter
thereafter, subject, in the case of the payment of Contingent Interest
on the end of each such subsequent fiscal quarter, to such

5
<PAGE> 41
payment equaling 50% of pre-tax earnings for such then ended fiscal
quarter and, provided further, however, that, notwithstanding the
immediately preceding proviso, the Borrower shall pay to Rabobank a
minimum of $100,000 of Contingent Interest by Fiscal Year-end 1994 and
the Borrower shall pay to Rabobank in the aggregate a maximum of
Contingent Interest hereunder of $500,000. Notwithstanding any other
provision in this Section 1.05(c), the Borrower further agrees that
upon (i) a termination of the Revolving Credit Commitment of Rabobank
pursuant to Section 1.04 or (ii) an acceleration of all amounts
outstanding hereunder pursuant to Section 6.02, the Borrower shall owe
to Rabobank as of the date of such event as Contingent Interest an
amount equal to the greater of (x) $100,000 and (y) 3% of the audited
consolidated pre-tax earnings of the Borrower and its Subsidiaries
during Fiscal Years 1990 through 1994 having then ended, up to a
maximum of $500,000.

SECTION 1.06. Increased Costs. If, on or after the date hereof, the
introduction of or any change in or in the interpretation of any law or
regulation or the compliance by either Bank with any guideline or request from
any central bank or other governmental authority (whether or not having the
force of law), shall impose, modify or deem applicable any reserve, special
deposit or similar requirement against all or any assets held by, deposits or
accounts with, or credit extended by or to, such Bank or impose on either Bank
any other condition affecting the Advances, the Notes or such Bank's obligation
to make Advances, or subject such Bank to, or cause the termination or
reduction of a previously granted exemption with respect to, any tax, levy,
impost, deduction, charge or withholding with respect to the Advances, the
Notes or such Bank's obligation to make Advances or change the basis of
taxation of payment to such Bank of the principal of or interest on the
Advances or any other amounts under this Agreement (except for a change in the
rate of tax on the overall net income of such Bank imposed by the jurisdiction
in which either such Bank's principal executive office or the lending office is
located), and the result of any of the foregoing events is to increase the cost
to either Bank of agreeing to make or making, funding, or maintaining the
Advances, or to reduce the amount of any sums received or receivable by either
Bank under this Agreement or the Notes, then, the Borrower shall from time to
time, upon demand by the applicable Bank, pay such additional amounts as will
compensate such Bank for such increased cost or reduced amount. A certificate
of such Bank, submitted to the Borrower, setting forth the amounts of such
increased cost or reduced amount and the additional amounts to be paid to such
Bank under this Section shall be conclusive. After such Bank notifies the
Borrower of any increased cost pursuant to this Section 1.06, the Borrower may
upon at least five Business Days' written notice to such Bank prepay in full or
in part any Advance then outstanding and affected by such increased costs,
provided the Borrower shall comply with the prepayment provisions of Section
2.02(b) and reimburse such Bank for all such increased costs incurred by such
Bank and pay to such Bank all amounts due pursuant to 8.04(b).

SECTION 1.07. Evidence of Debt. The indebtedness of the Borrower to
each Bank resulting from all Advances made from time to time by such Bank-and
interest thereon shall be evidenced by a promissory note of the Borrower, in
substantially the form of Exhibit A hereto (each a "Note" and collectively the
"Notes"), payable to the order of such Bank, in the principal amount of such
Bank's Revolving Credit Commitment delivered to such Bank pursuant to Article
III.

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<PAGE> 42
SECTION 1.08. Use of Proceeds. The proceeds of the Advances made by
Barclays will be used solely for the purposes of financing the egg and egg
product processing operations of the Borrower and its Subsidiaries. The
proceeds of the Advances made by Rabobank will be used solely for the purposes
of (a) financing the egg and egg product processing operations of the Borrower
and its Subsidiaries, W partially financing the acquisition of certain real and
personal property from Sunny Fresh Foods, Inc., and (c) partially financing the
repurchase by Borrower of certain preferred stock issued by Borrower to Sunny
Fresh Foods, Inc. Any Advances received by the Borrower when the aggregate
amount of the then outstanding Advances exceeds the Parent Borrowing Base shall
be utilized so that each Guarantor shall directly benefit from the amount of
such excess Advances by an amount reasonably equivalent to the Borrowing Base
valuation of such Guarantor's Collateral.

ARTICLE II

TERMS OF PAYMENTS

SECTION 2.01. Repayment. The Borrower shall repay the aggregate
unpaid principal amount of all Advances in accordance with the terms of the
Notes and this Agreement.

SECTION 2.02. Prepayments.

(a) Mandatory. If at any time the aggregate principal
amount of Advances at such time outstanding shall exceed the Borrowing
Base at such time, the Borrower shall immediately prepay the Advances
in an aggregate amount equal to the difference between such
outstanding amount and the Borrowing Base at such time as follows: M
to Rabobank an amount equal to Rabobank's Pro Rata Part of the amount
by which the outstanding principal amount of the Advances exceeds the
Borrowing Base, and (ii) to. Barclays an amount equal to Barclays'
Pro Rata Part of the amount by which the outstanding principal amount
of the Advances exceeds the Borrowing Base. If at any time the
aggregate principal amount of Advances made by a Bank shall be less
than an amount equal to the sum of its Pro Rata Part (determined based
on the Revolving Credit Commitments) of the then aggregate outstanding
amount of all Advances minus up to $500,000.00, the Borrower shall
immediately request an Advance from such Bank or prepay to the other
Bank, Advances made by such Bank, in an aggregate amount such that
after the Advance or prepayment, as applicable, the aggregate
principal amount of Advances made by the Bank in question shall be an
amount equal to an amount that is not less than the sum of its Pro
Rata Part (determined based on the Revolving Credit commitments) of
the then aggregate outstanding amount of all Advances minus
$500,000.00. The prepayments required under this Section 2.02(a) shall
be made without duplication. Upon any prepayment under this Section
2.02(a), the Borrower shall pay to each Bank all amounts due pursuant
to Section 8.04(b) as a result of such prepayment.

7
<PAGE> 43
(b) Optional. The Borrower may, upon at least one
Business Day notice to either Bank, prepay any Advance from such Bank
on the last day of any Interest Period for such Advance in whole or in
part with M accrued interest to the date of such prepayment on the
amount so prepaid and (ii) all amounts due pursuant to Section 8.04(b)
as a result of such prepayment, provided, that each such prepayment
shall be in a principal amount not less than $500,000.

SECTION 2.03. Payments and Computations.

(a) The Borrower shall make each payment of principal,
interest and other amounts due hereunder and under the Notes not later
than 12:00 noon (New York City time) on the day when due in lawful
money of the United States of America by depositing such amount in
same day funds M with respect to amounts payable to Rabobank, at the
office of Rabobank at 245 Park Avenue, New York, New York 10167, and
(ii) with respect to amounts payable to Barclays, at the office of
Barclays at 75 Wall Street, New York, New York 10265.

(b) All computations of interest and commitment fees
hereunder and under the Notes shall be made by the Banks on the basis
of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the
period for which such interest or fees is payable. Each determination
by the Banks of an interest rate hereunder shall be conclusive and
binding for all purposes.

(c) Whenever any payment to be made hereunder or under
the Notes shall be stated to be due, or whenever the last day of any
Interest Period would otherwise occur, on a day other than a Business
Day, such payment shall be made, and the last day of such Interest
Period shall occur, on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of
payment of interest and commitment fees, as the case may be.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.01. Conditions Precedent to the Initial Advance. The
obligation of Barclays to make its initial Advance hereunder and the obligation
of Rabobank to make its initial Advance hereunder (excluding the Existing
Advances) are subject to the condition precedent that the conditions precedent
set forth in Section 3.01 of the Term Loan Agreement shall have been satisfied
and that the Banks shall have received on or before the date of such initial
Advance the following, each dated such day, in form and substance satisfactory
to the Banks:

(a) The Notes.

8
<PAGE> 44
(b) The Amended Borrower Security Agreement, duly
executed by the Borrower, the Amended Cal-Maine Security Agreement,
duly executed by Cal-Maine Farms, Inc. and the Amended Egg Products
Security Agreement, duly executed by Cal-Maine Egg Products, Inc.,
together with:

(i) acknowledgment copies of proper Financing
Statements (Form UCC-1, UCC-lF or EFS-1) duly filed under the
Food and Security Act of 1985 and/or the Uniform Commercial
Code of all jurisdictions as may be necessary or, in the
opinion of the Banks, desirable in order to perfect the
security interests created by each of the Security Agreements;

(ii) acknowledgment copies of proper Assignments
of Financing Statements (Form UCC-3) duly filed under the
Uniform Commercial Code of all jurisdictions as may be
necessary, in the opinion of the Banks, in order to assign the
Financing Statements (Form UCC-1) filed in connection with the
Previous Revolving Credit Agreement and Previous Term Loan
Agreement to the Agent;

(iii) certified copies of responses to Requests for
Information or copies (Form UCC-11), or equivalent reports,
listing the Financing Statements referred to in paragraph M
above and all other effective financing statements which name
the Borrower (under its present name and any previous name) or
Cal-Maine Farms, Inc. (Under its present name and any previous
name) or Cal-Maine Egg Products, -Inc. (under its present name
and any previous name) as debtor and which are filed in the
jurisdictions referred to in said paragraph W, together with
copies of such other financing statements (none of which shall
cover the collateral purported to be covered by the Security
Agreements except for those filed in favor of Rabobank in
connection with the Previous Revolving Credit Agreement and
Previous Term Loan Agreement or those as to which the Borrower
shall have delivered instruments satisfactory to Banks which
when filed by the Banks will result in the termination of said
financing statements);

(iv) evidence of the completion of all recordings
and filings of the Borrower, Cal-Maine Farms, Inc. and
Cal-Maine Egg Products, Inc. as may be necessary or, in the
opinion of the Banks, desirable to perfect the security
interest and liens created by the Security Agreements;

(v) evidence of the insurance required by the
terms of the Security Agreements; and

(vi) evidence that all other actions necessary, in
the opinion of the Banks, to perfect and protect the security
interests created by each of the Security Agreements have been
taken.

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<PAGE> 45
(d) The Amendment to Collateral Pledge Agreement duly
executed by Borrower and the Guarantors.

(e) The Term Loan Agreement, duly executed by the
Borrower.

(f) The Fourth Amendment to Reimbursement Agreement, duly
executed by the Borrower.

(g) The Intercreditor Agreement duly executed by the
Agent, the Banks and acknowledged by the Borrower and Guarantors.

(h) The Assignment duly executed by Rabobank.

(i) Certified copies of (i) resolutions of the Board of
Directors of each Loan Party evidencing approval of each Loan Document
to which it is a party and the matters contemplated thereby, and (ii)
all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to each such Loan
Document.

(j) A certificate of the Secretary or an Assistant
Secretary of each Loan Party certifying the names and true signatures
of the officers of such Loan Party authorized to sign each Loan
Document to which it is a party and the other documents contemplated
hereby or to be delivered by it hereunder. The Banks may conclusively
rely on each such certificate until they shall receive a further
certificate of the Secretary or an Assistant Secretary of the
respective Loan Party canceling, amending or replacing the prior
certificate.

(k) A Borrowing Base Certificate dated the date of the
initial Advance.

(l) A favorable opinion of counsel for the Borrower and
the Guarantors, in form and substance acceptable to the Banks and
addressing such matters as the Banks may reasonably request.

SECTION 3.02. Conditions Precedent to All Advances. The obligation of
each Bank to make each Advance (including the initial Advance) shall be subject
to the further conditions precedent that on the date of such Advance, both
immediately before and immediately after given effect thereto, (a) the
following statements shall be true and the acceptance by the Borrower of the
proceeds of such Advance shall constitute a representation and warranty by each
Loan Party (as to each Loan Document to which it is a party), that:

(i) The representations and warranties contained
in Section 4.01 of this Agreement and contained in each other
Loan Document are correct on and as of the date of such
Advance as though made on and as of such date;

(ii) No event has occurred and is continuing, or
would result from such Advance, which constitutes an Event of
Default or would constitute an

10
<PAGE> 46
Event of Default but for the requirement that notice be given
or time elapse or both;

(iii) The aggregate principal amount of Advances
outstanding, after giving effect to such Advance, does not
exceed the Borrowing Base;

(iv) The aggregate principal amount of Advances
outstanding from the Bank requested to make such Advance,
after giving effect to such Advance, does not exceed such
Bank's Revolving Credit Commitment or such Bank's Pro Rata
Part of the Borrowing Base; and

(v) The aggregate outstanding amount of the
Advances made by a Bank is not less than an amount equal to
the sum of its Pro Rata Part of the aggregate outstanding
amount of all Advances minus up to $500,000.00;

and (b) the Bank making such Advance shall have received such other approvals,
opinions or documents as it may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

(a) The Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of Delaware and
is duly qualified as a foreign corporation to do business and is in
good standing in every jurisdiction where the nature of its business
requires it to be so qualified.

(b) The execution, delivery and performance by the
Borrower of each Loan Document to which it is or will be a party are
within the Borrower's corporate powers, have been duly authorized by
all necessary corporate action, do not contravene (i) the Borrower's
charter or bylaws or (ii) any law or any contractual restriction
binding on or affecting the Borrower, and do not result in or require
the creation of any lien, security interest or other charge or
encumbrance (other than pursuant hereto) upon or with respect to any
of its properties.

(c) No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory
body is required for the due execution, delivery and performance by
the Borrower of any Loan Document to which it is or will be a party.

(d) This Agreement is and the Notes and each other Loan
Document to which the Borrower is or will be a party when delivered
hereunder will be, legal, valid

11
<PAGE> 47
and binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms.

(e) The consolidated balance sheet of the Borrower and
its Subsidiaries as at June 3, 1989, and the related consolidated
statements of income and retained earnings of the Borrower and its
Subsidiaries for the Fiscal Year then ended, certified by Ernst &
Whinney, independent public accountants, and the consolidated balance
sheet of the Borrower and its Subsidiaries as at March 31, 1990, and
the related consolidated statements of finance and retained earnings
of the Borrower and its Subsidiaries for the nine month period then
ended, copies of each of which have been furnished to the Banks,
fairly present the financial condition of the Borrower and its
Subsidiaries as at such date and the results of the operations of the
Borrower and its Subsidiaries for the period ended on the dates
reflected therein, all in accordance with generally accepted
accounting principles consistently applied, and since March 31, 1990,
there has been no material adverse change in such condition or
operations.

(f) The Borrower and each Subsidiary have filed all tax
returns (Federal, State and local) required to be filed and paid all
taxes shown thereon to be due, including interest and penalties, or
provided adequate reserves for payment thereof.

(g) There is no pending or threatened action or
proceeding affecting the Borrower before any court, governmental
agency or arbitrator, which may materially adversely affect the
financial condition or operations of the Borrower or any of its
Subsidiaries.

(h) The Guarantors and Sunbelt Freight, Inc. are the only
Subsidiaries of, and are wholly-owned by, the Borrower.

(i) Following application of the proceeds of each
Advance, not more than 25 percent of the value of the assets (either
of the Borrower only or of the Borrower and its Subsidiaries on a
consolidated basis) subject to the provisions of Sections 5.02(e) or
5.02(f) or subject to any restriction contained in any agreement or
instrument, between the Borrower or any of its Subsidiaries and either
Bank or any affiliate of either Bank relating to Debt and within the
scope of Section 6.01(d) will be margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve
System).

(j) The Fiscal Year for the Borrower and its Subsidiaries
is the 52 or 53 week period, as the case may be, beginning on the date
which is one day after the date of the preceding Fiscal Year end, and
ending on the Saturday closest to May 31.

(k) The market value of the Collateral (as defined in
each of the Security Agreements) located in the State of Louisiana is
approximately $1,500,000. As of the date hereof, neither Borrower nor
either Guarantor maintains any commodity futures margin accounts.

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<PAGE> 48
(1) The present fair salable value of the Assets of the
Borrower and each Subsidiary is greater than the amount that will be
required to pay its probable liability for its existing Debts as they
become absolute and matured. For the purposes of this clause (1),
"Assets" means any property of the party in question not exempt from
liability for its Debts, and "Debts" means any legal liability,
including the liability under the Loan Documents, whether matured or
unmatured, liquidated or unliquidated, absolute, fixed or contingent.
Neither the Borrower nor any of its Subsidiaries intends to, or
believes that it will, incur Debts beyond its ability to pay as they
mature.

(m) Neither the Borrower nor any of its Subsidiaries is
"insolvent" (as defined in 11 U.S.C. Section 101(29)). Neither the
Borrower nor any of its Subsidiaries is engaged, nor does it intend to
engage, in any business or transaction for which its property,
excluding an amount equal to the Obligations, is an unreasonably small
capital. Neither the Borrower nor any of its Subsidiaries intends
through the transactions contemplated by the Loan Documents to hinder,
delay, or defraud either present or future creditors.

ARTICLE V

COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants. So long as any amount payable
hereunder or under the Notes shall remain unpaid or either Bank shall have any
Revolving Credit Commitment hereunder, the Borrower will, unless the Banks
shall otherwise consent in writing:

(a) Compliance with Laws, Etc. Comply, and cause each of
its Subsidiaries to comply, in all material respects with all
applicable laws, rules, regulations and orders, such compliance to
include, without limitation, paying before the same become delinquent
all taxes, assessments and governmental charges imposed upon it or
upon any of its property except to the extent contested in good faith.

(b) Payment of Taxes, Etc. Pay and discharge, and cause
each Subsidiary to pay and discharge, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges or
levies imposed upon it or upon its property, and (ii) all lawful
claims which, if unpaid, might by law become a lien upon its property;
provided, however, that neither the Borrower nor any Subsidiary shall
be required to pay or discharge any such tax, assessment, charge or
claim which is being contested in good faith and by proper
proceedings.

(c) Preservation of Corporate Existence, Etc. Preserve
and maintain, and cause each Subsidiary to preserve and maintain, its
corporate existence, rights (charter and statutory) and franchises.

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<PAGE> 49
(d) Keeping of Books. Keep, and cause each Subsidiary to
keep, proper books of record and account, in which full and correct
entries shall be made of all financial transactions and the assets and
business of the Borrower and each Subsidiary in accordance with
generally accepted accounting principles consistently applied.

(e) Visitation Rights. At any reasonable time and from
time to time, permit either Bank or any agents or representatives
thereof, to examine and make copies of and abstracts from the records
and books of account of, and visit the properties of, the Borrower and
any of its Subsidiaries, and to discuss the affairs, finances and
accounts of the Borrower and any of its Subsidiaries with any of their
respective officers or directors.

(f) Maintenance of Properties, Etc. Maintain and
preserve, and cause each Subsidiary to maintain and preserve, all of
its properties which are used or useful in the conduct of its business
in good working order and condition, ordinary wear and tear excepted.

(g) Maintenance of Insurance. Maintain, and cause each
Subsidiary to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such
risks as is usually carried by companies engaged in similar businesses
in the same general areas in which the Borrower or such Subsidiary
operates.

(h) Working Capital. Maintain a ratio of current assets
to current liabilities (excluding current deferred income taxes) of
not less than 1.25 to I and a ratio of consolidated current assets to
consolidated current liabilities (excluding current deferred income
taxes) of the Borrower and its Subsidiaries of not less than 1.25 to
1. Current liabilities and consolidated current liabilities shall
include the current portion of the indebtedness incurred pursuant to
this Agreement, the Reimbursement Agreement and the Term Loan
Agreement.

(i) Tangible Net Worth. Maintain an excess of
consolidated total tangible assets over consolidated total liabilities
of the Borrower and its Subsidiaries in an amount not less than the
amount set forth below for the applicable period set forth below:

(a) from the date hereof through June 2, 1990,
Twenty-Two Million Dollars ($22,000,000); and

(b) from June 3, 1990 and at all times
thereafter, the sum of (i) Twenty-Two Million Dollars
($22,000,000) plus (ii) fifty percent (50%) of the net income
of Borrower and its Subsidiaries for the period from the
beginning of the Fiscal Year existing as of the date of
determination to the date of determination plus (iii) fifty
percent (50%) of the net income of Borrower and its
Subsidiaries for each Fiscal Year ending after June 3, 1990
but only if the Fiscal Year has completely elapsed.

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<PAGE> 50
If net income for a period is negative, no adjustment to the requisite
level of net worth shall be made.

(j) Debt to Equity Ratio. Maintain a ratio of
consolidated total liabilities (excluding deferred income taxes) to
Net Worth of not more than 3.30 to 1 at all times throughout the
Fiscal Year ending June 2, 1990, 3.05 to 1 at all times throughout the
Fiscal Year ending June 1, 1991, and 2.55 to 1 at all times after the
Fiscal Year ending June 1, 1991. Total liabilities shall include the
indebtedness pursuant to this Agreement, the Reimbursement Agreement
and the Term Loan Agreement.

(k) Reporting Requirements. Furnish to each Bank: (i) as
soon as possible and in any event within five days after the
occurrence of each Event of Default or each event which, with the
giving of notice or lapse of time, or both, would constitute an Event
of Default, continuing on the date of such statement, a statement of
the chief financial officer of the Borrower setting forth details of
such Event of Default or event and the action which the Borrower
proposes to take with respect thereto; (ii) as soon as available and
in any event within 30 days after the end of each of the first eleven
calendar months of each Fiscal Year of the Borrower, consolidated and
consolidating balance sheets of the Borrower and its Subsidiaries as
of the end of such month and consolidated statements of income and
retained earnings of the Borrower and its Subsidiaries for the period
commencing at the end of the previous Fiscal Year and ending with the
end of such month, certified by the chief financial officer of the
Borrower; (iii) as soon as available and in any event within 90 days
after the end of each Fiscal Year of the Borrower, a copy of the
annual report for such year for the Borrower and its Subsidiaries,
including therein consolidated and consolidating balance sheets of the
Borrower and its Subsidiaries as of the end of such Fiscal Year and
consolidated and consolidating statements of income and retained
earnings and of source and applications of funds of the Borrower and
its Subsidiaries for such Fiscal Year certified in a manner acceptable
to the Banks by Ernst & Whinney or other independent public
accountants acceptable to the Banks; (iv) promptly after the sending
or filing thereof, copies of all reports which the Borrower sends to
any of its securityholders, and copies of all reports and registration
statements which the Borrower files with the Securities and Exchange
Commission or any national securities exchange; (v) on or before the
last 'Business Day of each calendar month, a Borrowing Base
Certificate dated as of the last day of the next preceding calendar
month; and (vi) such other information respecting the business,
properties, condition or operations, financial or otherwise, of the
Borrower as either Bank may from time to time reasonably request.

SECTION 5.02. Negative Covenants. So long as any amount payable
hereunder or under the Notes shall remain unpaid or either Bank shall have any
Revolving Credit Commitment hereunder, the Borrower will not, without the
written consent of the Banks:

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<PAGE> 51
by reason of endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business
and except for that certain guaranty agreement executed by Borrower
for the benefit of Barclays Bank PLC guaranteeing the obligations of
American Egg Products, provided the liability thereunder does not
exceed $418,950.00 in the aggregate.

(b) Dividends, Etc. Except for the purchase of up to a
maximum of two percent (2%) of the Borrower's outstanding common
shares in any Fiscal Year at an aggregate purchase price in such year
not exceeding the lesser of M the book value of such shares or (ii)
$500,000.00, declare or pay any dividends, purchase or otherwise
acquire for value any of its capital stock now or hereafter
outstanding, or make any distribution of assets to its stockholders as
such, or permit any of its Subsidiaries to purchase or otherwise
acquire for value any stock of the Borrower.

(d) Maintenance of Ownership of Subsidiaries. Sell or
otherwise dispose of any shares of capital stock of any Subsidiary or
permit any Subsidiary to issue, sell or otherwise dispose of any
shares of its capital stock or the capital stock of any other
Subsidiary, except to the Borrower or another Subsidiary.

(e) Mergers, Etc. Merge with or into or consolidate with
or into, or convey, transfer, lease or otherwise dispose of (whether
in one transaction or in a series of transactions) all or
substantially all of its assets %whether now owned or hereafter
acquired) to, or acquire all or substantially all of the assets of,
any person, or permit any Subsidiary to do so, except that any
Subsidiary may merge or consolidate with or transfer assets to or
acquire assets from any other Subsidiary and except that any
Subsidiary may merge into or transfer assets to the Borrower provided
in each case that, immediately after giving effect thereto, no event
shall occur and be continuing which constitutes an Event of Default or
which with the giving of notice or lapse of time or both would
constitute an Event of Default.

(f) Sales, Etc. of Assets. Sell, lease, transfer or
otherwise dispose of, or permit any Subsidiary to sell, lease,
transfer or otherwise dispose of, any substantial part of its assets,
including (without limitation) substantially all assets constituting
the business of a division, branch or other unit operation, except in
the ordinary course of its business or in connection with a
transaction authorized by subsection (e) of this Section.

(g) Fiscal Year. Change, or permit any Subsidiary to
change, its Fiscal Year.

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ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default. Each of the following shall be
deemed an "Event of Default":

(a) The Borrower shall fail to pay any amount payable
hereunder or under either of the Notes when due.

(b) Any representation or warranty made or deemed made by
any Loan Party (or any of its officers) under or in connection with
any Loan Document shall prove to have been incorrect in any material
respect when made or deemed made.

(c) Any Loan Party shall fail to perform or observe any
other term, covenant or agreement contained in any Loan Document on
its part to be performed or observed and any such failure shall remain
unremedied for 30 days after its occurrence, or in the case of
covenants contained in Section 1.03 of the Mortgages, the Borrower or
Cal-Maine Farms, Inc. shall fail to perform or observe any covenant
in Section 1.03 of the Borrower Mortgages or the Cal-Maine Farms
Mortgage, as the case may be, on its part to be performed or observed
and any such failure shall remain unremedied for 30 days after notice
thereof from either Bank.

(d) The Borrower or any of its Subsidiaries shall fail to
pay any Debt (excluding Debt hereunder or under the Notes but
including Debt under the Term Loan Agreement and the promissory note
executed pursuant to the Term Loan Agreement) of the Borrower or any
of its Subsidiaries (as the case may be), or any interest or premium
thereon, when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) and such failure shall continue
after the applicable grace period, if any, specified in the agreement
or instrument relating to such Debt; or any other default under any
agreement or instrument relating to any such Debt, or any other event,
shall occur and shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such
default or event is to accelerate, or to permit the acceleration of,
the maturity of such Debt; or any such Debt shall be declared to be
due and payable, or required to be prepaid (other than by a regularly
scheduled required prepayment), prior to the stated maturity thereof.
The occurrence of an Event of Default under this clause (d) includes,
without limitation, the occurrence of any event of default under the
Term Loan Agreement or the Reimbursement Agreement.

(e) The Borrower or any of its Subsidiaries shall
generally not pay its debts as such debts become due, or shall admit
in writing its inability to pay its debts generally. or shall make a
general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against the Borrower or any of its
Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding-up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, or other similar official for it
or for any substantial part of its

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<PAGE> 53
property; or the Borrower or any of its Subsidiaries shall take any
corporate action to authorize any of the actions set forth above in
this subsection W.

(f) Any judgment or order for the payment of money in
excess of $750,000 (the liability for which is not covered by
insurance) shall be rendered against the Borrower or any of its
Subsidiaries and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there
shall be any period of 10 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal
or otherwise, shall not be in effect.

(g) Any Security Agreement or Mortgage shall for any
reason cease to create a valid and perfected first priority security
interest in or a first mortgage lien on (as the case may be) any of
the Collateral or Encumbered Property purported to be covered thereby
except as otherwise contemplated therein.

(h) Any provision of any Loan Document shall, at any time
after delivery thereof under Section 3.01, for any reason cease to be
valid and binding on the Borrower or on any of its Subsidiaries (as
the case may be) , or shall be declared to be null and void, or the
validity or enforceability thereof shall be contested by the Borrower
or any of its Subsidiaries, or a proceeding shall be commenced by any
governmental agency or authority having jurisdiction over the Borrower
or any of its Subsidiaries seeking to establish the invalidity or
unenforceability thereof and such proceeding shall remain undismissed
or unstayed for a period of 60 days, or the Borrower or any of its
Subsidiaries shall deny that it has any or further liability or
obligation thereunder.

(i) The occurrence of any event of default under any
Loan Document.

SECTION 6.02. Remedies. Upon the occurrence of an Event of Default,
each Bank may independently, but subject to the Intercreditor Agreement, by
notice to the Borrower do any one or more of the following, (i) declare its
obligations to make Advances to be terminated, whereupon the same shall
forthwith terminate, (ii) declare its Note, all interest thereon and all other
amounts payable to it under this Agreement to be forthwith due and payable,
whereupon such Note, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Borrower,
(iii) reduce any claim to judgment, (iv) take such steps as the Banks
(or a Bank, as determined pursuant to the Intercreditor Agreement) may deem
appropriate to foreclose or otherwise enforce any lien granted to Agent for the
benefit of Banks in accordance with the terms of the Loan Documents (including
the Intercreditor Agreement), and (iv) exercise any and all rights and remedies
afforded by law, by any of the Loan Documents, by equity or otherwise;
provided, Barclays shall have no right to take any action with respect to the
liens granted pursuant to the mortgages; provided, further, however, that in
the event of an actual or deemed entry of an order for relief with respect to
the Borrower or any of its Subsidiaries under the Federal Bankruptcy Code, the
Notes, all interest thereon and all other amounts payable under this Agreement
shall automatically become and be due and payable, and the

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<PAGE> 54
Revolving Credit Commitments shall automatically terminate, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.

ARTICLE VII

DEFINITIONS AND ACCOUNTING TERMS

SECTION 7.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

"Advance" has the meaning set forth in Section 1.01.

"Agent" has the meaning set forth in the Recitals hereto.

"Amended Borrower Security Agreement" means the Amended and
Restated Security Agreement in substantially the form of Exhibit C and
all amendments, supplements and other modifications thereto.

"Amended Cal-Maine Security Agreement" means the Amended and
Restated Security Agreement in substantially the form of Exhibit D and
all amendments, supplements and other modifications thereto.

"Amended Egg Products Security Agreement" means the Amended
and Restated Security Agreement in substantially the form of Exhibit E
and all amendments, supplements and other modifications thereto.

"Amended Guaranty Agreement" means the Amended and Restated
Guaranty of each Guarantor in substantially the form of Exhibit B and
all amendments, supplements and other modifications thereto.

"Assignment" has the meaning set forth in the Recitals hereto.

"Borrowing Base" on the date of any computation thereof means
the sum of (i) 75% of the face amount of the Eligible Receivables,
(ii) 50% of the lower of cost or market value of Eligible Poultry
Inventory, (iii) 50% of the lower of cost or market value of Eligible
Egg and Egg Product Inventory, (iv) 80% of the market value of
Eligible Feed Inventory (excluding silage) , (v) 75% of the market
value of unhedged Eligible Livestock, (vi) 85% of the market value of
hedged and forward priced Eligible Livestock and (vii) 100% of the
value of the commodity futures margin account deposits in which the
Agent has been assigned an interest by the Borrower or any of its
Subsidiaries.

"Borrowing Base Certificate" means a certificate setting forth
the information and calculations necessary to determine the Borrowing
Base, in substantially the form

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<PAGE> 55
of Exhibit F, signed by the chief financial officer or the President
of the Borrower and each of the Guarantors.

"Business Day" means any day other than a Saturday, Sunday or
a public or bank holiday or the equivalent for banks generally under
the laws of the State of New York.

"Collateral" means the property covered by the Security
Agreements.

"Cost of Funds Rate" for each Advance to which it applies
shall mean a rate determined by Barclays in its sole and absolute
discretion with reference to its funding sources, as notified to the
Borrower prior to the date such Advance is made.

"Debt" means (i) indebtedness for borrowed money or for the
referred purchase price of property or services, (ii) obligations as
lessee under leases which shall have been or should be, in accordance
with generally accepted accounting principles, recorded as capital
Leases, (iii) obligations under direct or indirect guaranties in
respect of, and obligations (contingent or otherwise) to purchase or
otherwise acquire, or otherwise to assure a creditor against loss in
respect of, indebtedness or obligations of others of the kinds
referred to in clause M or (ii) above, and (iv) liabilities in respect
of unfunded vested benefits under plans covered by Title IV of ERISA.

"Default Rate" means a daily fluctuating interest rate which
is, with respect to amounts owed to Rabobank, equal to the lesser of
(i) 2-1/2% per annum above the 30 day Term Federal Funds Rate, or (ii)
the maximum Permissible Rate, and, with respect to amounts owed to
Barclay's, equal to the lesser of (i) 2-1/2% per annum above the 30
day Cost of Funds Rate or (ii) the Maximum Permissible Rate. Each
change in such daily fluctuating interest rate shall take effect
simultaneously with the corresponding change in the Term Federal Funds
Rate or the Cost of Funds Rate, as applicable, as determined by the
applicable Bank in its sole discretion at 12:00 noon (New York City
time).

"Eligible Egg and Egg Product Inventory" means all eggs and
egg products of Borrower and its Subsidiaries including shell eggs
(both processed and unprocessed), liquid, dried and frozen eggs, and
all ingredients used in egg products, such as salt, sugar and syrup,
and all packing and other supplies used in the production of eggs and
processing of shell eggs, in which Agent has a perfected first
priority security interest.

"Eligible Feed Inventory" means all feed of Borrower and its
Subsidiaries, including shelled corn and other feed grains, soybean
meal, feed additives and chemicals used in the manufacture of feed,
and processed "finished" feed, in which Agent has a perfected first
priority security interest.

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<PAGE> 56
"Eligible Livestock" means all grazing cattle on pasture and
cattle of Borrower and its Subsidiaries in a feedlot and all live hogs
of Borrower and Subsidiaries of whatsoever age, in which Agent has a
perfected first priority security interest

"Eligible Poultry Inventory" means all live poultry and
chickens of Borrower and its Subsidiaries, including broilers,
pullets, layers, breeders and recycles, in which Agent has a perfected
first priority security interest.

"Eligible Receivable" means the indebtedness arising out of a
sale of goods or services by the Borrower or a Guarantor to a third
party, in which Agent has a perfected first priority security
interest, and may include the right to payment of any interest or
finance charges and other obligations of such third party with respect
thereto:

(i) which is required to be paid in full within
60 days of the original billing date therefor;

(ii) as to which any payment, or part thereof,
does not remain unpaid for more than 60 days from the original
due date for such payment and which would, in the ordinary
course of business of the Borrower or a Guarantor, not be
written off as uncollectible;

(iii) which is an account receivable representing
all or part of the sales price of goods or services;

(iv) which is an "account" within the meaning of
Section 9-106 of the UCC of the State of New York;

(v) which is denominated and payable only in
United States dollars in the United States; and

(vi) which complies, on and after the 30th day
following notice by either Bank to the Borrower of any other
criteria or requirements, with such other criteria and
requirements as the Banks shall have specified in such notice.

"Encumbered Property" has the meaning set forth in the Term
Loan Agreement.

"Existing Advances" has the meaning set forth in the Recitals
hereto.

"Existing Collateral Documents" has the meaning set forth in
the Recitals hereto.

"Existing Loan" has the meaning set forth in the Recitals
hereto.

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<PAGE> 57
"Existing Properties" has the meaning set forth in the
Recitals hereto.

"Fiscal Year" means the 52 or 53 week period, as the case may
be, beginning on the date which is one day after the date of the
preceding Fiscal Year end, and ending on the Saturday closest to May
31.

"Guarantor" means each of Cal-Maine Egg Products. Inc a
Delaware corporation, and Cal-Maine Farms, Inc., a Delaware
corporation.

"Intercreditor Agreement" has the meaning set forth in the
Recitals hereto.

"Interest Period" has the meaning set forth in Section
1.05(b).

"Loan Documents" means this Agreement (as it may be amended or
otherwise modified from time to time), the Notes, the Amended Guaranty
Agreements, the Assignment, the Security Agreements, the Intercreditor
Agreement, the Mortgages and all other certificates and documents
delivered by the Borrower or its Subsidiaries hereunder.

"Loan Party" means the Borrower and each of the Guarantors.

"Louisiana Collateral Documents" has the meaning set forth in
the Recitals hereto.

"Maximum Permissible Rate" has the meaning set forth in
Section 1.01(a).

"Mortgages" has the meaning set forth in the Term Loan
Agreement.

"Net Worth" means the excess of consolidated total assets over
consolidated total liabilities of the Borrower and its Subsidiaries.

"New Barclays Loan" has the meaning set forth in the Recitals
hereto.

"New Properties" has the meaning set forth in the Recitals
hereto.

"Note" has the meaning set forth in Section 1.07.

"Parent Borrowing Base" means the Borrowing Base valuation of
the Borrower's Collateral only.

"Pledge Agreement" has the, meaning set forth in the Recitals
hereto.

"Previous Revolving Credit Agreement" has tn meaning set forth
in the Recitals hereto.

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<PAGE> 58
"Previous Term Loan Agreement" has the meaning set forth in
the Recitals hereto.

"Pro Rata Part" means, (a) with respect to the Banks'
Commitment to make Advances to Borrower hereunder and with respect to
the Borrowing Base, the proportion to which each Bank's Revolving
Credit Commitment bears to the sum of the Revolving Credit
Commitments, (b) with respect to payments and repayments made by
Borrower hereunder as well as with respect to proceeds of Collateral,
the proportion which the obligations, indebtedness and liabilities
then owed to each Bank under this Agreement bear to the total of all
obligations, indebtedness and liabilities then owed by Borrower under
this Agreement, and (c) with respect to the commitment fee described
in Section 1.03, the proportion to which the unused portion of each
Bank's Revolving Credit Commitment bears to the total unused portion
of the Revolving Credit Commitments.

"Properties" has the meaning set forth in the Recitals hereto.

"Reimbursement Agreement" has the meaning set forth in the
Recitals hereto.

"Repayment Date" has the meaning set forth in Section 1.05(b).

"Revolving Credit Commitment" means the obligation of each
Bank to make the Advances to be made pursuant to Section 1.01 in a
principal amount not exceeding Twenty Million Dollars ($20,000,000)
with respect to Rabobank and a principal amount not exceeding Ten
million Dollars ($10,000,000) with respect to Barclays.

"Security Agreements" means the Amended Borrower Security
Agreement, the Amended Cal-Maine Security, the Louisiana Collateral
Documents and the Amended Egg Products Security Agreement,
collectively.

"Subsidiary" means any corporation of which more than 50% of
the outstanding capital stock having ordinary voting power to elect a
majority of the Board of Directors of such corporation (irrespective
of whether or not at the time capital stock of any other class or
classes of such corporation shall or might have voting power upon% the
occurrence of any contingency) is at the time directly or indirectly
owned by the Borrower, by the Borrower and one or more other
Subsidiaries, or ' by one or more other Subsidiaries.

"Term Federal Funds Rate" for any Interest Period for any
Advance means an interest rate per annum equal at all times during
such Interest Period to the rate of interest at which Rabobank, as a
branch of a foreign bank, in its sole discretion, can acquire federal
funds in the interbank term federal funds market in New York City
through brokers of recognized standing at the time the Borrower
specifies the Interest Period for such Advance on the date of such
Advance for a period equal to such Interest Period for such Advance
and in the amount of such Advance.

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<PAGE> 59
"Term Loan Agreement" means that certain Amended and Restated
Term Loan Agreement between Borrower and Rabobank of even date
herewith as the same may be amended or otherwise modified.

"Termination Date" means December 31, 1990 or the earlier date
of termination in whole of the Commitment pursuant to Sections 1.04 or
6.02.

SECTION 7.02. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(e), and all financial data
submitted pursuant to this Agreement shall be prepared in accordance with such
principles.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Banks and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

SECTION 8.02. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic
communication) and mailed or telegraphed or delivered, if to the Borrower, at
its address at 3320 Woodrow Wilson Drive, Jackson, Mississippi 39209;
Attention: Bobby J. Raines, Vice President and if to Rabobank, at its address
at 245 Park Avenue, New York, New York 10167; Attention: Corporate Services,
with a copy to One Galleria Tower, 13355 Noel Road, Suite 1000, Dallas, Texas
75240, Attention: Jess E. Jarratt; and if to Barclays at its address at 75.Wall
Street, New York, New York 10265; Attention: Sascha Sandberg, with a copy to
Len Bailey; or, as to each party, at such other address as shall be designated
by such party in a written notice to the other party. All such notices and
communications shall, when mailed or telegraphed, be effective when deposited
in the mails or delivered to the telegraph company, respectively, addressed as
aforesaid, except that notices to the Banks pursuant to the provisions of
Article II shall not be effective until received by the Banks.

SECTION 8.03. No Waiver; Remedies. No failure on the part of either
Bank to exercise, and no delay in exercising, any right under any Loan Document
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right under any Loan Document preclude any other or further exercise
thereof or the exercise of any other right. The remedies provided in the Loan
Documents are cumulative and not exclusive of any remedies provided by law.

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<PAGE> 60
SECTION 8.04. Costs, Expenses and Taxes.

(a) The Borrower agrees to pay on demand all costs and
expenses in connection with the preparation, execution, delivery,
filing, recording and administration of the Loan Documents and the
other documents to be delivered under the Loan Documents, including,
without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Banks and Agent, and local counsel who may be retained
by said counsel, with respect thereto and with respect to advising the
Banks and Agent as to its rights and responsibilities under the Loan
Documents, and all costs and expenses (including counsel fees and
expenses) in connection with the administration and enforcement of the
Loan Documents and the other documents to be delivered under the Loan
Documents including, without limitation, all costs and expenses
incurred by either Bank in connection with any inspections of the
Collateral and the Borrower's and Guarantors' other properties, books
and records. In addition, the Borrower shall pay any and all stamp
and other taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing and recording, of the
Loan Documents and the other documents to be delivered under the Loan
Documents, and agrees to save the Banks harmless from and against any
and all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes and fees.

(b) If, as a result of a payment made by the Borrower due
to acceleration of the maturity of the Advances and the Notes pursuant
to Section 6.02, mandatory or voluntary prepayment or due to any other
reason, either Bank receives payment of any principal amount of any
Advance on a day other than the last day of the, Interest Period for
such Advance, the Borrower shall pay to such Bank on demand that
amount, if any, required to compensate such Bank for additional
losses, costs or expenses which it may accrue as a result of such
payment (as determined in good faith in the sole discretion of such
Bank), including, without limitation, an amount equal to the losses,
if any, on the reinvestment of the amounts prepaid, which for purposes
of this Agreement shall be deemed equal to the difference between the
interest rate in effect hereunder on the amounts prepaid as of the
date of such prepayment and the interest rate at which such Bank
reinvests such amounts, multiplied by such amounts prepaid and a
fraction, the numerator of which is the number of days (including the
first day but excluding the last day) from the date of prepayment
through the last day of the applicable Interest Period and the
denominator of which is 360.

SECTION 8.05. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default and subject to the terms of the
Intercreditor Agreement, each Bank is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Bank to or for
the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under any Loan Document,
irrespective of whether or not such Bank shall have made any demand under such
Loan Document and although such deposits, indebtedness or obligations may be
unmatured or

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<PAGE> 61
contingent. Each Bank agrees promptly to notify the Borrower after any such
set-off and application, provided that the failure to give such notice shall
not affect the validity of such set-off and application. The rights of the
Banks under this Section 8.05 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which the Banks may
have.

SECTION 8.06. Severability of Provisions. Any provision of this
Agreement or of any other Loan Document which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof or thereof or affecting the validity or enforceability of
such provision in any other jurisdiction.

SECTION 8.07. Binding Effect; Governing Law. This Agreement shall be
binding upon and inure to the benefit of the Borrower and the Banks and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the Banks. This Agreement and the Notes shall be governed
by, and construed in accordance with, the laws of the State of New York.

SECTION 8.08. Consent to Jurisdiction; Process Agent.

(a) The Borrower hereby irrevocably submits to the
jurisdiction of any New York State or Federal court sitting in New
York City in any action or proceeding arising out of or relating to
this Agreement or any other Loan Document, and the Borrower hereby
irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such New York State court
or, to the extent permitted by law, in such Federal court. The
Borrower hereby irrevocably waives, to the fullest extent it may
effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding. The Borrower hereby
irrevocably appoints CT Corporation System (the "Process Agent"), with
an office on the date hereof at 1633 Broadway, New York, New York
10019, as its agent to receive on behalf of the Borrower and its
property service of copies of the summons and complaint and any other
process which may be served in any such action or proceeding. Such
service on the Process Agent may be made by mailing or delivering a
copy of such process to the Borrower in care of the Process Agent, at
the Process Agent's above address and the Borrower hereby irrevocably
directs the Process Agent to accept such service on its behalf. As an
alternative method of service, the Borrower also irrevocably consents
to the service of any and all process in any such action or proceeding
by any other method permitted by applicable law. The Borrower agrees
that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on
the judgment or in any other manner provided by law.

(b) Nothing in this Section shall affect the right of
Banks to serve legal process in any other manner permitted by law or
affect its right to bring any action or proceeding against the
Borrower or its property in any other court.

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SECTION 8.09. Security. The obligations of the Borrower under this
Agreement are guaranteed by the Amended Guaranties and secured by the Security
Agreements and the Mortgages.

SECTION 8.10. Entire Agreement; Amendment and Restatement. This
Agreement amends and restates in its entirety the Previous Revolving Credit
Agreement. This Agreement and the other Loan Documents referred to herein
embody the final, entire agreement among the parties hereto and supersede any
and all prior commitments, agreements representations and understandings,
whether written or oral, relating to the subject matter hereof and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

CAL-MAINE FOODS, INC.

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank
Nederland",
New York branch

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

BARCLAYS BANK PLC

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

28
<PAGE> 64
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

CAL-MAINE FOODS, INC.

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank
Nederland", New York branch

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

BARCLAYS BANK PLC

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

29
<PAGE> 65
AMENDMENT

Dated as of December 31, 1990

This AMENDMENT between CAL-MAINE FOODS, INC., a Delaware corporation
(the "Borrower"), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"Rabobank Nederland", Now York Branch ("Rabobank") and BARCLAYS BANK PLC (New
York) ("Barclays", and together with Rabobank, the "Banks").

PRELIMINARY STATEMENTS. The Borrower and the Banks have entered into
an Amended and Restated Revolving Credit Agreement dated an of May 29, 1990
(said Agreement being the "Credit Agreement"; the terms defined in the Credit
Agreement are used herein as therein defined). The Borrower and the Banks wish
to amend the Credit Agreement to extend the Termination Date and amend certain
other provisions thereof.

NOW, THEREFORE, the Borrower and the Bank agree as follows:

SECTION 1. Amendment to Credit Agreement. The Credit Agreement
is, effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, hereby amended (a) by
extending the Termination Date to December 31, 1992 by amending Section 7.01 by
deleting the date "December 31, 1990" appearing in the definition of
"Termination Date" and substituting, in lieu thereof, the date "December 31,
1992", and

(b) by deleting the amount "Twenty-Two Million Dollars
($22,000,000)" each time it appears in clause (i) of Section 5.01 and
substituting in lieu thereof, the amount "Twenty-Five Million Dollars
($25,000,000)".

SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective when, and only when, the Bank shall have received counterparts
of this Amendment executed by the Borrower, and Section I hereof shall become
effective when, and only when, the Banks shall have additionally received, in
form and substance satisfactory to the Banks:

(a) A certificate signed by a duly authorized officer of the
Borrower stating that:

(i) The representations and warranties contained in
Section 3 hereof are correct on and as of the date of such certificate
as though made on and as of such date, and

(ii) No event has occurred and is continuing which
constitutes an Event of Default or would constitute an Event of
Default but for the requirement that notice be given or time elapse or
both.

(b) A consent duly executed by each Guarantor in the form of
Exhibit A hereto.
<PAGE> 66
SECTION 3. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

(a) The Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation.

(b) The execution delivery and performance by the Borrower of this
Amendment, and the Credit Agreement as amended hereby, are within the
Borrower's corporate powers, have been duly authorized by all necessary
corporate action and do not contravene (i) the Borrower's charter or bylaws, or
(ii) law or any contractual restriction binding on or affecting the Borrower,
or result in, or require, the creation of any lien, security interest or other
charge, encumbrance or upon or with respect to any of the properties.

(c) No authorization, approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required
for the due execution, delivery and performance by the Borrower of this
Amendment or the Credit Agreement, as amended hereby.

(d) This Amendment and the Credit Agreement, as amended hereby,
constitute, legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their respective terms, subject,
however, to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally and (ii) the effect of general principles of equity (regardless
whether such enforceability is considered in a proceeding in equity or at law).

(e) There is no pending or threatened action or proceeding
affecting the Borrower or any of its subsidiaries before any court,
governmental agency or arbitrator, which may materially adversely affect the
financial condition or operations of the Borrower.

SECTION 4. Reference to and Effect on the Credit Agreement. (a)
Upon the effectiveness of Section 1 hereof, on and after the date hereof, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby, and each reference in the Notes to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended
hereby.

(b) Except as specifically amended above, the Credit Agreement and
the Notes shall remain in full force and effect and are hereby ratified and
confirmed.

(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Bank under the Credit Agreement, nor constitute a
waiver of any provision of the Credit Agreement.

SECTION 5. Costs, Expenses and Taxes. The Borrower agrees to
pay on demand all costs and expenses of the Banks in connection with the
preparation, execution and

2
<PAGE> 67
delivery of this Amendment and the other instruments and documents to be
delivered hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel (who may be in-house counsel) for each Bank
with respect thereto and with respect to advising each Bank as to its rights
and responsibilities hereunder and thereunder. In addition, the Borrower shall
pay any and all stamp and other taxes payable or determined to be payable in
connection with the execution and delivery of this Amendment and the other
instruments and documents to be delivered hereunder, and agrees to save the
Banks harmless, from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes.

SECTION 6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts, each of which when no executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument.

SECTION 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Now York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

CAL-MAINE FOODS, INC.

By:
------------------------------------------
Title:

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank Nederland", New
York Branch

By:
------------------------------------------
Authorized Officer

BARCLAYS BANK PLC (New York)

By:
------------------------------------------
Authorized Officer

3
<PAGE> 68
EXHIBIT A

CONSENT

Dated as of December 31, 1990

Each of the undersigned, CAL-MAINE EGG PRODUCTS, a company organized
and existing under the laws of Delaware, and CAL-MAINE FARMS, INC., a company
organized and existing under the laws of Delaware, an Guarantor respectively
under the Amended and Restated Guaranty dated an of May 29, 1990 (respectively
for each Guarantor, the "Guaranty") in favor of COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "Rabobank Nederland", New York Branch and
BARCLAYS BANK PLC (New York) hereby consents to the foregoing amendment and
hereby confirms and agrees that its Guaranty is, and shall continue to be in
full force and effect and is hereby ratified and confirmed in all respects
except that, upon the effectiveness of, and on and after the date of, the said
amendment, all references in its Guaranty to the Loan Documents referred to in
the said amendment, "thereunder, "thereof" or words of like import referring to
the Loan Documents shall mean the Loan Documents an amended by the said
amendment.

CAL-MAINE EGG PRODUCTS, INC.

By:
------------------------------------------

CAL-MAINE FARMS, INC.

By:
------------------------------------------

<PAGE> 69

================================================================================

SECOND AMENDMENT
to
AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT

among

CAL-MAINE FOODS, INC.,

TRUST COMPANY BANK,

and

COOPERTIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
New York Branch

1 October 1991

================================================================================
<PAGE> 70
SECOND AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING AGREEMENT (the
"Amendment"), dated as of October 1, 1991, is among CAL-MAINE FOODS, INC., a
Delaware corporation ("Borrower"), TRUST COMPANY BANK, a Georgia state banking
corporation ("TCB"), and COOPERATIEVE CENTRAL RAIFFEISEN-BOERENLEENBANK B.A.,
"Rabobank Nederland", New York branch, as agent (in such capacity, herein
called Agent and, together with TCB, hereinafter sometimes referred to
individually as a "Bank" and collectively as the "Banks").

RECITALS:

A. Borrower, and Barclays Bank PLC (New York) ("Barclays") have
entered into that certain Amended and Restated Revolving Credit Agreement dated
as of May 29, 1990, as amended by that certain Amendment dated as of December
31, 1990 (as amended, the "Agreement").

B. Barclays has assigned all of its right, title, interest and
obligations under the Loan Documents (as defined in the Agreement) to TCB
pursuant to that certain Assignment and Assumption Agreement dated October 1,
1991 between Barclays and TCB (the "Assignment and Assumption Agreement").

C. Borrower and the Banks now desire to amend the Agreement as
herein set forth.

NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01. Definitions. Capitalized terms used in this
Amendment, to the extent not otherwise defined herein, shall have the same
meanings as in the Agreement, as amended hereby.

ARTICLE II

Amendments

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 1
<PAGE> 71
Section 2.01. Amendment to Section 1.05. Effective as of the date
hereof, subpart (b) of Section 1.05 of the Agreement is hereby amended in its
entirety to read as follows:

(b) Interest Period. The period between the date of each
Advance and the date of payment in full of such Advance shall be
divided into successive periods, each such period being an Interest
Period for such Advance. The Interest Periods in effect for the
Existing Advances under the Previous Revolving Credit Agreement shall
continue in effect hereunder until the end thereof as determined
pursuant to the Previous Revolving Credit Agreement and the subsequent
Interest Period or Periods hereunder with respect thereto shall being
on the last day of the Interest Period or Periods existing under the
Previous Revolving Credit Agreement. The Interest Periods in effect
hereunder on the effective date of the assignment by Barclays Bank PLC
(herein the "Prior Bank") to TCB of its right, title and interest
hereunder which related to Advances made by the Prior Bank shall
terminate as of such date and the payment by TCB to the Prior Bank of
the consideration for such assignment shall be deemed to be Advances
made by TCB to Borrower as of such date. The initial Interest Period
for each Advance (other than the Existing Advances) shall begin on the
day of such Advance and each subsequent Interest Period for such
Advance shall begin on the last day of the immediately preceding
Interest Period for such Advance. Each Interest Period for each
Advance shall begin on the last day of the immediately preceding
Interest Period for such Advance.. Each Interest Period for each
Advance made by Rabobank shall end on the corresponding day in the
first, second or third week thereafter or the numerically
corresponding day in the first, third, sixth, ninth or twelfth
calendar month thereafter (as Borrower may select as provided in
Section 1.02 hereof) or on such other day as Borrower may request if
Rabobank can (in its sole discretion) make such an Interest Period
available to the Borrower and each Interest Period for each Advance
made by TCB shall end on the corresponding day in the first, second or
third week thereafter or on the numerically corresponding day in the
first, third or sixth calendar month thereafter (as Borrower may
select as provided in Section 1.02 hereof) or on such other day as
Borrower may request if TCB can (in its sole discretion) make such an
Interest Period available to the Borrower, except that each Interest
Period measured in months which commences on the last Business Day of
a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall
end on the last Business Day of the appropriate subsequent calendar
month and no Interest Period for any Advance made by TCB shall extend
beyond the date one hundred and eighty (180) days from the date such
Interest Period commenced. Notwithstanding the foregoing: (i) any
Interest Period which would otherwise extend beyond the date which is
three (3) months after the

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 2
<PAGE> 72
Termination Date (the "Repayment Date") shall end on the Repayment
Date; and (ii) if the Borrower fails to select the duration of any
Interest Period, the duration of such Interest Period shall be three
(3) months.

Section 2.02. Amendment to Section 2.03. Effective as of the date
hereof, subpart (a)(ii) of Section 2.03 of the Agreement is hereby amended in
its entirety to read as follows:

"(ii) with respect to amounts payable to TCB, at the office
of TCB at 25 Park Place, Atlanta, Georgia 30303."

Section 2.03. Amendment to Section 4.01. Effective as of the date
hereof, Section 4.01 is hereby amended to add the following subpart (n) to read
in its entirety as follows:

"(n) Cal-Maine Farms, Inc. owns and will operate the
pullet growing, egg production, and processing facility located near
Edwards, Mississippi and the egg production and processing facility
located near Greensburg, Louisiana (together the "New Locations").

Section 2.04. Amendment to Section 5.01. Effective as of the date
hereof, subpart (h) is hereby added to Section 5.01 of the Agreement to read in
its entirety as follows:

(h) New Locations. In accordance with the provisions of
the Security Agreements, Borrower shall cause Cal-Maine Farms, Inc. to
comply with Sections 5 and 6 of its Security Agreement prior to moving
any of its Collateral to the New Locations.

Section 2.05. Amendment to Subpart (c) of Section 5.02. Effective
as of January 1, 1991, subpart (c) of Section 5.02 of the Agreement is hereby
amended in its entirety to read as follows:

(c) Capital Expenditures. make, or permit any Subsidiary
to make, any expenditures for fixed or capital assets excluding
rolling stock, which would cause the aggregate of all such
expenditures made by the Borrower and its Subsidiaries during any
Fiscal Year of Borrower to exceed $5,000,000.00. The Agent and the
Banks acknowledge, however, that (i) expenditures made by Borrower in
its 1990 and 1991 Fiscal Years in respect of the construction of a new
pullet growing, egg production, and processing facility to be located
near Edwards, Mississippi (the "Edwards Facility") and (ii)
expenditures made by Borrower in its 1990 and 1991 Fiscal Years, in
respect of a new egg production and processing facility located near
Greensburg, Louisiana (the "Greensburg Facility") shall not be
considered capital expenditures for the purposes of this Section
5.02(c), to the extent that expenditures made by Borrower in respect
of the Edwards Facility do not exceed $11,500,000.00, and

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 3
<PAGE> 73
to the extent that expenditures made by Borrower in respect of the
Greensburg Facility do not exceed $6,500,000.00.

Section 2.06. Amendment to Section 7.01.

(a) Effective as of the date hereof, Section 7.01 of the
Agreement is hereby amended to add the following definitions:

"Sunnyside" means Sunnyside Eggs, Inc., a North Carolina
corporation.

"Sunnyside Guaranty Agreement" means that certain guaranty
agreement dated October 1, 1991 and executed by Sunnyside for the
benefit of the Agent.

"Sunnyside Security Agreement" means that certain security
agreement dated as of October 1, 1991 and executed by Sunnyside for
the benefit of the Agent, and all amendments, supplements and other
modifications thereto.

"TCB" means Trust Company Bank, a Georgia state banking
corporation.

(b) Effective as of the date hereof, the following
definitions are amended in their entirety to read as follows:

"Amended Guaranty Agreement" means the Amended and Restated
Guaranty Agreements executed by Cal-Maine Farms, Inc. and Cal-Maine
Egg Products, Inc., in substantially the form of Exhibit B, the
Sunnyside Guaranty Agreement, and all amendments, supplements and
other modifications thereto.

"Bank" means (i) for the purposes of the recitals hereto,
Barclays Bank PLC or Rabobank, and (ii) for all other purposes herein,
TCB or Rabobank.

"Banks" means (i) for the purposes of the recitals hereto,
Barclays Bank PLC and Rabobank, and (ii) for all other purposes
herein, TCB and Rabobank.

"Barclays" means (i) for the purposes of the recitals hereto,
Barclays Bank PLC, and (ii) for all other purposes herein, TCB.

"Guarantors" means each of Cal-Maine Egg Products, Inc., a
Delaware corporation, Cal-Maine Farms, Inc., a Delaware corporation,
and Sunnyside Eggs, Inc., a North Carolina corporation and any
reference to either or both

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 4
<PAGE> 74
Guarantors in any Loan Documents shall mean a reference to any or all
of the Guarantors, as applicable.

Section 2.07. Amendment to Section 8.02. Effective as of the date
hereof, Section 8.02 of the Agreement is hereby amended in its entirety to read
as follows:

SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including
telegraphic and telecopy communications) and mailed or telegraphed or
delivered, if to the Borrower, at its address at 3320 Woodrow Wilson
Drive, Jackson, Mississippi 39209; Attention: Bobby J. Raines, Vice
President and if to Rabobank, at its address at 245 Park Avenue, New
York, New York 10167; Attention: Corporate Services, with a copy to
One Galleria Tower, 13355 Noel Road, Suite 1000, Dallas, Texas 75240,
Attention: Jess E. Jarratt; and if to TCB at its address at 25 Park
Place, Atlanta, Georgia 30303; Attention: James O. Clarke, III; or, as
to each party, at such other address as shall be designated by such
party in a written notice to the other party. All such notices and
communications shall, when mailed or telegraphed, be effective when
deposited in the mails or delivered to the telegraph company,
respectively, addressed as aforesaid, except that notices to the Banks
pursuant to the provisions of Article II shall not be effective until
received by the Banks.

Section 2.08. Amendment to Exhibit F. Effective as of the date
hereof, Exhibit F to the Agreement is hereby amended to replace the reference
to and address of Barclays with the following reference and address: "Trust
Company Bank, 25 Park Place, Atlanta, Georgia 30303, Attn: James O. Clarke,
III."

ARTICLE III

Conditions Precedent

Section 3.01. Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

(a) Agent shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment, in form
and substance satisfactory to Agent:

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 5
<PAGE> 75
(1) Resolutions. Resolutions of the Board of
Directors of Sunnyside certified by its Secretary or an
Assistant Secretary which authorize the execution, delivery,
and performance by Sunnyside of the Sunnyside Security
Agreement, Sunnyside Guaranty Agreement and the other Loan
Documents to which Sunnyside is or is to be a party hereunder;

(2) Incumbency Certificate. A certificate of
incumbency certified by the Secretary or an Assistant
Secretary of Sunnyside certifying the names of the officers of
Sunnyside authorized to sign the Sunnyside Security Agreement,
Sunnyside Guaranty Agreement and each of the other Loan
Documents to which Sunnyside is or is to be a party hereunder
(including the certificates contemplated herein) together with
specimen signatures of such officers;

(3) Articles of Incorporation. The articles of
incorporation of Sunnyside certified by the Secretary of State
for the State of North Carolina within ten (10) days prior to
the date of this Amendment;

(4) Bylaws. The bylaws of Sunnyside certified by
the Secretary or an Assistant Secretary of Sunnyside;

(5) Governmental Certificates. Certificates of
the appropriate government officials of the state of
incorporation of Borrower and each Guarantor as to the
existence and good standing of the applicable Loan Party, each
dated within ten (10) days prior to the date of this
Amendment;

(6) Promissory Note. Agent shall have received a
Note duly executed by the Borrower and payable to TCB
substantially in the form of Annex I hereto;

(7) Sunnyside Guaranty Agreement. Agent shall
have received a Guaranty Agreement substantially in the form
of Annex III attached hereto executed by Sunnyside;

(8) Sunnyside Security Agreement. Agent shall
have received the Sunnyside Security Agreement substantially
in the form of Annex II hereto, duly executed by Sunnyside;

(9) First Amendment to Term Loan Agreement.
Agent shall have received the First Amendment to Amended and
Restated Term Loan Agreement, in form and substance
satisfactory to Agent and each Bank, duly executed by
Borrower, and acknowledged by Cal-Maine Farms, Inc. and
Cal-Maine Egg Products, Inc.;

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 6
<PAGE> 76
(10) First Amendment to Intercreditor Agreement.
Agent shall have received the First Amendment to Intercreditor
Agreement, in form and substance satisfactory to Agent and
each Bank, duly executed by Agent and the Banks;

(11) Assignment and Assumption Agreement. Agent
shall have received the Assignment and Assumption Agreement,
in form and substance satisfactory to Agent and each Bank,
duly executed between TCB and Barclays;

(12) Sixth Amendment to Reimbursement and Credit
Agreement. Agent shall have received the Sixth Amendment to
Reimbursement and Credit Agreement, in form and substance
satisfactory to Agent and each Bank, duly executed by Borrower
and Rabobank Nederland;

(13) Release. Agent shall have received a
release, in form and substance acceptable to Rabobank
Nederland, duly executed by Barclays and releasing Rabobank
Nederland, in its capacities as Agent and a Bank, from claims
or causes of action arising under or in connection with the
Loan Documents;

(14) Landlord and Mortgagee Subordinations. Agent
shall have received landlord and/or mortgagee subordinations,
duly executed and in form and substance satisfactory to Agent
and each Bank, with respect to the properties identified in
subpart (a) of Schedule 1 to the Sunnyside Security Agreement;

(15) Second Amendment to Collateral Pledge
Agreement and Assignment of Interest. Agent shall have
received the Second Amendment to Collateral Pledge Agreement
and Assignment of Interest, in form and substance satisfactory
to Agent and each Bank, duly executed by Borrower, Cal-Maine
Farms, Inc., Cal-Maine Egg Products, Inc., TCB and Rabobank
Nederland, and acknowledged by Barclays;

(16) Perfection of Security Interests. Agent
shall have received:

(a) acknowledgment copies of proper
Financing Statements (Form UCC-1, UCC-1F or EFS-1)
duly filed under the Food and Security Act of 1985
and/or the Uniform Commercial Code of all
jurisdictions as may be necessary or, in the opinion
of the Banks, desirable in order to perfect the
security interests created by the Sunnyside Security
Agreement;

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 7
<PAGE> 77
(b) a certified copy of responses to or
request for information or copies (Form UCC-11), or
equivalent reports, listing all effective financing
statements which name Sunnyside as debtor and which
are filed in the jurisdictions referred to in clause
(a) above together with copies of such other
financing statements (none of which shall cover the
collateral reported to be covered by the Sunnyside
Security Agreement except for those as to which
Sunnyside shall have delivered instruments
satisfactory to the Banks which when filed by the
Banks will result in the termination of such
financing statements);

(d) evidence that all other actions, in
the opinion of the Banks, to perfect and protect the
security interest created by the Sunnyside Security
Agreement has been taken;

(17) Process Agent. A letter from CT Corporation
pursuant to which they agree to act as Sunnyside's agent for
purposes of service of process in accordance with the terms
hereof;

(18) Opinion of Counsel. Agent shall have
received an opinion of counsel rendered by Wells, Moore,
Simmons, Stubblefield & Neeld, substantially in the form of
Annex IV hereto;

(19) First Amendment to Cal-Maine Security
Agreement. Agent shall have received from Farms that certain
First Amendment to Security Agreement duly executed by an
authorized representative of Farms, substantially in the form
of Annex V attached hereto; and

(20) Additional Information. Agent shall have
received such additional documents, instruments and
information as Agent or its legal counsel may request; and

(b) The representations and warranties contained herein
and in all other Loan Documents, as amended hereby, shall be true and
correct as of the date hereof as if made on the date hereof;

(c) No Event of Default shall have occurred and be
continuing and no event or condition shall have occurred that with the
giving of notice or lapse of time or both would be an Event of
Default.

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 8
<PAGE> 78
(d) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all documents,
instruments, and other legal matters incident thereto shall be
satisfactory to the Agent and its legal counsel.

ARTICLE IV

Ratifications, Representations and Warranties

Section 4.01. Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. The Borrower, the Agent and the Banks agree that the Agreement as
amended hereby and the other Loan Documents shall continue to be legal, valid,
binding and enforceable in accordance with their respective terms. All parties
hereto also agree and acknowledge (a) that the promissory note executed by
Borrower payable to TCB pursuant to this Amendment (the "TCB Note") is a "Note"
as defined in the Agreement and utilized in the other Loan Documents, (b) that
the obligations, indebtedness and liabilities secured by the Security
Agreements, the Louisiana Collateral Documents and the Mortgages, includes
without limitation, the obligations, indebtedness and liabilities of the
Borrower arising hereunder and under the TCB Note, (c) the term "Subsidiary" as
defined in the Agreement and utilized in the Loan Documents, includes without
limitation, Sunnyside and (d) the term "Louisiana Collateral Documents" as
defined in the Agreement and utilized in the Loan Documents includes without
limitation, the Second Amendment to Collateral Pledge Agreement and Assignment
of Interest executed pursuant hereto.

Section 4.02. Representations and Warranties. Borrower hereby
represents and warrants to the Agent and the Banks that (i) the execution,
delivery and performance of this Amendment and any and all other Loan Documents
executed and/or delivered in connection herewith have been authorized by all
requisite corporate action on the part of Borrower and will not violate the
articles of incorporation or bylaws of Borrower, (ii) the representations and
warranties contained in the Agreement, as amended hereby, and any other Loan
Document are true and correct on and as of the date hereof as though made on
and as of the date hereof, (iii) no Event of Default has occurred and is
continuing and no event or condition has occurred that with the giving of
notice or lapse of time or both would be an Event of Default, (iv) Borrower is
in full compliance with all covenants and agreements contained in the Agreement
as amended hereby and the other Loan Documents, and (v) the articles of
incorporation, bylaws, certificates of secretary, and corporate resolutions
delivered by Borrower and each Guarantor in connection with execution of the
Agreement which were effective, true and correct on May 29, 1990 have not been
amended, revoked or otherwise modified in any manner and remain true and
correct and in full force and effect on and as of the date hereof as though
delivered on and as of the date hereof.

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 9
<PAGE> 79
ARTICLE V

Miscellaneous

Section 5.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Document including any Loan Document connection with this Amendment shall
survive the execution and delivery of this Amendment and the other Loan
Documents,, and no investigation by Agent or any Bank, 6r any closing shall
affect the representations and warranties or the right of the Agent or any Bank
to rely upon them.

Section 5.02. Reference to Agreement. Each of the Loan Documents,
including the Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Agreement shall
mean a reference to the Agreement as amended hereby.

Section 5.03. Expenses of Agent and the Banks. As provided in the
Agreement, Borrower agrees to pay on demand all costs and expenses incurred by
Agent and the Banks in connection with the preparation, negotiation, and
execution of this Amendment and the other Loan Documents executed pursuant
hereto and any and all amendments, modifications, and supplements thereto,
including without limitation the costs and fees of legal counsel to the Agent
and/or a Bank, and all costs and expenses incurred by Agent and the Banks in
connection with the enforcement or preservation of any rights under the
Agreement, as amended hereby, or any other Loan Document, including without
limitation the costs and fees of legal counsel to the Agent and/or a Bank.

Section 5.04. Severability. Any provision of this Amendment held
by a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.

Section 5.05. Applicable Law. This Amendment and all other Loan
Documents executed pursuant hereto shall be deemed to have been made and to be
performable in New York, New York and shall be governed by and construed in
accordance with the laws of the State of New York.

Section 5.06. Successors and Assigns. This Amendment is binding
upon and shall inure to the benefit of the Agent, the Banks, and Borrower and
their respective successors and assigns, except Borrower may not assign or
transfer any of its rights or obligations hereunder without the prior written
consent of the Agent.

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 10
<PAGE> 80
Section 5.07. Counterparts. This Amendment may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same agreement.

Section 5.08. Effect of Waiver. No consent or waiver, express or
implied, by Agent or any Bank to or for any breach of or deviation from any
covenant, condition or duty by Borrower or any Guarantor shall be deemed a
consent or waiver to or of any other breach of the same or any other covenant,
condition or duty.

Section 5.09. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 5.10. Entire Agreement. This Amendment and all other
instruments, documents and agreements executed and delivered in connection with
this Amendment embody the final, entire agreement among the parties hereto and
supersede any and all prior commitments, agreements, representations and
understandings, whether written or oral, relating to this Amendment, and may
not be contradicted or varied by evidence of prior, contemporaneous or
subsequent oral agreements or discussions of the parties hereto.

Executed as of the date first written above.

CAL-MAINE FOODS, INC.

By:
-------------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

OOPERATIEVE CENTRALE RAIFFEISEN-
OERENLEENBANK B.A., "Rabobank
ederland", New York branch

By:
-------------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 11
<PAGE> 81
TRUST COMPANY BANK

By:
-------------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

Guarantor Acknowledgment

Cal-Maine, Farms, Inc. ("Farms") and Cal-Maine Egg Products, Inc.
("Egg Products") hereby consent and agree to this Amendment and agree that
their respective Amended Guaranty Agreements, their respective Security
Agreements (in the case of Farms, as amended by that certain First Amendment to
Security Agreement dated as of the date hereof), and all other Loan Documents
executed by each of them shall remain in full force and effect and shall
continue to be the legal, valid and binding obligations of each, enforceable
against each in accordance with their respective terms. Farms and Egg Products
acknowledge and agree that obligations, indebtedness and liabilities guaranteed
by their respective Amended Guaranty Agreements and secured by their respective
Security Agreements and the mortgages, include without limitation, the
obligation, indebtedness and liabilities evidenced by this Amendment and the
TCB Note.

CAL-MAINE FARMS, INC.

By:
-------------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

CAL-MAINE EGG PRODUCTS, INC.

By:
-------------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 12
<PAGE> 82

================================================================================

FIRST AMENDMENT
to
AMENDED AND RESTATED TERM
LOAN AGREEMENT

between

CAL-MAINE FOODS, INC.

and

COOPERTIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
New York Branch

1 October 1991

================================================================================

<PAGE> 83
FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (the
"Amendment"), dated as of October 1, 1991, is between CAL-MAINE FOODS, INC., a
Delaware corporation ("Borrower"), and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "Rabobank Nederland", New York Branch (the
"Bank").

RECITALS:

A. Borrower and Bank have entered into that certain Amended and
Restated Term Loan Agreement (the "Agreement") dated as of May 29, 1990.

B. Borrower and Bank now desire to amend the Agreement as herein
set forth.

ARTICLE I

Definitions

Section 1.01. Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.

ARTICLE II

Amendments

Section 2.01. Amendment to Subpart (a) of Section 2.02. Effective as
of the date hereof, subpart (a) of Section 2.02 of the Agreement is hereby
amended to add the following sentence to the end thereof:

"The principal amount of each prepayment made under this Section
2.01(a) shall be applied to the principal installments due under the
Note in the inverse order of maturity."

Section 2.02. Amendment to Subpart (b) of Section 2.02. Effective as
of June 30, 1991, subpart (b) of Section 2.02 of the Agreement is hereby
amended in its entirety to read as follows:

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 1

<PAGE> 84
"(b) Optional. The Borrower may, upon at least five
Business Days notice to the Bank, prepay the outstanding amount of the
Advance in whole at any time or from time to time in part with (i)
accrued interest to the date of such prepayment on the amount so
prepaid and (ii) all amounts due pursuant to Section 8.04(b) as a
result of such prepayment, provided, that each such partial prepayment
shall be in a principal amount not less than $500,000.00 or an
integral multiple thereof. The principal amount of each such
prepayment made under this Section 2.01(b) shall be applied to the
principal installments due under the Note in the inverse order of
maturity; provided, however, the principal amount of any prepayment
made under this Section 2.01(b) may be applied to the installments due
under the Note in the order of maturity if (i) Borrower shall have
notified Bank of its desire to prepay the installments due under the
Note in the order of maturity and shall have identified the
installments to be prepaid within ten days prior to the date of
prepayment, (ii) Borrower shall make the prepayment on a regularly
scheduled date for payment of installments of principal under the Note
and (iii) the principal amount prepaid shall not exceed an amount
equal to the sum of all principal installments due under the terms of
the Note during the twelve month period following the date of such
prepayment and if the principal amount to be prepaid is in excess of
such amount, any excess shall be applied to the installments due under
the Note in the inverse order of maturity.

Section 2.03. Amendment to Subpart (i) of Section 5.01. Effective as
of May 29, 1990, subpart (i) of Section 5.01 of the Agreement is hereby amended
in its entirety to read as follows:

(a) from the date hereof through June 2, 1990,
Twenty-Five Million Dollars ($25,000,000.00); and

(b) from June 3, 1990 and at all times
thereafter, the sum of (i) Twenty-Five Million Dollars
($25,000,000.00), plus (ii) fifty percent (50%) of the net
income of Borrower and its Subsidiaries for the period from
the beginning of the Fiscal Year existing as of the date of
determination to the date of determination, plus (iii) fifty
percent (50%) of the net income of Borrower and its
Subsidiaries for each Fiscal Year ending after June 3, 1990
but only if the Fiscal Year has completely elapsed.

If net income for a period is negative, no adjustment to the requisite
level of net-worth shall be made.

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 2

<PAGE> 85
Section 2.04. Amendment to Subpart (c) of Section 5.02. Effective as
of January 1, 1991, subpart (c) of Section 5.02 of the Agreement is hereby
amended in its entirety to read as follows:

(c) Capital Expenditures. Make, or permit any
Subsidiary to make, any expenditures for fixed or capital assets
excluding rolling stock, which would cause the aggregate of all such
expenditures made by the Borrower and its Subsidiaries during any
Fiscal Year of Borrower to exceed $5,000,000.00. The Bank
acknowledges, however, that (i) expenditures made by Borrower in its
1990 and 1991 Fiscal Years in respect of the construction of a new
pullet growing, egg production, and processing facility to be located
near Edwards, Mississippi (the "Edwards Facility") and (ii)
expenditures made by Borrower in its 1990 and 1991 Fiscal Years, in
respect of a new egg production and processing facility located near
Greensburg, Louisiana (the "Greensburg Facility") shall not be
considered capital expenditures for the purposes of this Section
5.02(c), to the extent that expenditures made by Borrower in respect
of the Edwards Facility do not exceed $11,500,000.00, and to the
extent that expenditures made by Borrower in respect of the Greensburg
Facility do not exceed $6,500,000.00.

Section 2.05. Amendment to Section 7.01. Effective as of the date
hereof, the following definitions are amended in their entirety to read as
follows:

"Barclays" means (i) for the purposes of the recitals hereto,
Barclays Bank PLC, and (ii) for all other purposes hereof, Trust
Company Bank, a Georgia state banking corporation.

"Guarantors" means any of Cal-Maine Egg Products, Inc., a
Delaware corporation, Cal-Maine Farms, Inc., a Delaware corporation,
and Sunnyside Eggs, Inc., a North Carolina corporation and any
reference herein to either or both Guarantors shall mean a reference
to any or all Guarantors, as applicable.

"Security Agreements" means the Amended Borrower Security
Agreement, the Amended Cal-Maine Security Agreement, the Louisiana
Collateral Documents, the Amended Egg Products Security Agreement, and
that certain security agreement executed by Sunnyside Eggs, Inc. for
the benefit of the Agent, as agent for the Banks (as therein defined)
and dated as of October 1, 1991.

ARTICLE III

Conditions Precedent

Section 3.01. Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 3

<PAGE> 86
(a) The Bank shall have received all of the documents
required under the terms of that certain Second Amendment to Amended
and Restated Revolving Credit Agreement dated as of the date hereof
executed among the Borrower, the Bank, and Trust Company Bank, a
Georgia state banking corporation, in form and substance satisfactory
to the Bank;

(b) The Bank shall have received such additional
documents, instruments and information as Bank or its legal counsel
may request;

(c) The representations and warranties contained herein
and in all other Loan Documents, as amended hereby, shall be true and
correct as of the date hereof as if made on the date hereof;

(d) No Event of Default shall have occurred and be
continuing and no event or condition shall have occurred that with the
giving of notice or lapse of time or both would be an Event of
Default; and

(e) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all documents,
instruments, and other legal matters incident thereto shall be
satisfactory to the Bank and its legal counsel.

ARTICLE IV

Ratifications, Representations, Warranties, Waivers

Section 4.01. Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. Borrower and the Bank agree that the Agreement as amended hereby and
the other Loan Documents shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms. Borrower acknowledges
and agrees that (a) the term "Subsidiary" as defined in the Agreement and
utilized in the Loan Documents, includes without limitation, Sunnyside Eggs,
Inc. and (b) the term "Louisiana Collateral Documents" as defined in the
Agreement and utilized in the Loan Documents, includes without limitation, the
Pledge Agreement as amended by that certain Second Amendment to Collateral
Pledge Agreement and Assignment of Interest dated the date hereof among
Borrower, CalMaine Farms, Inc., Cal-Maine Egg Products, Inc., Bank and Trust
Company Bank.

Section 4.02. Representations and Warranties. Borrower hereby
represents and warrants to the Bank that (i) the execution, delivery and
performance of this Amendment and any and all other Loan Documents executed
and/or delivered in connection herewith have been authorized by all requisite
corporate action on the part of Borrower and will not violate the articles of

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 4

<PAGE> 87
incorporation or bylaws of Borrower, (ii) the representations and warranties
contained in the Agreement, as amended hereby, and any other Loan Document are
true and correct on and as of the date hereof as though made on and as of the
date hereof, (iii) no Event of Default has occurred and is continuing and no
event or condition has occurred that with the giving of notice or lapse of time
or both would be an Event of Default, (iv) Borrower is in full compliance with
all covenants and agreements contained in the Agreement as amended hereby, and
(v) the articles of incorporation, by-laws, certificates' of secretary and
corporate resolutions delivered by each Loan Party in connection with execution
of the Agreement which were effective, true and correct on May 29, 1990 have
not been amended, revoked or otherwise modified in any manner and remain true
and correct and in full force and effect on and as of the date hereof as though
delivered on and as of the date hereof.

ARTICLE V

Miscellaneous

Section 5.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Document including any Loan Document furnished in connection with this
Amendment shall survive the execution and delivery of this Amendment and the
other Loan Documents, and no investigation by Bank or any closing shall affect
the representations and warranties or the right of Bank to rely upon them.

Section 5.03. Expenses of Bank. As provided in the Agreement,
Borrower agrees to pay on demand all costs and expenses incurred by Bank in
connection with the preparation, negotiation, and execution of this Amendment
and the other Loan Documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including without
limitation the costs and fees of Bank's legal counsel, and all costs and
expenses incurred by Bank in connection with the enforcement or preservation of
any rights under the Agreement, as amended hereby, or any other Loan Document,
including without limitation the costs and fees of Bank's legal counsel.

Section 5.04. Severability. Any provision of this Amendment held by
a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 5

<PAGE> 88
Section 5.05. Applicable Law. This Amendment and all other Loan
Documents executed pursuant hereto shall be deemed to have been made and to be
performable in New York, New York and shall be governed by and construed in
accordance with the laws of the State of New York.

Section 5.06. Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of Bank and Borrower and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of Bank.

Section 5.07. Counterparts. This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same agreement.

Section 5.08. Effect of Waiver. No consent or waiver, express or
implied, by Bank to or for any breach of or deviation from any covenant,
condition or duty by Borrower or any Guarantor shall be deemed a consent or
waiver to or of any other breach of the same or any other covenant, condition
or duty.

Section 5.09. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 6

<PAGE> 89
Executed as of the date first written above.

Borrower:

CAL-MAINE FOODS, INC.

By:
---------------------------------
Name:
--------------------------
Title:
-------------------------

Bank:

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, "Rabobank Nederland",
New York Branch

By:
---------------------------------
Name:
--------------------------
Title:
-------------------------

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 7

<PAGE> 90
Guarantor Acknowledgment

Cal-Maine Farms, Inc. ("Farms") and Cal-Maine Egg Products, Inc. ("Egg
Products") hereby consent and agree to this Amendment and agree that the Loan
Documents executed by either of them shall remain in full force and effect and
shall continue to be the legal, valid and binding obligations of Farms and Egg
Products enforceable against Farms and Egg Products in accordance with their
respective terms.

CAL-MAINE FARMS, INC.

By:
-----------------------------
Name:
----------------------
Title:
---------------------

CAL-MAINE EGG PRODUCTS, INC.

By:
-----------------------------
Name:
----------------------
Title:
---------------------

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 8

<PAGE> 91

- --------------------------------------------------------------------------------

THIRD AMENDMENT
to
AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT

among

CAL-MAINE FOODS, INC.,

TRUST COMPANY BANK,

and

COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
New York Branch

31 December 1991

- --------------------------------------------------------------------------------
<PAGE> 92
THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (the "Amendment") , dated as of December 31, 1991, is among CAL-MAINE
FOODS, INC., a Delaware corporation ("Borrower"), TRUST COMPANY BANK, a
Georgia state banking corporation ("TCB"), and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "Rabobank Nederland", New York branch
("Rabobank", and together with TCB, hereinafter sometimes referred to
individually as a "Bank" and collectively as the "Banks").

RECITALS:

B. Barclays has assigned all of its right, title, interest and
obligations under the Loan Documents (as defined in the Agreement) to TCB
pursuant to that certain Assignment Agreement dated as of October 1, 1991 among
Barclays, TCB and Rabobank.

C. Borrower and the Banks now desire to amend the Agreement as
herein set forth.

ARTICLE I

Definitions

Section 1.01. Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.
<PAGE> 93
ARTICLE II

Amendments

Section 2.01. Amendment to Section 1.01. Effective as o the date
hereof, Section 1.01 of the Agreement is hereby amended in its entirety to read
as follows:

SECTION 1.01. The Advances. Each Bank severally agrees, on
the terms and conditions hereinafter set forth, to make advances (such
advances, collectively with the Existing Advances herein the
"Advances") to the Borrower from time to time during the period from
the date hereof to and including the Termination Date (this and
certain other capitalized terms are defined in Section 7.01), provided
that (a) at any time the aggregate outstanding amount of the Advances
and Credit Liabilities shall not exceed the lesser of (i) the
Revolving Credit Commitments, as such amount may be reduced pursuant
to Section 1.04, or (ii) the Borrowing Base, (b) at any time the
aggregate outstanding amount of a Bank's Advances and its Pro Rata
Part (determined based on the Revolving Credit Commitments) of the
Credit Liabilities shall not exceed its Revolving Credit Commitment
and (c) at all times the aggregate outstanding amount of the Advances
made by a Bank shall never be less than an amount equal to the sum of
its Pro Rata Part (determined based on the Revolving Credit
commitments) of the then aggregate outstanding amount of all Advances
minus up to $500,000.00. Each Advance shall be in an amount not less
than $250,000.00. Each Bank, subject to the other terms hereof, shall
have an obligation to make only the Advances requested from such Bank
by Borrower, whether or not the other Bank makes its Advances to
Borrower. Within the limits of the Revolving Credit Commitments, the
Borrower may borrow, prepay pursuant to Section 2.02 and reborrow
under this Section 1.01.

Section 2.02. Amendment to Section 1.04. Effective as of the date
hereof, Section 1.04 of the Agreement is hereby amended by adding the following
to the end thereof:

Borrower may not terminate a Bank's Revolving Credit Commitment while
Letters of Credit are outstanding and Borrower may not reduce a Bank's
Revolving Credit Commitment below an amount equal to the aggregate
unused portion of the stated amount of the Letters of Credit then
outstanding.

Section 2.03. Amendment to Section 1.08. Effective as of the date
hereof, Section 1.08 of the Agreement is hereby amended in its entirety to read
as follows:

SECTION 1.08. Use of Proceeds. The proceeds of the Advances
made by either Bank will be used solely for the purposes of (a)
financing the normal

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 2
<PAGE> 94
operations of the Borrower and its Subsidiaries as such operations
exist as of the date hereof and (b) reimbursing the Banks for drawings
under Letters of Credit. Any Advances received by the Borrower when
the aggregate amount of the then outstanding Advances and Credit
Liabilities exceeds the Parent Borrowing Base shall be utilized so
that each Guarantor shall directly benefit from the amount of such
excess Advances by an amount reasonably equivalent to the Borrowing
Base valuation of such Guarantor's Collateral.

Section 2.04. Addition to Article I. Effective as of the date
hereof, Sections 1.09, 1.10, 1.11 and 1.12 are hereby added to Article I of the
Agreement to read in their entirety as follows:

SECTION 1.09. Letters of Credit. Subject to the terms and
conditions of this Agreement, Rabobank agrees to consider upon
Borrower's request issuing one or more Letters of Credit for the
account of Borrower from time to time from December 31, 1991 to but
excluding the Termination Date; provided, however, that the aggregate
amount of all Advances and Credit Liabilities outstanding hereunder
shall never exceed the lesser of the Borrowing Base or the Revolving
Credit Commitments. Upon Rabobank's receipt of a request for issuing
a Letter of Credit, Rabobank shall determine, in its sole discretion
after consultations with TCB, whether to issue the Letter of Credit
requested. Each Letter of Credit shall have an expiration date on or
prior to the Termination Date, shall be payable in United States
dollars, must support a transaction that is entered into in the
ordinary course of Borrower's business, must be satisfactory in form
and substance to Rabobank and shall be issued pursuant to an
Application for Letter of Credit and such other documentation and
agreements as Rabobank may require. Notwithstanding anything in any
Application for Letter of Credit or in any such other documentation
and agreements to the contrary, each Letter of Credit and all' such
documentation and agreements shall be subject to the Uniform Customs
and Practice for Documentary Credits (1983 Revision) of the
International Chamber of Commerce Publication No. 400 and to the
extent not inconsistent therewith the laws of the State of New York.
In the event that there is any conflict between the provisions of the
other Loan Documents and the provisions of any Application for Letter
of Credit or any other documentation or agreements executed in
connection with the issuance of any Letter of Credit, whether now or
hereafter executed, the provision of the other Loan Documents shall
govern and control.

SECTION 1.10. Procedure for Issuing Letters of Credit. For
Rabobank to consider issuing a Letter of Credit, Borrower must deliver
to Rabobank a written request in accordance with this Section 1.10
requesting the issuance of a Letter of Credit by not later than 12:00
noon (New York, New York time) on a Business Day, and if such written
request is not received by such time, it shall be deemed

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 3
<PAGE> 95
to be received on the next succeeding Business Day. Each notice
requesting the issuance of a Letter of Credit shall describe the
proposed terms of such Letter of Credit and the transactions proposed
to be supported thereby and shall certify to the Banks that the
representations and warranties contained in Article IV shall be true
and correct and that no Event of Default nor any event that with the
giving of notice or passage of time, or both, would be an Event of
Default shall have occurred and shall be continuing. Rabobank at its
option may accept telephonic requests for a Letter of Credit, provided
that such acceptance shall not constitute a waiver of Rabobank's right
to require delivery of written notice in connection with subsequent
Letters of Credit. if, after delivery of a written request under this
Section 1.10, Rabobank determines in its sole discretion (after
consultation with TCB) to issue a Letter of Credit as requested by
Borrower, then Rabobank shall issue such Letter of Credit no sooner
than five (5) Business Days after receipt of (a) the applicable
written request for the issuance of the Letter of Credit and (b) such
other information and documentation as Rabobank may request. At the
time of issuance of each Letter of Credit, Rabobank shall be deemed,
without further action by any party hereto, to have sold to TCB, and
TCB shall be deemed, without further action by any party hereto, to
have purchased from Rabobank, a participation in such Letter of Credit
to the extent of TCB's Pro Rata Part (determined based on the
Revolving Credit Commitments) of such Letter of Credit and the related
Credit Liabilities. If Rabobank determines not to issue a Letter of
Credit as requested by Borrower, Rabobank shall advise the Borrower in
writing of its decision not to issue the Letter of Credit within four
(4) Business Days after receipt of the applicable written request.

SECTION 1.11. Reimbursement. Upon receipt by Rabobank of any
drawing under a Letter of Credit, Rabobank shall promptly notify TCB
and the Borrower as to the payment date for such drawing and the
amount to be paid as a result of the drawing. Notwithstanding
anything contained in any Application for Letter of Credit to the
contrary, the Borrower agrees to do one of the following not later
than 11:00 A.M. (New York, New York time) on the payment date:

(a) make available to Rabobank the amount to be paid as
a result of the drawing on the Letter of Credit at
Rabobank's office for payments specified herein, in
immediately available funds, or

(b) request an Advance pursuant to Section 1.02 hereof
to make the payment required by Section 1.11(a)
hereof.

If the Borrower has not provided Rabobank as of the date and time
specified above with immediately available funds in the amount to be
paid as a result of the

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 4
<PAGE> 96
drawing on a Letter of Credit, or has not requested an Advance as
provided above, each Bank shall make and the Borrower shall accept an
Advance on the date of such drawing in the amount equal to such Bank's
Pro Rata Part (determined based on the Revolving Credit Commitments)
of the amount to be paid as a result of the drawing -under the Letter
of Credit notwithstanding the fact that either or both Advances may
cause the credit limits set forth herein to be exceeded, or that the
conditions set forth in Section 3.02 have not been satisfied, but
without impairing the obligations of the Borrower under Subsection
2.02(a); provided, however, that such Advances may be applied by the
Banks directly to the amount to be paid as a result of the drawing
under the Letter of Credit.

SECTION 1.12. Letter of Credit Fees. Borrower agrees to pay
Rabobank (for the account of Rabobank and TCB) in immediately
available funds a fee for the issuance and maintenance of a Letter of
Credit (each Bank to be entitled to its Pro Rata Part thereof) which
shall be computed at an annual rate to be agreed upon by Rabobank, TCB
and Borrower before the issuance of such Letter of Credit, such annual
rate to be applied to the average amount of the Credit Liabilities
outstanding for the applicable Payment Period (hereinafter defined),
based on a 360 day year and the actual number of days to elapse and
shall be payable on the last day of each calendar quarter and on the
Termination Date, commencing on the first such date after the issuance
of the initial Letter of Credit. The term "Payment Period" as used in
this Section 1.12 means initially the period from and including the
date that the initial Letter of Credit is issued to but excluding the
date on which such initial quarterly fee is to be paid hereunder and
thereafter means each period of time from and including the last day
of the preceding calendar quarter to but excluding the date on which
the quarterly fee in question is to be paid.

Section 2.05. Amendment to Subsection 2.02(a). Effective as of the
date hereof, Subsection 2.02(a) of the Agreement is hereby amended in its
entirety to read as follows:

(a) Mandatory. If at any time the aggregate principal
amount of Advances and Credit Liabilities at such time outstanding
shall exceed the Borrowing Base at such time, the Borrower shall
immediately prepay the Advances in an aggregate amount equal to the
difference between such outstanding amount and the Borrowing Base at
such time as follows: (i) to Rabobank an amount equal to Rabobank's
Pro Rata Part (determined based on the outstanding obligations owed by
Borrower hereunder) of the amount by which the outstanding principal
amount of the Advances and Credit Liabilities exceeds the

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 5
<PAGE> 97
Borrowing Base, and (ii) to TCB an amount equal to TCB's Pro Rata Part
(determined based on the outstanding obligations owed by Borrower
hereunder) of the amount by which the outstanding principal amount of
the Advances and Credit Liabilities exceeds the Borrowing Base and
after all amounts outstanding under the Notes have been paid, or if no
such amounts are outstanding, such prepayment shall be paid to
Rabobank to be held by Rabobank for the benefit of itself and TCB as
additional collateral, pursuant to such documentation and agreements
as the Banks may request, to secure or pay the Credit Liabilities
outstanding, if any. If at any time the aggregate principal amount of
Advances made by a Bank shall be less than an amount equal to the sum
of its Pro Rata Part (determined based on the Revolving Credit
Commitments) of the then aggregate outstanding amount of all Advances
minus up to $500,000.00, the Borrower shall immediately request an
Advance from such Bank or prepay to the other Bank Advances made by
such Bank, in an aggregate amount such that after the Advance or
prepayment, as applicable, the aggregate principal amount of Advances
made by the Bank in question shall be an amount equal to an amount
that is not less than the sum of its Pro Rata Part (determined based
on the Revolving Credit Commitments) of the then aggregate outstanding
amount of all Advances minus $500,000.00. The prepayments required
under this Section 2.02(a) shall be made without duplication. Upon
any prepayment under this Section 2.02(a), the Borrower shall pay to
each Bank all amounts due pursuant to Section 8.04(b) as a result of
such prepayment.

Section 2.06. Amendment to Subsections 3.02(a)(iii) and (iv).
Effective as of the date hereof, Subsections 3.02(a)(iii) and (iv) are hereby
amended in their entirety to read as follows:

(iii) The aggregate principal amount of Advances and
Credit Liabilities outstanding, after giving effect to such Advance,
does not exceed the Borrowing Base,

(iv) The aggregate principal amount of Advances
outstanding from the Bank requested to make such Advance, together
with such Bank's Pro Rata Part of the Credit Liabilities, after giving
effect to such Advance, does not exceed such Bank's Revolving Credit
commitment or such Bank's Pro Rata Part of the Borrowing Base, and

Section 2.07. Amendment to Section 6.01. Effective as of the date
hereof, Section 6.01 of the Agreement is hereby amended by adding Subsection
6.01(j) thereto to read in its entirety as follows:

(j) Notwithstanding the effects of any financial losses
on the other covenants and provisions contained herein, the Borrower
shall incur material financial losses in any of its operations other
than its normal egg and egg processing operations.

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 6
<PAGE> 98
Section 2.08. Amendments to Section 7.01.

(a) Effective as of the date hereof, Section 7.01 of the
Agreement is hereby amended to add the following definitions thereto:

"Application for Letter of Credit" means any
application for letter of credit or commercial credit pursuant
to which Borrower requests Rabobank to issue a Letter of
Credit.

"Credit Liabilities" means, at any time, all fixed
and contingent liabilities of the Banks under Letters of
Credit.

"Letter of Credit" means a letter of credit issued
by Rabobank for the account of Borrower pursuant to Article I
hereof. The term "Letter of Credit" shall not include and
this Agreement shall not govern any letter of credit issued by
Rabobank for the account of Borrower in connection with any
industrial revenue or industrial development bond financings
and specifically such term shall not include the letter of
credit issued pursuant to the Reimbursement Agreement or to be
issued in connection with the industrial revenue bond
financing to be utilized to finance the construction of
Borrower's new 1400 head dairy milking facility in Hinds
County, Mississippi.

(b) Effective as of the date hereof, the following
definitions contained in Section 7.01 are hereby amended in their
entirety to read as follows:

"Pro Rata Part" means, unless otherwise indicated by
the terms hereof, (a) with respect to (i) the Banks'
Commitment to make Advances to Borrower hereunder, (ii) the
Borrowing Base and (iii) a Bank's interest in a Letter of
Credit, related Credit Liabilities and related letter of
credit fees paid pursuant to Section 1.12, the proportion to
which each Bank's Revolving Credit Commitment bears to the sum
of the Revolving Credit Commitments, (b) with respect to
payments and repayments made by Borrower hereunder as well as
with respect to proceeds of Collateral, the proportion which
the obligations, indebtedness and liabilities then owed to
each Bank under this Agreement bear to the total of all
obligations, indebtedness and liabilities then owed by
Borrower under this Agreement (in making the calculations
under this clause (b), all Credit Liabilities shall be
included as obligations then owed by Borrower under this
Agreement), and (c) with respect to the commitment fee
described in Section 1.03, the proportion to which the unused
portion of each Bank's Revolving Credit

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 7
<PAGE> 99
Commitment bears to the total unused portion of the Revolving
Credit Commitments.

"Termination Date" means December 31, 1993, or the
earlier date of termination in whole of the Commitment
pursuant to Sections 1.04 or 6.02.

Section 2.09. Amendment to Exhibit "F". Effective as of the date
hereof, Exhibit "F" to the Agreement is hereby amended in its entirety to read
as set forth in Annex I hereto.

ARTICLE III

Conditions Precedent

Section 3.01. Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

(a) The Banks shall have received all of the following,
each dated (unless otherwise indicated) the date of this Amendment, in
form and substance satisfactory to the Banks:

(1) Resolutions. Resolutions of the Board of
Directors of Borrower certified by its Secretary or an
Assistant Secretary which authorize the execution, delivery,
and performance by Borrower of this Amendment and the other
Loan Documents to which it is or is to be a party hereunder;

(2) Incumbency Certificate. A certificate of
incumbency certified by the Secretary or an Assistant
Secretary of Borrower certifying the names of the officers of
Borrower authorized to sign this Amendment and each of the
other Loan Documents to which Borrower is or is to be a party
hereunder (including the certificates contemplated herein)
together with specimen signatures of such officers;

(3) Articles of Incorporation. The articles of
incorporation of Borrower certified by the Secretary of State
for the State of Delaware within ten (10) days prior to the
date of this Amendment;

(4) Bylaws. The bylaws of Borrower certified by
the Secretary or an Assistant Secretary of Borrower;

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 8
<PAGE> 100
(5) Governmental Certificates. Certificates of
the appropriate government officials of the state of
incorporation of Borrower and each Guarantor as to the
existence and good standing of the applicable Loan Party, each
dated within ten (10) days prior to the date of this
Amendment;

(6) Intercreditor Agreement. A Second Amendment
to the Intercreditor Agreement in form and substance
acceptable to the Banks, duly executed by the parties to the
Intercreditor Agreement; and

(7) Additional Information. The Banks shall have
received such additional documentation, instruments and
information as either Bank or its legal counsel may request.

(b) The representations and warranties contained herein and in all
other Loan Documents, as amended hereby, shall be true and correct as of the
date hereof as if made on the date hereof.

(c) No Event of Default shall have occurred and be continuing and
no event or condition shall have occurred that with the giving of notice or
lapse of time or both would be an Event of Default.

(d) All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all documentation, instruments,
and other legal matters incident thereto shall be satisfactory to the Banks and
their legal counsel.

ARTICLE IV

Ratifications, Representations and Warranties

Section 4.01. Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. The Borrower and the Banks agree that the Agreement as amended hereby
and the other Loan Documents shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms. Without limiting the
generality of the foregoing, the parties hereto also agree and acknowledge that
(a) the term "Loan Documents" as defined in the Agreement and as used in the
Loan Documents includes, without limitation, the Letters of Credit and the
Applications for Letter of Credit, (b) the obligations, indebtedness and
liabilities secured by the Security Agreements, the Louisiana Collateral
Documents and the Mortgages include, without limitation, the obligations,
indebtedness and liabilities of the Borrower arising hereunder and

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 9
<PAGE> 101
under the Letters of Credit and Applications for Letter of Credit, (c) the term
"Revolving Obligations" as defined in the Intercreditor Agreement includes,
without limitation, the obligations, indebtedness and liabilities of Borrower
arising hereunder and under the Letters of Credit and the Applications for
Letter of Credit and (d) any reference in the Loan Documents to the Assignment
and Assumption Agreement dated October 1, 1991 between Barclays and TCB shall
be deemed to be a reference to that certain Assignment Agreement dated as of
October 1, 1991 among Barclays, TCB and Rabobank.

Section 4.02. Representations and Warranties. Borrower hereby
represents and warrants to the Banks that (a) the execution, delivery and
performance of this Amendment and any and all other Loan Documents executed
and/or delivered in connection herewith have been authorized by all requisite
corporate action on the part of Borrower and will not violate the articles of
incorporation or bylaws of Borrower, (b) the representations and warranties
contained in the Agreement, as amended hereby, and any other Loan Document are
true and correct on and as of the date hereof as though made on and as of the
date hereof, (c) no Event of Default has occurred and is continuing and no
event or condition has occurred that with the giving of notice or lapse of time
or both would be an Event of Default, (d) Borrower is in full compliance with
all covenants and agreements contained in the Agreement as amended hereby and
the other Loan Documents, and (e) the articles of incorporation, by-laws,
certificates of secretary, and corporate resolutions delivered by Borrower and
each Guarantor in connection with execution of the Agreement which were
effective, true and correct on May 29, 1990 have not been amended, revoked or
otherwise modified in any manner and remain true and correct and in full force
and effect on and as of the date hereof as though delivered on and as of the
date hereof.

ARTICLE V

Miscellaneous

Section 5.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Document, including any Loan Document furnished in connection with this
Amendment, shall survive the execution and delivery of this Amendment and the
other Loan Documents, and no investigation by a Bank or any closing shall
affect the representations and warranties or the right of a Bank to rely upon
them.

Section 5.02. Reference to Agreement. Each of the Loan Documents,
including the Agreement and any and all other agreements, instruments or
documentation now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Agreement shall
mean a reference to the Agreement as amended hereby.

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 10
<PAGE> 102
Section 5.03. Expenses of the Banks. As provided in the Agreement,
Borrower agrees to pay on demand all costs and expenses incurred by the Banks
in connection with the preparation, negotiation, and execution of this
Amendment and the other Loan Documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including without
limitation the fees and expenses of legal counsel to the Banks, and all costs
and expenses incurred by the Banks in connection with the enforcement or
preservation of any rights under the Agreement, as amended hereby, or any other
Loan Document, including without limitation the fees and expenses of legal
counsel to the Banks.

Section 5.04. Severability. Any provision of this Amendment held by
a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.

Section 5.06. Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of the Banks and Borrower and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the Banks.

Section 5.08. Effect of Waiver. No consent or waiver, express or
implied, by a Bank to or for any breach of or deviation from any covenant,
condition or duty by Borrower or any Guarantor shall be deemed a consent or
waiver to or of any other breach of the same or any other covenant, condition
or duty.

Section 5.09. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 5.10. Entire Agreement. This Amendment and all other
instruments, agreements and documentation executed and delivered in connection
with this Amendment embody the final, entire agreement among the parties hereto
and supersede any and all prior commitments, agreements,, representations and
understandings, whether written or oral, relating to this

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 11
<PAGE> 103
Amendment, and may not be contradicted or varied by evidence of prior,
contemporaneous or subsequent oral agreements or discussions of the parties
hereto.

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 12
<PAGE> 104
Executed as of the date first written above.

CAL-MAINE FOODS, INC.

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank
Nederland", New York branch

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

TRUST COMPANY BANK

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 13
<PAGE> 105
GUARANTOR ACKNOWLEDGMENT

Cal-Maine Farms, Inc. ("Farms"), Cal-Maine Egg Products, Inc. ("Egg
Products") and Sunnyside Eggs, Inc. ("Sunnyside") hereby consent and agree to
this Amendment and agree that their respective Amended Guaranty Agreements,
their respective Security Agreements (in the case of Farms, as amended by that
certain First Amendment to Security Agreement dated as of October 1, 1991), and
all other Loan Documents executed by each of them shall remain in full force
and effect and shall continue to be the legal, valid and binding obligations of
each, enforceable against each in accordance with their respective terms.
Without limiting the generality of the foregoing, Farms, Egg Products and
Sunnyside acknowledge and agree that (a) the obligations, indebtedness and
liabilities guaranteed by their respective Amended Guaranty Agreements and
secured by their respective Security Agreements and the Mortgages include,
without limitation, the obligations, indebtedness and liabilities arising under
this Amendment and under the Letters of Credit and the Applications for Letter
of Credit, (b) the term 'Revolving Obligations" as defined in the Intercreditor
Agreement includes, without limitation, the obligations, indebtedness and
liabilities of Borrower arising under this Amendment and under the Letters of
Credit and the Applications for Letter of Credit and (c) any reference in the
Loan Documents to the Assignment and Assumption Agreement dated October 1, 1991
between Barclays and TCB shall be deemed to be a reference to that certain
Assignment Agreement dated as of October 1, 1991 among Barclays, TCB and
Rabobank.

CAL-MAINE FARMS, INC.

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

CAL-MAINE EGG PRODUCTS, INC.

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

SUNNYSIDE EGGS, INC.

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 14
<PAGE> 106

January 13, 1992

Cal-Maine Foods, Inc.
P. O. Box 2960
Jackson, MI 39207

Attention: B. J. Raines
Chief

Dear Sirs:

Reference is made to the Revolving Credit Agreement dated as of
December 31, 1990, as amended (as so amended, the "Credit Agreement") among
you, Rabobank Nederland and Trust Company Bank (as assignee of Barclays Bank
PLC).

You have asked us to waive the requirement of Section 5.02(b) of the
Credit Agreement for your fiscal year ending May 1992. The undersigned hereby
waive your compliance with said Section 5.02(b) but only to the extent
necessary to allow you to repurchase in the 1992 fiscal year up to $900,000 of
your stock.

Except as expressly set forth herein, this letter does not constitute
a waiver of any of our rights under the Credit Agreement or a modification of
any of its terms.

Very truly yours,

COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "Rabobank Nederland",
New York Branch

By:
-----------------------------
Title:
-----------------

TRUST COMPANY BANK

By:
-----------------------------
Title:
-----------------
<PAGE> 107

AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS AMENDMENT TO LOAN DOCUMENTS (the "Amendment"), dated as of May
1,1992, is among CAL-MAINE FOODS, INC. (the "Company"), CAL-MAIN EGG PRODUCTS,
INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"), SUNNYSIDE
EGGS, INC. ("Sunnyside" and collectively with Cal-Maine Farms and Egg Products
herein referred to as the "Guarantors"), TRUST COMPANY BANK ("Trust Company")
and COOPERATIEVE CENTRALE RAIFEISSEN- BOERENLEENBANK B.A., "RABOBANK NEDERLAND"
NEW YORK BRANCH ("Rabobank Nederland") and Rabobank Nederland, as agent for
itself and Trust Company (the "Agent").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") have entered into that certain Amended and Restated Revolving
Credit Agreement dated as of May 29, 1990 (such Amended and Restated Revolving
Credit Agreement, as the same has been amended, and as the same may be further
amended or otherwise modified, herein referred to as the "Revolving Credit
Agreement"). Pursuant to the Second Amendment to Amended and Restated
Revolving Credit Agreement dated October 1, 1991, Trust Company was substituted
as a lender under the Revolving Credit Agreement in the place of Barclays and
Barclays is no longer a party to the Revolving Credit Agreement.

B. The Company and Rabobank have entered into that certain
Amended and Restated Term Loan Agreement dated as of May 29, 1990 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Term Loan Agreement").

C. The Company and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of December 1, 1987 (as the same
has been amended, and as the same may be further amended or otherwise modified
herein the "Egg Facility Reimbursement Agreement" and the Egg Facility
Reimbursement Agreement, collectively with the Revolving Credit Agreement and
the Term Loan Agreement, herein the "Credit Agreements").

D. To secure certain of the obligations and indebtedness of the
Company to Rabobank and Trust Company under the Credit Agreements, and the
other documents executed in connection therewith, the Company and the
Guarantors executed certain guaranties, security agreements, deeds of trust and
mortgages (as more fully described and identified in the Credit Agreements, and
as the same have been or may hereafter be amended or otherwise modified, such
guaranties, security agreements, deeds of trust and mortgages herein referred
as the "Collateral Documents"). The Collateral Documents include, without
limitation, the deeds of trust and mortgages described on Schedule 1 hereto
which are filed in the real property records of the jurisdictions listed on
Schedule 1 as indicated therein (the "Mortgages").

AMENDMENT TO LOAN DOCUMENTS - Page 1
<PAGE> 108
E. To facilitate the collateral arrangements contemplated by the
Collateral Documents, Rabobank and Barclays have entered into that certain
Intercreditor Agreement dated May 29, 1990 (as such agreement has been and may
hereafter be amended or otherwise modified, herein the "Intercreditor
Agreement"). Barclays assigned all its right, title and interest in and to the
Intercreditor Agreement to Trust Company and Barclays is no longer a party
thereto.

F. The Company has requested that Rabobank issue a letter of
credit (herein the "Letter of Credit") pursuant to the terms and provisions of
that certain Reimbursement and Credit Agreement dated as of May 1, 1992 between
the Company and Rabobank (as the same may be amended or otherwise modified
herein the "Dairy Facility Reimbursement Agreement") in order to provide credit
and liquidity support for $2,900,000.00 of Hinds County, Mississippi,
Adjustable Rate Demand Industrial Revenue Bonds, Series 1992 (Taxable),
Cal-Maine Foods, Inc., Dairy Project (herein the "Bonds").

G. In order to induce Rabobank to issue the Letter of Credit, the
parties hereto now desire to enter into this Amendment.

ARTICLE I

Definitions

Section 1.01. Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Revolving Credit Agreement, as amended hereby or the Dairy Facility
Reimbursement Agreement, as applicable.

ARTICLE II

Amendments to Credit Agreements

Section 2.01. Amendment to Working Capital Covenants. Each of the
Credit Agreements require the Company to maintain a certain ratio of current
assets to current liabilities and consolidated current assets to consolidated
current liabilities as specified therein (the "Working Capital Covenants").
Effective as of the date hereof, the Working Capital Covenant set forth in each
Credit Agreement are each hereby amended to provide that for purposes each such
covenant, current liabilities and consolidated current liabilities shall
include the current portion of the indebtedness under the Dairy Facility
Reimbursement Agreement and the Loan Documents (as defined in the Dairy
Facility Reimbursement Agreement).

Section 2.02. Egg Facility Reimbursement Agreement. The definition
"Tangible Net Worth" as set forth in the Egg Facility Reimbursement Agreement
is hereby amended in its entirety to read as follows:

AMENDMENT TO LOAN DOCUMENTS - Page 2
<PAGE> 109
"Net Worth" means the excess of consolidated total assets over
consolidated total liabilities of the Company and its Subsidiaries.

Section 2.03. Debt to Equity Ratio. Each of the Credit Agreements
require the Company to maintain a certain ratio of consolidated total
liabilities to net worth as specified therein (the "Debt to Equity Covenants").
Effective as of the date hereof, each of the Debt to Equity Covenants set forth
in the Credit Agreements are each hereby amended to provide that for purposes
of such covenants, consolidated total liabilities shall include the
indebtedness under the Dairy Facility Reimbursement Agreement and the Loan
Documents (as defined in the Dairy Facility Reimbursement Agreement).

Section 2.04. Limitation on Dividends. Each of the Credit Agreements
require that the Company shall not purchase or otherwise acquire for value any
of its capital stock except as set forth therein (the "Restricted Payment
Covenants"). Effective as of the date hereof, each of the Restricted Payment
Covenants contained in the Credit Agreements are hereby amended to permit the
Company to purchase up to a maximum of 2% of the Company's outstanding common
shares (i) in its 1992 fiscal year at an aggregate purchase price therefore not
to exceed $900,000.00 and (ii) in any other fiscal year of Borrower, at an
aggregate purchase price therefore not to exceed $500,000.00.

Section 2.05. Capital Expenditures. Each of the Credit Agreements
limits the ability of the Company to make capital expenditures as set forth
therein (the "Capital Expenditure Covenants"). Effective as of the date
hereof, each of the Capital Expenditure Covenants is hereby amended to provide
that in calculating compliance with the limitations under each such covenant
for any period which includes any portion of 1992, the capital expenditures
made by the Company in connection with the initial construction of the project
financed with the proceeds of the Bonds shall be excluded.

Section 2.06. Events of Default. Each of the Credit Agreements define
the term "Event of Default". Effective as of the date hereof, the term "Event
of Default" as defined in each Credit Agreement shall include the occurrence of
an Event of Default under the Dairy Facility Reimbursement Agreement.

ARTICLE III

Amendments to Collateral Documents
(Including the Mortgages)

AMENDMENT TO LOAN DOCUMENTS - Page 3
<PAGE> 110
or otherwise (collectively, the "New Obligations") and in furtherance of the
foregoing, the parties hereto agree to and acknowledge the following:

(a) The term "Credit Agreements" as defined in each
Collateral Document is hereby amended to include without limitation,
the Dairy Facility Reimbursement Agreement, the term "Loan Documents",
as defined in each Collateral Document includes without limitation,
the "Related Documents", the term "Advances", as defined in each
Collateral Document, includes without limitation, advances to be made
under the Dairy Facility Reimbursement Agreement to Borrower, the term
"Indenture". as used in each Collateral Document, includes without
limitation, the indenture entered into in connection with the Dairy
Facility Reimbursement Agreement, the term "Notes", as defined in each
Collateral Document includes without limitation, the Short Term Loan
Notes and the term "Reimbursement Agreement", as defined in the
Collateral Documents is hereby amended to include both the Egg
Facility Reimbursement Agreement and the Dairy Facility Reimbursement
Agreement.

(b) The term "Obligations" as defined in each Collateral
Document, includes without limitation, the "New Obligations".

(c) The term "Event of Default" as used in each
Collateral Document includes without limitation, an "Event of Default"
as defined in the Dairy Facility Reimbursement Agreement.

(d) The Collateral Pledge Agreement dated October 17,
1984, executed by Borrower, Cal-Maine Farms and Egg Products, as the
same has been amended, shall secure, in addition to the other
obligations secured thereby, the New Obligations and upon any Event of
Default (as defined in clause (c) above), the Agent shall have the
right, but not the duty, to exercise all remedies provided for in the
Collateral Pledge Agreement on behalf of Trust Company and itself.

(e) The term "Credit Agreements", as defined in that
certain Assignment of Leasehold Interests dated December 1, 1987
executed by the company in favor of Rabobank, includes without
limitation, and in addition to the Dairy Facility Reimbursement
Agreement, the Revolving credit Agreement, the Term Loan Agreement and
the Egg Facility Reimbursement Agreement.

Section 3.02. Amendment to Borrower Security Agreement. Effective as
of the date hereof, Schedule 1 to the Borrower Security Agreement is hereby
amended to add thereto, the Project which is located in the Second Judicial
District of Hinds County, Mississippi.

AMENDMENT TO LOAN DOCUMENTS - Page 4
<PAGE> 111
ARTICLE IV

Amendment to Intercreditor Agreement

Section 4.01. Amendment to Intercreditor Agreement. Effective as of
the date hereof, the following definitions contained in the Intercreditor
Agreement are hereby amended as follows:

(a) The term "Obligations", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the New Obligations.

(b) The term "Credit Agreements", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the Dairy Facility Reimbursement Agreement.

(c) The term "Loan Documents", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the Dairy Facility Reimbursement Agreement and the Related
Documents (as defined in the Dairy Facility Reimbursement Agreement).

(d) The term "Reimbursement Agreement", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the Dairy Facility Reimbursement Agreement.

(e) The term "Letter of Credit", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the Letter of Credit (as defined in the Dairy Facility
Reimbursement Agreement).

(f) The term "Collateral Documents", as defined in the
Intercreditor Agreement is hereby amended to specifically exclude the
Assignment (as defined in the Dairy Facility Reimbursement Agreement)
and the Deed of Trust (as defined in the Dairy Facility Reimbursement
Agreement).

(g) The term "Collateral", as defined in the
Intercreditor Agreement is hereby amended to mean the real and
personal property covered by the Collateral Documents (as such term is
defined therein) and to specifically exclude, notwithstanding anything
in any Collateral Document to the contrary, the property covered by
the Assignment (as defined in the Dairy Facility Reimbursement
Agreement) and the property covered by the Deed of Trust (as defined
in the Dairy Facility Reimbursement Agreement).

(h) The term "Revolving Collateral" as defined in the
Intercreditor Agreement is hereby amended to specifically exclude the
property covered by the Assignment (as defined in the Dairy Facility
Reimbursement Agreement) and the property covered by the Deed of Trust
(as defined in the Dairy Facility

AMENDMENT TO LOAN DOCUMENTS - Page 5
<PAGE> 112
Reimbursement Agreement) notwithstanding anything in the Revolving
Collateral Documents (as defined in the Intercreditor Agreement) to
the contrary.

ARTICLE V

Ratifications, Representations and Warranties

Section 5.02. Representations and Warranties. To induce Rabobank to
enter into the Dairy Facility Reimbursement Agreement, each Guarantor
represents and warrants to Rabobank and Trust Company that:

(a) The representations and warranties of each Guarantor
contained in the Loan Documents, as amended hereby, are true and
correct on and as of the date hereof as though made on and as of the
date hereof.

(b) No Event of Default (as defined in the Revolving
Credit Agreement) has occurred and is continuing and no event or
condition has occurred that with the giving of notice or lapse of time
or both would be an Event of Default, and each Guarantor is in full
compliance with all covenants and agreements binding on them contained
in the Loan Documents, as amended hereby.

(c) The execution, delivery, and performance by it of
this Amendment and the other Related Documents to which it is or may
become a party have been duly authorized by all requisite action on
its part and do not and will not violate or conflict with its articles
of incorporation or bylaws or any law, rule, or regulation or any
order, writ, injunction, or decree of any court, governmental
authority, or arbitrator, and do not and will not conflict with,
result in a breach of, or constitute a default under, or result in the
creation or imposition of any Lien (except as provided herein) upon
any of its revenues or assets pursuant to the provisions of any
indenture, mortgage, deed of trust, security agreement, franchise,
permit, license, or other instrument or agreement by which it or any
of its properties is bound.

AMENDMENT TO LOAN DOCUMENTS - Page 6
<PAGE> 113
(d) This Amendment constitutes, and the Loan Documents as
amended hereby to which it is party, constitutes its legal, valid, and
binding obligations, enforceable in accordance with their respective
terms, except as limited by bankruptcy, insolvency, or other laws of
general application relating to the enforcement of creditor's rights.

(e) No authorization, approval, or consent of, and no
filing or registration with, any court, governmental authority, or
third party is or will be necessary for its execution, delivery, or
performance of this Amendment and the other Related Documents to which
it is or may become a party or the validity or enforceability thereof.

(f) No statement, information, report, representation, or
warranty made by it in this Amendment or in any other Related Document
or furnished to Rabobank or Trust Company in connection with this
Amendment or any of the transactions contemplated hereby contains any
untrue statement of a material fact or omits to state any material
fact necessary to make the statements herein or therein not
misleading. There is no fact known to it which has a material adverse
effect, or which might in the future have a material adverse effect,
on its business, condition (financial or otherwise), operations,
prospects, or properties that has not been disclosed in writing to
Rabobank and Trust Company.

ARTICLE VI

Miscellaneous

Section 6.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Related
Documents shall survive the execution and delivery of this Amendment and the
other Related Documents, and no investigation by Rabobank or Trust Company or
any closing shall affect the representations and warranties or the right of
Rabobank or Trust Company to rely upon them.

Section 6.02. Reference to Loan Documents. Each of the Loan Documents
are hereby amended so that any reference in such Loan Documents to the other
Loan Documents shall mean a reference to such Loan Documents as amended hereby.

Section 6.03. Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

Section 6.04. Applicable Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York except to the
extent that the provisions of the Loan Documents are governed by the laws of
another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

AMENDMENT TO LOAN DOCUMENTS - Page 7
<PAGE> 114
Section 6.05. Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns, except neither the Company nor any Guarantor may assign
or transfer any of its rights or obligations hereunder without the prior
written consent of Rabobank and Trust Company.

Section 6.06. Counterparts. This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same agreement.

Section 6.07. Effect of Waiver. No consent or waiver, express or
implied, by Rabobank, the Agent or Trust Company to or for any breach of or
deviation from any covenant, condition or duty by the Company or any Guarantor
shall be deemed a consent or waiver to or of any other breach of the same or
any other covenant, condition or duty.

Section 6.08. Headings. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 6.09. Entire Agreement. This Amendment and all other
instruments, documents and agreements executed and delivered in connection with
this Amendment embody the final, entire agreement among the parties hereto and
supersede any and all prior commitments, agreements, representations and
understandings, whether written or oral, relating to this Amendment, and may
not be contradicted or varied by evidence of prior, contemporaneous or
subsequent oral agreements or discussions of the parties hereto.

Executed as of the date first written above.

CAL-MAINE FOODS, INC.

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

CAL-MAINE EGG PRODUCTS, INC.

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

AMENDMENT TO LOAN DOCUMENTS - Page 8
<PAGE> 115
CAL-MAINE FARMS, INC.

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

SUNNYSIDE EGGS, INC.

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

TRUST COMPANY BANK

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

COOPERATIEVE CENTRALE
RAIFEISSEN-BOERENLEENBANK B.A.
"RABOBANK/,.NEDERLAND", NEW YORK
BRANCH

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

AMENDMENT TO LOAN DOCUMENTS - Page 9
<PAGE> 116
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________________________, well known
by me to be _______________ _____________________, of CAL-MAINE FOODS, INC., a
Delaware corporation, who acknowledged to me that he signed and delivered the
above Amendment to Loan Documents for and on behalf of said corporation after
having been duly authorized by said corporation so to do.

Given under my hand and official seal on this _______ day of
___________________, 19___.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________________________, well known
by me to be _______________ _____________________, of CAL-MAINE EGG PRODUCTS,
INC., a Delaware corporation, who acknowledged to me that he signed and
delivered the above Amendment to Loan Documents for and on behalf of said
corporation after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this _______ day of
___________________, 19___.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

AMENDMENT TO LOAN DOCUMENTS - Page 10
<PAGE> 117
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________________________, well known
by me to be _______________ _____________________, of CAL-MAINE FARMS, INC., a
Delaware corporation, who acknowledged to me that he signed and delivered the
above Amendment to Loan Documents for and on behalf of said corporation after
having been duly authorized by said corporation so to do.

Given under my hand and official seal on this _______ day of
___________________, 19___.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________________________, well known
by me to be _______________ _____________________, of SUNNYSIDE EGGS, INC., a
Delaware corporation, who acknowledged to me that he signed and delivered the
above Amendment to Loan Documents for and on behalf of said corporation after
having been duly authorized by said corporation so to do.

Given under my hand and official seal on this _______ day of
___________________, 19___.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

AMENDMENT TO LOAN DOCUMENTS - Page 11
<PAGE> 118
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________________________, well known
by me to be _______________ _____________________, of TRUST COMPANY BANK, a
Georgia state banking corporation, who acknowledged to me that he signed and
delivered the above Amendment to Loan Documents for and on behalf of said
corporation after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this _______ day of
___________________, 19___.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

AMENDMENT TO LOAN DOCUMENTS - Page 12
<PAGE> 119
Schedule 1
to
Amendment to Loan Agreement

Mortgages

(1) Mortgage, Security Agreement and Financing Statement executed
by the Company, dated as of May 15, 1985, filed of record on May 20, 1986 and
duly recorded in the office of the County Clerk, Kershaw County, South
Carolina, Book IX of Real Estate Mortgages, Page 1239, as the same has been and
may hereafter be amended or otherwise modified from time to time.

(2) Mortgage, Security Agreement and Financing Statement dated as
of May 15, 1986, executed by the Company and Cal-Maine Farms, filed of record
of May 20, 1986 and duly recorded in the office the County Clerk, Kershaw
County, South Carolina, Book IX of Real Estate Mortgages, Page 1238, as the
same has been and may hereafter be amended or otherwise modified from time to
time.

(3) Mortgage, Deed of Trust, Future Advance Deeds of Trust,
Security Agreement, Assignment of Rents and Financing Statements dated as of
May 29, 1990, executed by the Company and Cal-Main Farms to Jess Jarratt,
Trustee and/or the Agent, filed for record in the Real Property Records as
follows, as the same has been and may hereafter be amended or otherwise
modified from time to time:

<TABLE>
<CAPTION>
Date Volume
Jurisdiction Filed and Page
------------ ----- --------
<S> <C> <C> <C>
(a) Clay County, AL 6/7/90 Fiche Record H39, Page 01-91

(b) Morgan County, AL 6/1/90 Book 1332, Page 0155

(d) Reno County, KS 6/1/90 Book 565, Page 174

(e) Bernalillo County, NM 6/1/90 Document Number 90-42648

(f) Franklin County, NC 6/1/90 Book 924, Page 386

(g) Caldwell County, TX 6/1/90 Book 44, Page 786

(h) Fayette County, TX 6/4/90 Volume 802, Page 357

(i) Smith County, TX 6/1/90 Volume 3014, Page 730
</TABLE>

Schedule 1 to Amendment to Loan Documents, Solo Page
<PAGE> 120
FIFTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (the "Amendment"), dated as of December 31, 1992, is among CAL-MAINE
FOODS, INC., a Delaware corporation ("Borrower"), TRUST COMPANY BANK, a Georgia
state banking corporation ("TCB"), and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "Rabobank Nederland", New York branch
("Rabobank", and together with TCB, hereinafter sometimes referred to
individually as a "Bank" and collectively as the "Banks").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") entered into that certain Amended and Restated Revolving Credit
Agreement dated as of May 29, 1990, as amended by that certain Amendment dated
as of December 31, 1990, that certain Second Amendment to Amended and Restated
Revolving Credit Agreement dated as of October 1, 1991, that certain Third
Amendment to Amended and Restated Revolving Credit Agreement dated as of
December 31, 1991 and that certain Amendment to Loan Documents (including
Modifications to Mortgages and Deeds of Trust) dated as of May 1, 1992 (such
Amended and Restated Revolving Credit Agreement, as amended, the "Agreement").

B. Barclays has assigned all of its rights, title, interest and
obligations under the Loan Documents (as defined in the Agreement) to TCB
pursuant to that certain Assignment Agreement dated as of October 1, 1991 among
Barclays, TCB and Rabobank.

C. Borrower and the Banks now desire to amend the Agreement as
herein set forth.

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 1
<PAGE> 121
ARTICLE I

Definitions

Section 1.01. Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.

ARTICLE II

Amendments

Section 2.01. Amendment to 7.01. Effective as of the date hereof,
the definition of the term "Termination Date" contained in Section 7.01 of the
Agreement is hereby amended in its entirety to read as follows:

"Termination Date" means December 31, 1994, or the earlier
date of termination in whole of the Revolving Credit Commitments
pursuant to Sections 1.04 or 6.02.

ARTICLE III

Conditions Precedent

Section 3.01. Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

(a) The Banks shall have received certificates of the
appropriate government officials of the state of incorporation of
Borrower and each Guarantor as to the existence and good standing of
the applicable Loan Party, each dated a current date and such
additional documentation, instruments and information as either Bank
or its legal counsel may request.

(b) The representations and warranties contained herein
and in all other Loan Documents, as amended hereby, shall be true and
correct as of the date hereof as if made on the date hereof.

(c) No Event of Default shall have occurred and be
continuing and no event or condition shall have occurred that with the
giving of notice or lapse of time or both would be an Event of
Default.

(d) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all documentation,
instruments, and other legal matters incident thereto shall be
satisfactory to the Banks and their legal counsel.

ARTICLE IV

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 2
<PAGE> 122
Ratifications, Representations and Warranties

Section 4.01. Ratifications. the terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. The Borrower and the Banks agree that the Agreement, as amended hereby
and the other Loan Documents shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms. Without limiting the
generality of the foregoing, the parties hereto also agree and acknowledge that
(a) the obligations, indebtedness and liabilities secured by the Security
Agreements, the Louisiana Collateral Documents and the Mortgages include,
without limitation, the obligations, indebtedness and liabilities of the
Borrower arising hereunder and (b) the term "Revolving Obligations" as defined
in the Intercreditor Agreement includes, without limitation, the obligations,
indebtedness and liabilities of Borrower arising hereunder.

Section 4.02. Representations and Warranties. Borrower hereby
represents and warrants to the Banks that (a) the execution, delivery and
performance of this Amendment has been authorized by all requisite corporate
action on the part of Borrower and each Guarantor and will not violate the
articles of incorporation or bylaws of Borrower or any Guarantor, (b) the
representations and warranties contained in the Agreement, as amended hereby,
and any other Loan Document are true and correct on and as of the date hereof
as though made on and as of the date hereof, (c) no Event of Default has
occurred and is continuing and no event or condition has occurred that with the
giving of notice or lapse of time or both would be an Event of Default, (d)
Borrower and each Guarantor are each in full compliance with all covenants and
agreements contained in the Agreement, as amended hereby and the other Loan
Documents and (e) the articles of incorporation, by-laws, certificates of
secretary, and corporate resolutions delivered by Borrower and each Guarantor
in connection with execution of the Agreement which were, in the case of all
Loan Parties other than Sunnyside, effective, true and correct on June 1, 1990
and in the case of Sunnyside, effective, true and correct on October 1, 1991,
have not been amended, revoked or otherwise modified in any manner and remain
true and correct and in full force and effect on and as of the date hereof as
though delivered on and as of the date hereof.

ARTICLE V

Miscellaneous

Section 5.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Document, shall survive the execution and delivery of this Amendment and the
other Loan Documents and no investigation by a Bank or any closing shall affect
the representations and warranties or the right of a Bank to rely upon them.

Section 5.02. Reference to Agreement. Each of the Loan Documents,
including the Agreement, are hereby amended so that any reference in such Loan
Documents to the Agreement shall mean a reference to the Agreement as amended
hereby.

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 3
<PAGE> 123
Section 5.03. Expenses of the Banks. As provided in the Agreement,
Borrower agrees to pay on demand all costs and expenses incurred by the Banks
in connection with the preparation, negotiation, and execution of this
Amendment, including without limitation the fees and expenses of legal counsel
to the Banks, and all costs and expenses incurred by the Banks in connection
with the enforcement or preservation of any rights under the Agreement, as
amended hereby, or any other Loan Document, including without limitation the
fees and expenses of legal counsel to the Banks.

Section 5.04. Severability. Any provision of this Amendment held by
a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.

Section 5.05. Applicable Law. This Amendment shall be deemed to have
been made and to be performable in New York, New York and shall be governed by
and construed in accordance with the laws of the State of New York.

Section 5.09. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 5.10. Entire Agreements. This Amendment embodies the final,
entire agreement among the parties hereto and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to this Amendment, and may not be contradicted or varied by
evidence of prior, contemporaneous or subsequent oral agreements or discussions
of the parties hereto.

EXECUTED as of the date first written above.

CAL-MAINE FOODS, INC.

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 4
<PAGE> 124
By:
----------------------------------
B. J. Raines,
Vice President

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank
Nederland", New York branch

By:
----------------------------------
Jess E. Jarratt,
Vice President

By:
----------------------------------
Name:
-------------------------
Title:
------------------------

TRUST COMPANY BANK

By:
----------------------------------
James O. Clarke,
Vice President

By:
----------------------------------
Name:
Title:
------------------------

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 5
<PAGE> 125
GUARANTOR ACKNOWLEDGMENT

Cal-Maine Farms, inc. ("Farms"), Cal-Maine Egg Products, Inc. ("Egg
Products") and Sunnyside Eggs, Inc. ("Sunnyside") hereby consent and agree to
this Amendment and agree that their respective Amended Guaranty Agreements,
their respective Security Agreements (in the case of Farms, as amended by that
certain First Amendment to Security Agreement dated as of October 1, 1991), and
all other Loan Documents executed by each of them shall remain in full force
and effect and shall continue to be the legal, valid and binding obligations of
each, enforceable against each in accordance with their respective terms.
Without limiting the generality of the foregoing, Farms, Egg Products and
Sunnyside acknowledge and agree that (a) the obligations, indebtedness and
liabilities guaranteed by their respective Amended Guaranty Agreements and
secured by their respective Security Agreements and the Mortgages include,
without limitation, the obligations, indebtedness and liabilities arising under
this Amendment and (b) the term "Revolving Obligations" as defined in the
Intercreditor Agreement includes without limitation, the obligations,
indebtedness and liabilities of Borrower arising under this Amendment.

CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
SUNNYSIDE EGGS, INC.

By:
----------------------------------
B. J. Raines,
Vice President of all
Guarantors

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 6
<PAGE> 126

SECOND AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS SECOND AMENDMENT TO LOAN DOCUMENTS (the "Amendment"), dated as of
November 5, 1993, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE
EGG PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"
and together with Egg Products herein referred to as the "Guarantors"), TRUST
COMPANY BANK ("Trust Company") and COOPERATIEVE CENTRALE
RAIFEISSEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND" NEW YORK BRANCH ("Rabobank
Nederland") and Rabobank Nederland, as agent for itself and Trust Company (the
"Agent").

RECITALS:

B. The Borrower and Rabobank have entered into that certain
Amended and Restated Term Loan Agreement dated as of May 29, 1990 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Term Loan Agreement").

C. The Borrower and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of December 1, 1987 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Egg Facility Reimbursement Agreement").

Second Amendment to Loan Documents - Page 1
<PAGE> 127
Reimbursement Agreement, collectively with the Revolving Credit Agreement, the
Term Loan Agreement and the Egg Facility Reimbursement Agreement, herein the
"Credit Agreements").

E. To secure certain of the obligations and indebtedness of the
Borrower to Rabobank Nederland and Trust Company under the Credit Agreements,
and the other documents executed in connection therewith, the Borrower,
Sunnyside Eggs, Inc. ("Sunnyside") and the Guarantors executed certain
guaranties, security agreements, deeds of trust, assignment of leasehold
interests and mortgages (as more fully described and identified in the Credit
Agreements, and as the same have been or may hereafter be amended or otherwise
modified, all such guaranties, security agreements, deeds of trust, assignment
of leasehold interests and mortgages other than the Sunnyside Guaranty and the
Sunnyside Security Agreement, are herein referred as the "Collateral
Documents"). The Collateral Documents include, without limitation, the deeds
of trust, mortgages and assignment of leasehold interests described on Schedule
1 hereto which are filed in the real property records of the jurisdictions
listed on Schedule 1 as indicated therein (the "Mortgages").

F. Sunnyside has dissolved and is no longer in existence and all
of its assets have been transferred to Borrower, subject to the Liens created
by the Sunnyside Security Agreement.

G. To facilitate the collateral arrangements contemplated by the
Collateral Documents, Rabobank Nederland and Barclays have entered into that
certain Intercreditor Agreement dated May 29, 1990 (as such agreement has been
and may hereafter be amended or otherwise modified, herein the "Intercreditor
Agreement"). Barclays assigned all its right, title and interest in and to the
Intercreditor Agreement to Trust Company and Barclays is no longer a party
thereto.

H. The Borrower has requested that (i) Rabobank Nederland make a
term loan to the Borrower in an amount equal to $1,000,000 (the "New Term
Loan") pursuant to the terms of that certain Term Loan Note dated the date
hereof executed by the Borrower and payable to the order of Rabobank Nederland
in the original principal amount of $1,000,000 (as the same may be amended or
otherwise modified, herein the "New Term Note") and (ii) Rabobank Nederland and
Trust Company agree to modify the Credit Agreements as herein set forth.

Second Amendment to Loan Documents - Page 2
<PAGE> 128
I. In order to induce Rabobank Nederland to make the New Term
Loan and to induce Rabobank Nederland and Trust Company to modify the Credit
Agreements, the parties hereto now desire to enter into this Amendment.

ARTICLE I

Definitions

Section 1.01. Definitions. Capitalized terms used in this
Amendment, to the extent not otherwise defined herein, shall have the same
meanings as in the Revolving Credit Agreement, as amended hereby.

ARTICLE II

Amendments to Credit Agreements and Other Loan Documents

Section 2.01. Amendment to Working Capital Covenants. Each of the
Credit Agreements require the Borrower to maintain a certain ratio of current
assets to current liabilities and consolidated current assets to consolidated
current liabilities as specified therein (the "Working Capital Covenants").
Effective as of the date hereof, the Working Capital Covenant set forth in each
Credit Agreement is hereby amended to provide that for purposes of such
covenant, current liabilities and consolidated current liabilities shall
include the current portion of the indebtedness under the Credit Agreements and
the New Term Note.

Section 2.02. Amendment to Tangible Net Worth Covenant. Each of
the Credit Agreements require the Borrower to maintain an excess of
consolidated total tangible assets over consolidated total liabilities of the
Borrower and the Subsidiaries as specified therein (the "Tangible Net Worth
Covenants"). Effective as of the date hereof, each Tangible Net Worth Covenant
is hereby amended in its entirety to read as follows:

Tangible Net Worth. Maintain an excess of consolidated total
tangible assets over consolidated total liabilities of

Second Amendment to Loan Documents - Page 3
<PAGE> 129
the Borrower and the Subsidiaries in an amount not less than the
amount set forth below for the applicable period set forth below:

(a) from the date hereof through the Borrower's
Fiscal Year ending in 1994, Thirty-Eight Million Dollars
($38,000,000); and

(b) from the first day of Borrower's Fiscal Year
ending 1995 and at all times thereafter, the sum of

(i) Thirty-Eight Million Dollars
($38,000,000); plus

(ii) fifty percent (50%) of the net
income of Borrower and the Subsidiaries for each
Fiscal Year beginning with the Fiscal Year ending in
1994 but only if the Fiscal year has completely
elapsed; plus

(iii) one hundred percent (100%) of all
capital contributions made to the Borrower since
October 1, 1993, net of all reasonable costs
associated with the issuance of the securities
relating to such capital contribution or otherwise
necessary to obtain such capital contributions; plus

(iv) one hundred percent (100%) of the
principal amount of all Debt of Borrower which is
subordinated to the senior debt of Borrower and which
has, since October 1, 1993 been converted or
exchanged for equity interests in the Borrower.

If net income for a period is negative, no adjustment to the requisite
level of net worth shall be made. Consolidated total liabilities
shall include all indebtedness outstanding under the Credit Agreements
and the New Term Note.

Section 2.03. Debt to Equity Ratio. Each of the Credit Agreements
require the Borrower to maintain a certain ratio of consolidated total
liabilities to net worth as specified therein (the "Debt to Equity Covenants").
Effective as of the date hereof, each of the Debt to Equity Covenants set forth
in the Credit Agreements are deleted therefrom in their entirety.

Second Amendment to Loan Documents - Page 4
<PAGE> 130
Section 2.04. Net Tangible Assets to Funded Debt Ratio. Effective
as of the date hereof, each of the Credit Agreements is hereby amended to add
thereto a positive covenant to read in its entirety as follows:

Net Tangible Assets to Funded Debt. Maintain a ratio of

(i) the sum of the following for
Borrower and the Subsidiaries (A) consolidated total
assets minus (B) consolidated intangible assets minus
(C) consolidated current liabilities (excluding
current deferred income taxes from such consolidated
current liabilities) to

(ii) consolidated long term Debt of
Borrower and the Subsidiaries (calculated excluding
the amounts outstanding under the Revolving Credit
Agreement to the extent such amounts are consolidated
long term Debt and excluding deferred income taxes to
the extent such deferred income taxes are
consolidated long-term Debt)

of not less than (x) 1.80 to 1.00 at all times throughout Fiscal Year
ending in 1994; (y) 1.90 to 1.00 at all times throughout Fiscal Year
ending in 1995; and (2) 2.00 to 1.00 at all times after the Fiscal
Year ending in 1995; provided that, in the event Borrower receives a
capital contribution at any time prior to the end of the Fiscal Year
ending in 1995, then the ratio required to be maintained hereby shall
be 2.0 to 1.00 at all times.

Section 2.05. Cash Flow Coverage Ratio. Effective as of the date
hereof, each of the Credit Agreements is hereby amended to add thereto a
positive covenant to read in its entirety as follows:

Cash Flow Coverage Ratio. Maintain a ratio of Operating Cash
Flow to Fixed Charges of 1.50 to 1.0 calculated on the basis of the
Operating Cash Flow and Fixed Charges for the completed twelve quarter
period immediately proceeding the date of determination. As used
herein the following terms shall have the following meanings:

"Fixed Charges" means, for any period, the sum of the
following for the Borrower and the Subsidiaries

Second Amendment to Loan Documents - Page 5
<PAGE> 131
(calculated without duplication on a consolidated basis): (i)
all cash interest paid or payable for such period; and (ii)
the current maturities of long term Debt for such period
(including payments made under capital leases).

"Operating Cash Flow" means for any period, net
income of Borrower and the Subsidiaries determined on a
consolidated basis for such period plus the sum of, but
without duplication and only in each case to the extent
deducted in determining net income for such period (i)
depreciation and amortization expenses for such period; (ii)
all cash interest paid or payable by Borrower and the
Subsidiaries for such period; and (iii) all cash franchise and
income taxes paid or payable by Borrower and the Subsidiaries
during such period.

Section 2.06. Capital Expenditures. Each of the Credit Agreements
limits the ability of the Borrower and the Subsidiaries to make capital
expenditures as set forth therein (the "Capital Expenditure Covenants").
Effective as of the date hereof, each of the Capital Expenditure Covenants is
hereby amended to provide that the Borrower will not make, or permit any
Subsidiary to make any expenditure for fixed or capital assets excluding
rolling stock, which would cause the aggregate of all such expenditures made by
the Borrower and the Subsidiaries in any period of 12 consecutive months to
exceed the consolidated depreciation of Borrower and the Subsidiaries for such
period; provided that, the expenditures in an aggregate amount not to exceed
$11,400,000 made in connection with the construction and acquisition of a new
in-line processing facility at Cal-Maine Farm's, Gonzales, Texas plant shall
not be included in calculating compliance with the Capital Expenditure
Covenants. To the extent that the expenditures made in connection with such
facility exceed $11,400,000 in the aggregate, the amount of the excess shall be
included in calculating compliance with the Capital Expenditure Covenants.

Section 2.07. Events of Default. Each of the Credit Agreements
define the term "Event of Default". Effective as of the date hereof, the
definition of Event of Default in each Credit Agreement is amended so that an
"Event of Default" shall exist under each Credit Agreement if any of the
following occur:

Second Amendment to Loan Documents - Page 6
<PAGE> 132
(a) The Borrower shall fail to pay any amount payable
hereunder or under the New Term Note when due.

(b) Any representation or warranty made or deemed made by
any Loan Party (or any of its officers) under or in connection with
this Amendment or the New Term Note shall prove to have been incorrect
in any material respect when made or deemed made.

(c) The Borrower shall fail to perform or observe any
other term, covenant or agreement contained in this Amendment or the
New Term Note on its part to be performed or observed and any such
failure shall remain unremedied for 30 days after its occurrence.

(d) Fred Adams or his spouse or children shall cease to
beneficially own and control, directly or indirectly, at least fifty
one percent (51%) of the rights to vote (without regard to the
occurrence of any contingency and otherwise on a fully diluted basis)
for the election of a majority of the members of the board of
directors of the Borrower.

As used in the New Term Note, the term "Event of Default" shall mean
the occurrence of any Event of Default, as such term is modified hereby, under
any Credit Agreement whether or not the Debt outstanding in connection with any
such Credit Agreement remains outstanding or such Credit Agreement has been
terminated.

Section 2.08. Amendments to Revolving Credit Agreement. Effective
as of the date hereof, (a) the definition of the term "Eligible Feed Inventory"
set forth in Section 7.01 of the Revolving Credit Agreement is hereby amended
by adding the following to the end thereof:

"Eligible Feed Inventory shall not include any silage."

and (b) the definition of the term "Termination Date" set forth in Section 7.01
of the Revolving Credit Agreement is hereby amended in its entirety to read as
follows:

"Termination Date" means December 31, 1995 or the earlier date
of termination in whole of the Commitment pursuant to Sections 1.04 or
6.02.

Second Amendment to Loan Documents - Page 7
<PAGE> 133
Section 2.10. Amendment to Term Loan Agreement. Effective as of
the date hereof, the definition of the term "Loan Documents" set forth in
Section 7.01 of the Term Loan Agreement is hereby amended to add the New Term
Note thereto.

Section 2.11. Amendment to Loan Documents to Exclude Sunnyside.
Effective as of the date hereof, the following definitions contained in any of
the Loan Documents are hereby amended as follows:

(a) the definition of "Guarantors" shall be modified to
mean Cal-Main Farms and Egg Products and any reference to both or
either Guarantor shall mean both or either Guarantor, as applicable;

(b) the definition of "Amended Guaranty Agreement" shall
be modified to exclude the Sunnyside Guaranty Agreement; and

(c) the definitions of "Security Agreements", "Collateral
Documents" and "Revolving Collateral Documents" shall all be modified
to exclude the Sunnyside Security Agreement.

In addition, for purposes of the representations, warranties,
covenants and Borrowing Base calculations set forth in the Credit Agreements,
Sunnyside shall no longer be a Subsidiary of Borrower.

Second Amendment to Loan Documents - Page 8
<PAGE> 134
ARTICLE III

Amendments to Collateral Documents
(Including the Mortgages)

Section 3.01. Assumption of Sunnyside Obligations. Borrower hereby
assumes all of the Obligations of Sunnyside under the Sunnyside Security
Agreement and acknowledges that all assets of Sunnyside acquired by Borrower
were acquired subject to the Liens granted by Sunnyside under the Sunnyside
Security Agreement in favor of the Agent securing the Obligations (as defined
therein but as interpreted pursuant to this Amendment) (collectively the
"Sunnyside Liens"). Borrower, Agent, Trust Company and Rabobank Nederland
agree that, effective as of the date hereof, the Borrower Security Agreement
shall be deemed to amend and restate in its entirety the Sunnyside Security
Agreement, the Sunnyside Liens shall not be extinguished but shall continue to
encumber the assets of Sunnyside acquired by Borrower under the terms of the
Borrower Security Agreement, and the Sunnyside Security Agreement and Sunnyside
Guaranty Agreement shall no longer be valid, binding or enforceable.

Section 3.02. Amendment to Obligations. Effective as of the date
hereof, each Collateral Document (including the Mortgages) is hereby amended to
provide that the obligations secured or guaranteed thereby include without
limitation, the obligations, indebtedness and liability of the Borrower under
this Amendment and the New Term Note, whether for principal, interest, fees
(including attorneys' fees), premium, commissions, expenses or otherwise
(collectively, the "New Obligations") and in furtherance of the foregoing, the
parties hereto agree to and acknowledge the following:

(a) The term "Credit Agreements" as defined in each
Collateral Document is hereby amended to include without limitation,
the New Term Note; the term "Loan Documents", as defined in each
Collateral Document includes without limitation, the New Term Note;
the term "Advances", as defined in each Collateral Document, includes
without limitation, advances to be made to Borrower by Rabobank
Nederland and evidenced by the New Term Note; and the term "Notes", as
defined in each Collateral Document includes without limitation, the
New Term Notes.

Second Amendment to Loan Documents - Page 9
<PAGE> 135
(b) The term "Obligations" as defined in each Collateral
Document, includes without limitation, the "New Obligations".

(c) The term "Event of Default" as used in each
Collateral Document includes without limitation, an "Event of Default"
as interpreted in accordance with Section 2.07 of this Amendment.

(d) The Collateral Pledge Agreement dated October 17,
1984, executed by Borrower, Cal-Maine Farms and Egg Products, as the
same has been amended, shall secure, in addition to the other
obligations secured thereby, the New Obligations and upon any Event of
Default (as interpreted in accordance with Section 2.07 of this
Amendment), the Agent shall have the right, but not the duty, to
exercise all remedies provided for in the Collateral Pledge Agreement
on behalf of Trust Company and itself.

Section 3.03. Amendment to Borrower Security Agreement. Effective
as of the date hereof, (a) clause (c) of Section 4.09 of the Borrower Security
Agreement is hereby amended in its entirety to read as follows:

(c) The Inventory and the Farm Products are in the
exclusive possession and control of the Grantor or certain contractors
identified on Schedule 1 hereto. Each contractor possesses and
controls such Inventory and Farm Products pursuant to the terms and
conditions of written agreements duly executed and delivered by and
between such contractor and either Grantor or one of the Guarantors.
Any such agreements entered into after the date hereof comply with the
requirements imposed by Section 6(c).

(b) Section 6 of the Borrower Security Agreement is hereby amended to add
a clause (c) thereto to read in its entirety as follows:

(c) The Grantor shall not permit any contractor
possessing and controlling any of the Inventory or the Farm Products,
to possess and control any inventory or farm products for the benefit
and use of such contractor or for the benefit or use of any other
person or entity which is of the same form or similar to the Grantor's
Inventory or Farm Products at the same physical location as the
location of any of Grantor's Inventory or Farm Products. Grantor
shall

Second Amendment to Loan Documents - Page 10
<PAGE> 136
include in each agreement (whether new or in modification of an
existing agreement) entered on or after October 1993 with each such
contractor, a contractual provision substantially similar in substance
and form to the following:

[Name of Contractor] ("Contractor") acknowledges that the
inventory and farm products (including without limitation
poultry, eggs, and agricultural products and supplies) (herein
the "Collateral") owned by Cal-Maine Foods, Inc. ("Foods")
which Foods has placed or may from time to time place in the
Contractor's possession are subject to a first priority
security interest granted in favor of an agent (the "Agent")
for a group of banks or other lending institutions who
extended credit to Foods. The Contractor agrees for the
benefit of the Agent that upon the Agent's delivery to the
Contractor of a copy of the security agreement executed by
Foods covering the Collateral, it will release such Collateral
to the Agent named in such security agreement on demand and
will follow any other direction of the Agent with respect to
the Collateral, provided that the Agent pays all of the
Contractor's accrued charges on the Collateral being released
and the Contractor's accrued charges arising in connection
with the Contractor's compliance with the directions of the
Agent. Foods agrees and confirms that the Contractor will not
be liable to Foods in any way for following the Agent's
direction with respect to the Collateral.

(c) Schedule 1 to the Borrower Security Agreement is hereby amended to
read in its entirety as set forth on Schedule 2 hereto.

Section 3.04. Amendment to Mortgages; Maturity Date of Obligations.
Notwithstanding any term or provision regarding the maturity date of the
Obligations contained in any Mortgage to the contrary, each Mortgage is hereby
amended to provide that the Obligations secured thereby mature from time to
time but in no event later than September 30, 2000.

Second Amendment to Loan Documents - Page 11
<PAGE> 137
ARTICLE IV

Amendment to Intercreditor Agreement

Section 4.01. Amendment to Intercreditor Agreement. Effective as
of the date hereof, the following definitions contained in the Intercreditor
Agreement are hereby amended as follows:

(a) The term "Obligations", as defined in the
Intercreditor Agreement, is hereby amended to include without
limitation, the New Obligations.

(b) The term "Credit Agreements", as defined in the
Intercreditor Agreement, is hereby amended to include without
limitation, the New Term Note.

(c) The term "Loan Documents", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, this Amendment and the New Term Note.

(d) The term "Term Obligations", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the New Obligations and the obligations, indebtedness and
liability arising in connection with the Dairy Facility Reimbursement
Agreement.

Section 4.02. Exercise of Rights in Separate Collateral Documents.
Upon the occurrence and during the continuance of any Potential Default or
Event of Default (both as defined in the Intercreditor Agreement) the parties
hereto agree and acknowledge that notwithstanding anything in the Intercreditor
Agreement to the contrary, Rabobank Nederland shall have the exclusive right to
exercise, without the consent of or notice to Trust Company, any or all rights
and remedies available to it under the terms of the Assignment of Leasehold
Interests described on Schedule 1 hereto and under the Deed of Trust, Security
Agreement, Assignment of Rents and Financing Statement described as item (4) on
Schedule 1 hereto (the "Separate Collateral Documents"). Trust Company shall
have no right to direct Rabobank Nederland to exercise any rights or remedies
with respect to the Separate Collateral Documents and shall have no interest in
any proceeds of the collateral described therein.

Second Amendment to Loan Documents - Page 12
<PAGE> 138
ARTICLE V

Ratifications, Representations and Warranties

Section 5.02. Representations and Warranties. To induce Rabobank
Nederland to make the New Term Loan and to induce Rabobank Nederland and Trust
Company to modify the Credit Agreements as herein set forth, the Borrower and
each Guarantor represents and warrants to Rabobank Nederland and Trust Company
that:

(a) The representations and warranties of the Borrower
and each Guarantor contained in the Loan Documents, as amended hereby,
are true and correct on and as of the date hereof as though made on
and as of the date hereof.

(b) No Event of Default (as interpreted in accordance
with Section 2.07 hereof) has occurred and is continuing and no event
or condition has occurred that with the giving of notice or lapse of
time or both would be an Event of Default, and the Borrower and each
Guarantor is in full compliance with all covenants and agreements
binding on them contained in the Loan Documents, as amended hereby.

(c) The execution, delivery, and performance by it of
this Amendment and the New Term Note, as applicable, have been duly
authorized by all requisite action on its part and do not and will not
violate or conflict with its articles of incorporation or bylaws or
any law, rule, or regulation or any

Second Amendment to Loan Documents - Page 13
<PAGE> 139
order, writ, injunction, or decree of any court, governmental
authority, or arbitrator, and do not and will not conflict with,
result in a breach of, or constitute a default under, or result in the
creation or imposition of any Lien (except as provided herein) upon
any of its revenues or assets pursuant to the provisions of any
indenture, mortgage, deed of trust, security agreement, franchise,
permit, license, or other instrument or agreement by which it or any
of its properties is bound.

(d) This Amendment and New Term Note constitute, and the
other Loan Documents as amended hereby to which it is party,
constitute its legal, valid, and binding obligations, enforceable in
accordance with their respective terms, except as limited by
bankruptcy, insolvency, or other laws of general application relating
to the enforcement of creditor's rights.

(f) No statement, information, report, representation, or
warranty made by it in this Amendment or furnished to Rabobank
Nederland or Trust Company in connection with this Amendment or any of
the transactions contemplated hereby contains any untrue statement of
a material fact or omits to state any material fact necessary to make
the statements herein or therein not misleading. There is no fact
known to it which has a material adverse effect, or which might in the
future have a material adverse effect, on its business, condition
(financial or otherwise), operations, prospects, or properties that
has not been disclosed in writing to Rabobank Nederland and Trust
Company.

(g) The proceeds of the New Term Loan will be used to
finance the construction of a new breeder hen farm on the Property (as
defined in the New Term Note) and no such proceeds will be used to
acquire any security in any transaction which is subject to Sections
13 and 14 of the Securities Exchange Act of 1934.

Second Amendment to Loan Documents - Page 14
<PAGE> 140
ARTICLE VI

Miscellaneous

Section 6.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment shall survive the
execution and delivery of this Amendment, and no investigation by Rabobank
Nederland or Trust Company or any closing shall affect the representations and
warranties or the right of Rabobank Nederland or Trust Company to rely upon
them.

Section 6.02. Reference to Loan Documents. Each of the Loan
Documents are hereby amended so that any reference in such Loan Documents to
the Loan Documents amended hereby shall mean a reference to such Loan Documents
as amended hereby.

Section 6.03. Severability. Any provision of this Amendment held
by a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.

Section 6.04. Applicable Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York except to
the extent that the provisions of the Loan Documents are governed by the laws
of another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

Section 6.05. Successors and Assigns. This Amendment is binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns, except neither the Borrower nor any Guarantor may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of Rabobank Nederland and Trust Company.

Section 6.06. Counterparts. This Amendment may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same agreement.

Section 6.07. Effect of Waiver. No consent or waiver, express or
implied, by Rabobank Nederland, the Agent or Trust Company to or for any breach
of or deviation from any covenant,

Second Amendment to Loan Documents - Page 15
<PAGE> 141
condition or duty by the Borrower or any Guarantor shall be deemed a consent or
waiver to or of any other breach of the same or any other covenant, condition
or duty.

Section 6.08. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 6.10. Facility Fee. In consideration of Rabobank Nederland
agreeing to make the New Term Loan, the Borrower agrees to pay Rabobank
Nederland a facility fee in an amount equal to $10,000.00 on the date the New
Term Loan is made.

Executed as of the date first written above.

CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

By:
-----------------------------------------
B.J. Raines
Vice President of Borrower and
each Guarantor

Second Amendment to Loan Documents - Page 16
<PAGE> 142
TRUST COMPANY BANK

By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

COOPERATIEVE CENTRALE RAIFEISSEN-
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH;
individually and as Agent

By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

Second Amendment to Loan Documents - Page 17
<PAGE> 143
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid B.J. Raines, well known by me to be Vice President
of CAL-MAINE FOODS, INC., a Delaware corporation and, CAL-MAINE EGG PRODUCTS,
INC., a Delaware corporation and CAL-MAINE FARMS, INC., a Delaware corporation,
who acknowledged to me that he signed and delivered the above Second Amendment
to Loan Documents for and on behalf of said corporation after having been duly
authorized by said corporations so to do.

Given under my hand and official seal on this ____ day of November
1993.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me that he signed and delivered the above
Second Amendment to Loan Documents for and on behalf of said corporation after
having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of November
1993.

---------------------------------
Notary Public

Second Amendment to Loan Documents - Page 18
<PAGE> 144

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me that he signed and delivered the above
Second Amendment to Loan Documents for and on behalf of said corporation after
having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of November
1993.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of COOPERATIEVE CENTRALE RAIFEISSEN-BOERENLEENBANK
B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized
under the laws of the Nederlands, who acknowledged to me that he signed and
delivered the above Second Amendment to Loan Documents for and on behalf of
said corporation after having been duly authorized by said corporation so to
do.

Second Amendment to Loan Documents - Page 19
<PAGE> 145
Given under my hand and official seal on this ____ day of November
1993.
---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of COOPERATIEVE CENTRALE RAIFEISSEN-BOERENLEENBANK
B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized
under the laws of the Nederlands, who acknowledged to me that he signed and
delivered the above Second Amendment to Loan Documents for and on behalf of
said corporation after having been duly authorized by said corporation so to
do.

Given under my hand and official seal on this ____ day of November
1993.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

Second Amendment to Loan Documents - Page 20
<PAGE> 146
Schedule 1 to Second Amendment to Loan Documents - Page 1 of 2
<PAGE> 147
THIRD AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS THIRD AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as of
July 22, 1994, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE EGG
PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms" and
together with Egg Products herein referred to as the "Guarantors"), TRUST
COMPANY BANK ("Trust Company") and COOPERATIEVE CENTRALE RAIFEISSEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH ("Rabobank
Nederland") and Rabobank Nederland, as agent for itself and Trust Company (in
such capacity as agent, the "Agent").

RECITALS:

A.Borrower, Rabobank and Barclays Bank PLC (New York) ("Barclays") have
entered into that certain Amended and Restated Revolving Credit Agreement dated
as of May 29, 1990 (such Amended and Restated Revolving Credit Agreement, as
the same has been amended, and as the same may be further amended or otherwise
modified, herein referred to as the "Revolving Credit Agreement"). Pursuant to
the Second Amendment to Amended and Restated Revolving Credit Agreement dated
October 1, 1991, Trust Company was substituted as a lender under the Revolving
Credit Agreement in the place of Barclays and Barclays is no longer a party to
the Revolving Credit Agreement.

B.The Borrower and Rabobank have entered into that certain Amended and
Restated Term Loan Agreement dated as of May 29, 1990 (as the same has been
amended, and as the same may be further amended or otherwise modified, herein
the "Term Loan Agreement").

C.The Borrower and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of December 1, 1987 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Egg Facility Reimbursement Agreement").

E.The Borrower has executed and delivered that certain Term Loan Note
dated November 5, 1993 payable to the order of Rabobank Nederland in the
original principal amount of $1,000,000 (as the same may be amended or
otherwise modified, therein the "New Term Note" and the New Term Note,
collectively with the Dairy Facility Reimbursement Agreement, the Revolving
Credit Agreement, the Term Loan Agreement and the Egg Facility Reimbursement
Agreement, herein the "Credit Agreements").
<PAGE> 148
F.To secure certain of the obligations and indebtedness of the Borrower
to each of Rabobank Nederland, Trust Company and the Agent under the Credit
Agreements and the other documents executed in connection therewith, the
Borrower, Sunnyside Eggs, Inc. ("Sunnyside") and the Guarantors executed
certain guaranties, security agreements, deeds of trust, assignment of
leasehold interests and mortgages (as more fully described and identified in
the Credit Agreements, and as the same have been or may hereafter be amended or
otherwise modified, all such guaranties, security agreements, deeds of trust,
assignment of leasehold interests and mortgages other than the Sunnyside
Guaranty and the Sunnyside Security Agreement, are herein referred as the
"Collateral Documents"). The Collateral Documents include, without limitation,
the deeds of trust, mortgages and assignment of leasehold interests described
on Schedule 1 hereto which are filed in the real property records of the
jurisdictions listed on Schedule 1 as indicated therein (the "Mortgages"). The
Mortgage filed in Reno County Kansas encumbers the real property described on
Schedule 2 hereto.

G.Sunnyside has dissolved and is no longer in existence and all of its
assets have been transferred to Borrower, subject to the Liens created by the
Sunnyside Security Agreement and, pursuant to the Second Amendment to Loan
Documents dated as of November 5, 1993, Borrower has assumed all of the
Obligations of Sunnyside under the Sunnyside Security Agreement.

H.To facilitate the collateral arrangements contemplated by the
Collateral Documents, Rabobank Nederland and Barclays have entered into that
certain Intercreditor Agreement dated May 29, 1990 (as such agreement has been
and may hereafter be amended or otherwise modified, herein the "Intercreditor
Agreement"). Barclays assigned all its right, title and interest in and to the
Intercreditor Agreement to Trust Company and Barclays is no longer a party
thereto.

I.The Borrower has requested that Rabobank Nederland amend the Term
Loan Agreement to increase the term loan made pursuant thereto by $3,000,000
(such increase is referred to herein as the "Term Loan Increase").

J.In order to induce Rabobank Nederland to make the Term Loan Increase,
the parties hereto now desire to enter into this Amendment.

Definitions

Section 1.01.Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Term Loan Agreement; provided that the term "Loan Documents" as used herein
and as previously used in the Prior Amendments (hereafter defined) shall have
the meaning as set forth in the Mortgage described as item (3) on Schedule 1
hereto.

ARTICLE II

Amendments to Term Loan Agreement

Section 2.01.Amendment to Section 1.01. Section 1.01 of the Term Loan
Agreement is hereby amended in its entirety to read as follows:

Section 1.01. The Advance. The Bank has made an advance to Borrower
on May 19, 1986 (the "Initial Closing Date") in the original principal amount
of Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Initial
Advance"). The Bank has made an advance to Borrower on the Closing Date (this
and certain other capitalized terms are defined in Section 7.01) in the amount
of Ten Million Six Hundred Three Thousand Five Hundred Dollars ($10,603,500)
(the "Additional Advance" and together with the Initial Advance herein the
"Previous Advances"). As of July 1, 1994, $8,944,000 of the principal amount
of the Previous Advances remains outstanding. The Bank agrees, on the terms
and conditions hereinafter set forth, to make one or more additional advances
(each such additional advance referred to herein as a "Tranche C Advance") to
the Borrower from and including the Third Closing Date to and including
December 31, 1995 in an aggregate amount not to exceed Three Million Dollars
($3,000,000); provided that after giving effect to each Tranche C Advance, the
aggregate principal amount of the Advance shall not exceed the Borrowing Base.
Once repaid, Tranche C Advances may not be reborrowed.

Section 2.02.Amendment to Section 1.02. Section 1.02 of the Term Loan
Agreement is hereby amended by the addition of the following subsections (c)
and (d):

(c)Each Tranche C Advance shall be made on at least two Business Days
notice from the Borrower to the Bank specifying the date (which shall be a
Business Day) and amount thereof and selecting the Interest Period or Periods
therefore pursuant to Section 1.03. Not later than 2:00 p.m. (New York City
time) on the date of each such advance and upon fulfillment of the conditions
set forth in Article III applicable to Tranche C Advances, the Bank will make
the applicable Tranche C Advance available to the Borrower in United States
dollars (i) in same day funds at the Bank's address referred to in Section 8.02
or (ii) by wire transfer of immediately available funds for the account of the
<PAGE> 150
Borrower or such other person as the Borrower shall designate in
writing in a bank with an account in the Federal Reserve wire system. Each
Tranche C Advance will be made available per clause (i) unless the Borrower
shall designate in the notice referred to above in this subsection (c) the
information necessary for the Bank to wire the Tranche C Advance in accordance
with clause (ii). Each Tranche C Advance shall be in a minimum amount of Five
Hundred Thousand Dollars ($500,000).

(d)The notice specified in subsection (c) of this Section 1.02 shall be
irrevocable and binding on the Borrower and the Borrower will indemnify the
Bank against any loss or expense incurred by the Bank as a result of any
failure to fulfill on or before the date of each proposed Tranche C Advance the
conditions set forth in Article III applicable to Tranche C Advances
(including, without limitation, any loss [including loss of anticipated
profits] or expense incurred by the liquidation or reemployment of deposits or
other funds acquired by the Bank to fund the Tranche C Advance to be made by
the Bank if a Tranche C Advance, as a result of such failure, is not made on
the date such Tranche C Advance is requested).

Section 2.03.Amendment to Section 1.03. Section 1.03 of the Term Loan
Agreement is hereby amended in its entirety to read as follows:

Section 1.03. Interest. (a) Rate The unpaid principal amount of each
Fixed Rate Advance shall bear interest prior to maturity at the rate per annum
equal to Term Federal Funds Rate (hereafter defined) plus (i) in the case of
Fixed Rate Advances applicable to the Previous Advances, 1.65% and (ii) in the
case of Fixed Rate Advance applicable to the Tranche C Advances, 1.50%;
provided that such rate shall in no event be higher than the maximum interest
rate permitted by law. All past due principal and interest shall bear interest
at the Default Rate provided that such rate shall in no event be higher than
the maximum interest rate permitted by law.

(b) Payment of Interest. The Borrower shall pay interest on the
unpaid principal amount of the Advance quarterly on the last Business Day of
each June, September, December and March commencing June 29, 1990 until and
including March 31, 2000 and on June 30, 2000.

(c) Continuations. Subject to the terms and provisions hereof,
Borrower shall have the right from time to time to continue the Interest Period
relating to any Fixed Rate Advance for an Interest Period applicable to the
whole amount of such Fixed Rate Advance or an Interest Period applicable to the
aggregate amount of any Fixed Rate Advances or for different Interest Periods
relating to any portion of such Fixed Rate Advance (each such aggregation or
portion becoming a Fixed Rate Advance) by giving Bank notice by not later than
2:00 p.m (New York, New York time) one Business Day prior to the first day of
the applicable Interest Period, specifying: (i) the continuation date, (ii) the
<PAGE> 151
amount of the Fixed Rate Advance or Fixed Rate Advances to be continued; and
(iii) the duration of the applicable Interest Period or Interest Periods. If
Borrower shall fail to give Bank the notice as specified above for continuation
prior to the end of an Interest Period, such Interest Period shall
automatically be continued on the last day thereof for an Interest Period of
thirty (30) days with the same principal amount of the Advance attributable
thereto.

(d) Definitions. As used in this Section 1.03 the following terms
shall have the following meaning:

"Fixed Rate Advance" means any principal portion of the Advance the
amount of which is selected by Borrower to be subject to an Interest Period in
accordance with clause (c) above or which is, prior to the Third Closing Date,
subject to an Interest Period; provided, however, (a) the principal amount of
each Fixed Rate Advance shall be in a minimum amount equal to $500,000, and (b)
Fixed Rate Advances applicable to the Previous Advances and the Tranche C
Advances shall be selected separately and no Fixe Rate Advance shall be made up
of principal outstanding under the Previous Advance and principal outstanding
under the Tranche C Advances.

"Interest Period" means with respect to any Fixed Rate Advance, each
period commencing on the date such advance is made and in the case of each
subsequent, successive Interest Period, the last day of the next proceeding
Interest Period with respect to such advance, and ending on the numerically
corresponding day in the first, third, sixth or twelfth month thereafter as
Borrower may select as provided in subsection (c) above or if the Bank shall,
in its sole discretion, determine that funds are available to it for periods
longer than twelve months, such longer period as the Borrower shall select
after consultation with the Bank. Notwithstanding the foregoing: (i) each
Interest Period which would otherwise end on a day which is not a Business Day
shall end on the next succeeding Business Day; (ii) no Interest Period
applicable to the Advance may extend beyond a principal repayment date unless,
after giving effect thereto, the aggregate principal amount of the Fixed Rate
Advances having Interest Periods that end after such principal payment date
shall be equal to or less than the principal amount of the Advance to be
outstanding hereunder after such principal repayment date; and (iii) any
Interest Period which would otherwise extend beyond June 30, 2000 shall end on
June 30, 2000.

"Term Federal Funds Rate" means the rate per annum at which the Bank,
as a branch of a foreign bank, in its sole discretion, can acquire federal
funds in the interbank term federal funds market in New York City through
brokers of recognized standing on the first day of the Interest Period for the
applicable Fixed Rate Advance for a period equal to such Interest Period for
such Fixed Rate Advance and in the amount of such Fixed Rate Advance. For
purposes of calculating the Default Rate, the applicable Interest Period shall
be one day and the applicable Fixed Rate Advance
<PAGE> 152
shall be equal to the amounts which are to accrue interest at the
Default Rate.

Section 2.04.Amendment to Section 1.06. Section 1.06 of the Term Loan
Agreement is hereby amended by adding the following sentence to the end
thereof:

The proceeds of the Tranche C Advances shall be used to finance the
improvements to the in-line laying facility at the Borrower's Bethune, South
Carolina plant.

Section 2.05.Amendment to Article III. Article III of the Term Loan
Agreement is hereby amended by the addition of the following Sections 3.02 and
3.03:

Section 3.02. Conditions Precedent to the Initial Tranche C Advance.
The obligation of Bank to make the initial Tranche C Advance is subject to the
satisfaction of all the conditions set forth below on or before the Third
Closing Date:

(a)Each of the Loan Parties shall have performed in all material
respects all agreements which the Loan Documents provide shall be performed on
or before the Third Closing Date by such Loan Party.

(b)Borrower shall cause to be delivered to Bank the documents listed
below, each, unless otherwise noted, dated the Third Closing Date, duly
executed, in form and substance reasonably satisfactory to Bank and in
quantities designated by Bank (except for the Amended and Restated Note, of
which only the original shall be signed).

(1)An amended and restated promissory note in the maximum principal
amount of the Advance in the form of Exhibit A (the "Amended and Restated Term
Note" which Amended and Restated Term Note is a "Note" as defined herein).

(2)Certified copies of (i) resolutions of the Board of Directors of the
Borrower evidencing approval of that certain Third Amendment to Loan Documents
(including Modifications to Mortgages and Deeds of Trust) (the "Amendment"),
the Amended and Restated Term Note and each other Loan Document delivered in
connection with the Amendment to which it is a party (collectively the
"Amendment Documents"), and the matters contemplated thereby, (ii) resolutions
of each other Loan Party evidencing approval of each Amendment Document to
which it is a party and the matters contemplated thereby, and (iii) all
documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to each such Amendment Document;

(3)A certificate of the Secretary or an Assistant Secretary of each
Loan Party certifying the names and true signatures of the officers of such
Loan Party authorized to sign each Amendment Document to which it is a party to
the extent such officers have changed since the Closing Date. The Bank may
conclusively rely on each such certificate until it shall receive a further
<PAGE> 153
certificate of the Secretary or an Assistant Secretary of the
respective Loan Party canceling, amending or replacing the prior certificate;
and

(4)A favorable opinion of counsel for the Loan Parties, in form and
substance acceptable to the Bank and addressing such matters as the Bank may
reasonably request.

(c)The Bank shall have received a fee in the amount of Thirty Thousand
Dollars ($30,000) payable by the Borrower to the Bank in United States dollars
and in immediately available funds in consideration for the Bank's commitment
to make the Tranche C Advances available to the Borrower.

Section 3.03.Conditions Precedent to All Tranche C Advances. The
obligation of the Bank to make each Tranche C Advance (including the initial
Tranche C Advance) shall be subject to the further conditions precedent that on
the date of each such Tranche C Advance, both immediately before and
immediately after given effect thereto, (a) the following statements shall be
true and the acceptance by the Borrower of the proceeds of each such Tranche C
Advance shall constitute a representation and warranty by each Loan Party (as
to each Loan Document to which it is a party), that:

(i)The representations and warranties contained in this Agreement and
contained in each other Loan Document are correct on and as of the date of such
Tranche C Advance as though made on and as of the such date,

(ii)No event has occurred and is continuing, or would result from such
Tranche C Advance which constitutes an Event of Default or would constitute an
Event of Default but for the requirement that notice be given or time elapse or
both,

(iii)The aggregate principal amount of the Advance outstanding, after
giving effect to such Tranche C Advance, does not exceed the Borrowing Base.

and (b) the Bank shall have received such other approvals, opinions or
documents as it may reasonably request.

Section 2.06.Amendment to Section 4.01(k). Section 4.01(k) of the Term
Loan Agreement is hereby amended to add the following sentence to the end
hereof:

The proceeds of the Tranche C Advances shall be used to finance
improvements to the in-line laying facility at the Borrower's Bethune, South
Carolina plant.

Section 2.07.Amendment to Section 6.01. The phrase "Additional
Advance" as used in Section 6.01 of the Term Loan Agreement is hereby amended
to mean, for purposes of Section 6.01 only, the Tranche C Advances.
<PAGE> 154
Section 2.08.Amendment to Existing Definitions in Section 7.01. The
definition of the quoted terms set forth below which are set out in Section
7.01 of the Term Loan Agreement are hereby amended in their entirety to read as
follows:

"Advance" means, collectively the Previous Advances and the Tranche C
Advances.

"Interest Period" has the meaning set forth in Section 1.03.

"Note" means the note described in Section 1.05, and all amendments,
restatements, extensions and other modifications thereof.

"Term Federal Funds Rate" has the meaning set forth in Section 1.03.

Section 2.09.Addition of Defined Terms to Section 7.10 . Section 7.01
of the Term Loan Agreement is further amended by the addition of the following
definitions:

"Fixed Rate Advance" has the meaning set forth in Section 1.03.

"Previous Advances" has the meaning set forth in Section 1.01.

"Tranche C Advance" has the meaning set forth in Section 1.01.

"Third Closing Date" means July 22, 1994.

Section 2.10.Amendment to Section 8.04(b). The phrase "the Interest
Period" in the sixth line of Section 8.04(b) of the Term Loan Agreement is
hereby amended to read "an Interest Period".

Section 2.11. Amendment to Exhibit A. Exhibit A to the Term Loan
Agreement is amended in its entirety to read as set forth on Exhibit A attached
hereto.

ARTICLE III

Amendments to Collateral Documents
(Including the Mortgages)

Section 3.01.Amendment to Obligations. Effective as of the date
hereof, each Collateral Document (including the Mortgages) is hereby amended to
provide that the obligations secured or guaranteed thereby include without
limitation, the obligations, indebtedness and liability of the Borrower arising
in connection with the Term Loan Increase, under this Amendment and under the
Amended and Restated Term Note, whether for principal, interest, fees
(including attorneys' fees), premium, commissions, expenses or otherwise
(collectively, the "New Obligations") and in furtherance of the foregoing, the
parties hereto agree to and acknowledge the following:
<PAGE> 155
(a)The term "Credit Agreements" as defined in each Collateral Document
includes, without limitation, the Term Loan Agreement as amended hereby; the
term "Loan Documents", as defined in each Collateral Document includes, without
limitation, this Amendment and the Amended and Restated Term Note; the term
"Term Loan Advance" and the term "Advances" as defined in each Collateral
Document includes, without limitation, each Tranche C Advance; and the term
"Notes" as defined in each Collateral Document includes, without limitation,
the Amended and Restated Term Note.

(b)The term "Obligations" as defined in each Collateral Document
includes, without limitation, the "New Obligations".

(c)The Collateral Pledge Agreement dated October 17, 1984, executed by
Borrower, Cal-Maine Farms and Egg Products, as the same has been amended, shall
secure, in addition to the other obligations secured thereby, the New
Obligations and upon any Event of Default, the Agent shall have the right, but
not the duty, to exercise all remedies provided for in the Collateral Pledge
Agreement on behalf of Trust Company and itself.

Section 3.02.Amendment to Borrower Security Agreement. Schedule 1 to the
Borrower Security Agreement is hereby amended to read in its entirety as set
forth on Schedule 3 hereto.

Section 3.03Ratification of Assignment of Leasehold. The Borrower and each
Guarantor agree and acknowledge that the term "Collateral Documents" as defined
in that certain Amendment to Loan Documents dated May 1, 1992 among Sunnyside
and the parties hereto incudes, without limitation, that certain Assignment of
Leasehold Interests described as item (5) in Schedule 1 hereto.

ARTICLE IV

Amendment to Intercreditor Agreement

Section 4.01.Amendment to Intercreditor Agreement. Effective as of the
date hereof, the following definitions contained in the Intercreditor Agreement
are hereby amended as follows:

(a)The term "Obligations", as defined in the Intercreditor Agreement,
is hereby amended to include, without limitation, the New Obligations.

(b)The term "Credit Agreements", as defined in the Intercreditor
Agreement, is hereby amended to include, without limitation, the Term Loan
Agreement as amended by this Amendment.

(c)The term "Loan Documents", as defined in the Intercreditor Agreement
is hereby amended to include, without limitation, this Amendment and the
Amended and Restated Term Note.

(d)The term "Term Obligations", as defined in the Intercreditor
Agreement is hereby amended to include, without limitation, the New
Obligations.
<PAGE> 156
ARTICLE V

Ratifications, Representations and Warranties

Section 5.01.Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Loan Documents and except as expressly modified and superseded
by this Amendment, the terms and provisions of the Loan Documents (including
all amendments thereto which include, without limitation, that certain
Amendment to Loan Documents dated May 1, 1992 and that certain Second Amendment
to Loan Documents dated November 5, 1993, both as filed in the real property
records where the Mortgages are filed as described on Schedule 1 [the "Previous
Amendments"] and each of which are hereby incorporated herein by this reference
as if set forth herein in their entirety) are ratified and confirmed and shall
continue in full force and effect. The liens, security interests and
assignments created and evidenced by the Loan Documents are valid and existing
liens, security interests and assignments of the respective priority recited in
the Loan Documents and no party hereto has any claims, offsets, defenses or
counterclaims to the terms and provisions of the Loan Documents or arising out
of any acts or omissions of any party with respect thereto. Each of the
parties hereto agree that the Loan Documents, as amended hereby and by the
other Previous Amendments, shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms.

Section 5.02.Representations and Warranties. To induce Rabobank
Nederland and Trust Company to modify the Loan Documents as herein set forth,
the Borrower and each Guarantor represents and warrants to Rabobank Nederland
and Trust Company that:

(a)The representations and warranties of the Borrower and each
Guarantor contained in the Loan Documents, as amended hereby, are true and
correct on and as of the date hereof as though made on and as of the date
hereof.

(b)No Event of Default has occurred and is continuing and no event or
condition has occurred that with the giving of notice or lapse of time or both
would be an Event of Default, and the Borrower and each Guarantor is in full
compliance with all covenants and agreements binding on them contained in the
Loan Documents, as amended hereby.

(c)The execution, delivery, and performance by it of this Amendment and
the Amended and Restated Term Note, as applicable, have been duly authorized by
all requisite action on its part and do not and will not violate or conflict
with its articles of incorporation or bylaws or any law, rule, or regulation or
any order, writ, injunction, or decree of any court, governmental authority, or
arbitrator, and do not and will not conflict with, result in a breach of, or
constitute a default under, or result in the creation or imposition of any Lien
(except as provided herein) upon any of its revenues or assets pursuant to the
<PAGE> 157
provisions of any indenture, mortgage, deed of trust, security
agreement, franchise, permit, license, or other instrument or agreement by
which it or any of its properties is bound.

(d)This Amendment and the Amended and Restated Term Note constitute its
legal, valid, and binding obligations, enforceable in accordance with their
respective terms, except as limited by bankruptcy, insolvency, or other laws of
general application relating to the enforcement of creditor's rights.

(f)No statement, information, report, representation, or warranty made
by it in this Amendment or furnished to Rabobank Nederland or Trust Company in
connection with this Amendment or any of the transactions contemplated hereby
contains any untrue statement of a material fact or omits to state any material
fact necessary to make the statements herein or therein not misleading. There
is no fact known to it which has a material adverse effect, or which might in
the future have a material adverse effect, on its business, condition
(financial or otherwise), operations, prospects, or properties that has not
been disclosed in writing to Rabobank Nederland and Trust Company.

ARTICLE VI

Miscellaneous

Section 6.01.Survival of Representations and Warranties. All
representations and warranties made in this Amendment shall survive the
execution and delivery of this Amendment, and no investigation by Rabobank
Nederland or Trust Company or any closing shall affect the representations and
warranties or the right of Rabobank Nederland or Trust Company to rely upon
them.

Section 6.02.Reference to Loan Documents. Each of the Loan Documents
are hereby amended so that any reference in such Loan Documents to the Loan
Documents amended hereby shall mean a reference to such Loan Documents as
amended hereby.

Section 6.03.Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

Section 6.04.Applicable Law. This Amendment shall be governed by and
construed in accordance with the laws of the state of New York except to the
extent that the provisions of the Loan Documents are governed by the laws of
another state, the
<PAGE> 158
amendment to those provisions pursuant hereto shall be governed by the
laws of such other state.

Section 6.05.Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns, except neither the Borrower nor any Guarantor may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of Rabobank Nederland and Trust Company.

Section 6.06.Counterparts. This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same agreement.

Section 6.07.Effect of Waiver. No consent or waiver, express or
implied, by Rabobank Nederland, the Agent or Trust Company to or for any breach
of or deviation from any covenant, condition or duty by the Borrower or any
Guarantor shall be deemed a consent or waiver to or of any other breach of the
same or any other covenant, condition or duty.

Section 6.08.Headings. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 6.09.Entire Agreement. This Amendment and all other
instruments, documents and agreements executed and delivered in connection with
this Amendment embody the final, entire agreement among the parties hereto and
supersede any and all prior commitments, agreements, representations and
understandings, whether written or oral, relating to this Amendment, and may
not be contradicted or varied by evidence of prior, contemporaneous or
subsequent oral agreements or discussions of the parties hereto.
<PAGE> 159
Executed as of the date first written above.

<TABLE>
<S> <C>
Attest: CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

BY:
----------------------------------------------------- -------------------------------------------------
James H. Neeld, III B. J. Raines
Assistant Secretary Vice President of Borrower and each
Guarantor
(Seal of Cal-Maine Foods)

(Seal of Cal-Maine Farms)

(Seal of Cal-Maine Egg Products, Inc.)

Signed and acknowledged in the presence of:

-----------------------------------------------------
Witness

-----------------------------------------------------
Witness
</TABLE>
<PAGE> 160
<TABLE>
<S> <C>
Signed and acknowledged in the presence of: TRUST COMPANY BANK

-----------------------------------------------------
Witness BY:
-------------------------------------------------
Name:
--------------------------------------
Title:
----------------------------------------------------- --------------------------------------
Witness

BY:
-------------------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------

Signed and acknowledged in the presence of: COOPERATIEVE CENTRALE RAIFEISSEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH; individually
and as Agent

By:
-------------------------------------------------
Jess E. Jarratt
----------------------------------------------------- Vice President
Witness

-----------------------------------------------------
Witness By:
-------------------------------------------------
Name:
--------------------------------------------
Title:
-------------------------------------------
</TABLE>
<PAGE> 161
STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, B.J. Raines, well known by me to be Vice President
of CAL-MAINE FOODS, INC., a Delaware corporation and, CAL-MAINE EGG PRODUCTS,
INC., a Delaware corporation and CAL-MAINE FARMS, INC., a Delaware corporation,
who acknowledged to me, being informed of the contents hereof, that he signed,
executed and delivered the above Third Amendment to Loan Documents for and on
behalf of said corporation voluntarily and for the consideration, uses and
purposes therein mentioned after having been duly authorized by said
corporations so to do.

Given under my hand and official seal on this ____ day of July 1994.

Notary Public

My Commission Expires:

STATE OF MISSISSIPPI Section
Section
COUNTY OF HINDS Section

I, _______________, a Notary Public in and for said County and State,
certify that James H. Neeld, III personally appeared before me this day and
acknowledged that he is an Assistant Secretary of CAL-MAINE FOODS, INC.,
CAL-MAINE EGG PRODUCTS, INC. AND CAL-MAINE FARMS, INC., each a Delaware
corporation, and that by authority duly given and as the act of each
corporation, the foregoing instrument was signed in each such corporations'
name by its Vice President, sealed with its corporate seal and attested by
himself as Assistant Secretary of each such corporation.

WITNESS my hand and notarial seal, this the _______ day of _________,
1994.

(S E A L)
Notary Public - State of
My Commission Expires:

Printed Name of Notary Public
<PAGE> 162
STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of July 1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of July 1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
<PAGE> 163
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, Jess E. Jarratt, well known by me to be a Vice
President of COOPERATIEVE CENTRALE RAIFEISSEN-BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH, a banking cooperative organized under the laws of
the Netherlands, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of July 1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known
by me to be ________________________, of COOPERATIEVE CENTRALE
RAIFEISSEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking
cooperative organized under the laws of the Netherlands, who acknowledged to
me, being informed of the contents hereof, that he signed, executed and
delivered the above Third Amendment to Loan Documents for and on behalf of said
corporation voluntarily and for the consideration, uses and purposes therein
mentioned after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of July 1994.

Notary Public

My Commission Expires:
<PAGE> 164

FOURTH AMENDMENT TO LOAN DOCUMENTS

THIS FOURTH AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as of
December 31, 1994, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE
EGG PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"
and together with Egg Products herein referred to as the "Guarantors"), TRUST
COMPANY BANK ("Trust Company") and COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH ("Rabobank") and
Rabobank, as agent for itself and Trust Company (in such capacity as agent, the
"Agent").

RECITALS:

A.Borrower, Rabobank and Barclays Bank PLC (New York) ("Barclays") have
entered into that certain Amended and Restated Revolving Credit Agreement dated
as of May 29, 1990 (such Amended and Restated Revolving Credit Agreement, as
the same has been amended, and as the same may be further amended or otherwise
modified, herein referred to as the "Revolving Credit Agreement"). Pursuant to
the Second Amendment to Amended and Restated Revolving Credit Agreement dated
October 1, 1991, Trust Company was substituted as a lender under the Revolving
Credit Agreement in the place of Barclays and Barclays is no longer a party to
the Revolving Credit Agreement.

B.The Borrower and Rabobank have entered into that certain Amended and
Restated Term Loan Agreement dated as of May 29, 1990 (as the same has been
amended, and as the same may be further amended or otherwise modified, herein
the "Term Loan Agreement").

C.The Borrower and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of December 1, 1987 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Egg Facility Reimbursement Agreement").

D.The Borrower and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of May 1, 1992 (as the same may be
amended or otherwise modified, herein the "Dairy Facility Reimbursement
Agreement" and the Dairy Facility Reimbursement Agreement collectively with the
Revolving Credit Agreement, the Term Loan Agreement and the Egg Facility
Reimbursement Agreement, herein the "Credit Agreements").

E.The Borrower has executed and delivered that certain Term Loan Note
dated November 5, 1993 payable to the order of Rabobank in the original
principal amount of $1,000,000 (as the same may be amended or otherwise
modified, therein the "New Term Note").
<PAGE> 165
F.To secure certain of the obligations and indebtedness of the Borrower
to each of Rabobank, Trust Company and the Agent under the Credit Agreements,
the New Term Note and the other documents executed in connection therewith, the
Borrower, Sunnyside Eggs, Inc. ("Sunnyside") and the Guarantors executed
certain guaranties, security agreements, deeds of trust, assignment of
leasehold interests and mortgages (as more fully described and identified in
the Credit Agreements, and as the same have been or may hereafter be amended or
otherwise modified, all such guaranties, security agreements, deeds of trust,
assignment of leasehold interests and mortgages other than the Sunnyside
Guaranty and the Sunnyside Security Agreement, are herein referred as the
"Collateral Documents"). The Collateral Documents include, without limitation,
the deeds of trust, mortgages and assignment of leasehold interests described
on Schedule 1 hereto which are filed in the real property records of the
jurisdictions listed on Schedule 1 as indicated therein (the "Mortgages"). The
Mortgage filed in Reno County Kansas encumbers the real property described on
Schedule 2 hereto.

H.To facilitate the collateral arrangements contemplated by the
Collateral Documents, Rabobank and Barclays have entered into that certain
Intercreditor Agreement dated May 29, 1990 (as such agreement has been and may
hereafter be amended or otherwise modified, herein the "Intercreditor
Agreement"). Barclays assigned all its right, title and interest in and to the
Intercreditor Agreement to Trust Company and Barclays is no longer a party
thereto.

I.The Borrower has requested that Rabobank and Trust Company amend the
Revolving Credit Agreement to extend the Termination Date thereunder and amend
all the Credit Agreements to change the cash flow coverage ratio covenant set
forth therein. In order to induce Rabobank and Trust Company to agree to such
amendments, the parties hereto now desire to enter into this Amendment.

ARTICLE I

Definitions

Section 1.01.Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Revolving Credit Agreement;
<PAGE> 166
provided that the term "Loan Documents" as used herein shall have the
meaning as set forth in the Mortgage described as item (3) on Schedule 1
hereto.

ARTICLE II

Amendments

Section 2.01.Amendment to Section 7.01 of the Revolving Credit
Agreement. The definition of the term "Termination Date" set forth in Section
7.01 of the Revolving Credit Agreement is hereby amended in its entirety to
read as follows:

"Termination Date" means December 31, 1996 or the earlier date of the
termination in whole of the Commitment pursuant to Sections 1.04 or 6.02.

Section 2.02.Cash Flow Coverage Ratio. The positive cash flow coverage
ratio covenant added to each of the Credit Agreements pursuant to that certain
Second Amendment to Loan Documents (including modifications to Mortgages and
Deeds of Trust) dated November 15, 1993 among the parties hereto, is hereby
amended in each Credit Agreement to read in its entirety as follows:

Cash Flow Coverage Ratio. Maintain a ratio of Operating Cash Flow to
Fixed Charges of 1.25 to 1.0. As used herein the following terms shall have
the following meanings:

"Fixed Charges" means, as of any date of determination, the sum of the
following for the Borrower and the Subsidiaries (calculated without duplication
on a consolidated basis) for the completed four quarter period immediately
proceeding the date of determination: (i) all cash interest paid or payable for
such period; and (ii) the current maturities of long term Debt as carried on
the Borrower's consolidated balance sheet as of the date of determination
(including payments made under capital leases).

"Operating Cash Flow" means, as of any date of determination, the sum
of (A) plus (B), with

(A) equal to the quotient obtained by dividing by 3 the sum of (i) the
net income of Borrower and the Subsidiaries determined on a consolidated basis
for the completed twelve quarter period immediately proceeding the date of
determination plus (ii), to the extent deducted in determining net income, all
cash franchise and income taxes paid or payable by Borrower and the
Subsidiaries during the completed twelve quarter period immediately proceeding
the date of determination and with

(B) equal to the sum of, but without duplication and only in each case
to the extent deducted in determining net income, (i) depreciation and
amortization expenses for the completed four quarter period immediately
proceeding the date of determination; plus (ii) all cash interest paid or
payable by Borrower and the
<PAGE> 167
Subsidiaries for the completed fourth quarter period immediately
proceeding the date of determination;

ARTICLE III

Ratifications, Representations and Warranties

Section 3.01.Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Loan Documents and except as expressly modified and superseded
by this Amendment, the terms and provisions of the Loan Documents (including
all amendments thereto which include, without limitation, that certain
Amendment to Loan Documents dated May 1, 1992, that certain Second Amendment to
Loan Documents dated November 5, 1993 and that certain Third Amendment to Loan
Documents dated July 22, 1994, all as filed in the real property records where
the Mortgages are filed as described on Schedule 1 [the "Previous Amendments"]
and each of which are hereby incorporated herein by this reference as if set
forth herein in their entirety) are ratified and confirmed and shall continue
in full force and effect. The liens, security interests and assignments
created and evidenced by the Loan Documents are valid and existing liens,
security interests and assignments of the respective priority recited in the
Loan Documents and no party hereto has any claims, offsets, defenses or
counterclaims to the terms and provisions of the Loan Documents or arising out
of any acts or omissions of any party with respect thereto. Each of the
parties hereto agree that the Loan Documents, as amended hereby and by the
other Previous Amendments, shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms.

Section 3.02.Representations and Warranties. To induce Rabobank and
Trust Company to modify the Loan Documents as herein set forth, the Borrower
and each Guarantor represents and warrants to Rabobank and Trust Company that:

(a)The representations and warranties of the Borrower and each
Guarantor contained in the Loan Documents, as amended hereby, are true and
correct on and as of the date hereof as though made on and as of the date
hereof.

(c)The execution, delivery, and performance by it of this Amendment
have been duly authorized by all requisite action on its part and do not and
will not violate or conflict with its articles of incorporation or bylaws or
any law, rule, or regulation or any order, writ, injunction, or decree of any
court, governmental authority, or arbitrator, and do not and will
<PAGE> 168
not conflict with, result in a breach of, or constitute a default
under, or result in the creation or imposition of any Lien (except as provided
herein) upon any of its revenues or assets pursuant to the provisions of any
indenture, mortgage, deed of trust, security agreement, franchise, permit,
license, or other instrument or agreement by which it or any of its properties
is bound.

(d)This Amendment constitutes its legal, valid, and binding
obligations, enforceable in accordance with their respective terms, except as
limited by bankruptcy, insolvency, or other laws of general application
relating to the enforcement of creditor's rights.

(f)No statement, information, report, representation, or warranty made
by it in this Amendment or furnished to Rabobank or Trust Company in connection
with this Amendment or any of the transactions contemplated hereby contains any
untrue statement of a material fact or omits to state any material fact
necessary to make the statements herein or therein not misleading. There is no
fact known to it which has a material adverse effect, or which might in the
future have a material adverse effect, on its business, condition (financial or
otherwise), operations, prospects, or properties that has not been disclosed in
writing to Rabobank and Trust Company.

ARTICLE VI

Miscellaneous

Section 4.01.Survival of Representations and Warranties. All
representations and warranties made in this Amendment shall survive the
execution and delivery of this Amendment, and no investigation by Rabobank or
Trust Company or any closing shall affect the representations and warranties or
the right of Rabobank or Trust Company to rely upon them.

Section 4.02.Reference to Credit Agreements. Each of the Loan
Documents are hereby amended so that any reference in such Loan Documents to
the Credit Agreements shall mean a reference to such Credit Agreements as
amended hereby.

Section 4.03.Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of
<PAGE> 169
this Amendment and the effect thereof shall be confined to the
provision so held to be invalid or unenforceable.

Section 4.04.Applicable Law. This Amendment shall be governed by and
construed in accordance with the laws of the state of New York except to the
extent that the provisions of the Loan Documents are governed by the laws of
another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

Section 4.05.Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns, except neither the Borrower nor any Guarantor may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of Rabobank and Trust Company.

Section 4.06.Counterparts. This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same agreement.

Section 4.07.Effect of Waiver. No consent or waiver, express or
implied, by Rabobank, the Agent or Trust Company to or for any breach of or
deviation from any covenant, condition or duty by the Borrower or any Guarantor
shall be deemed a consent or waiver to or of any other breach of the same or
any other covenant, condition or duty.

Section 4.08.Headings. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 4.09.Entire Agreement. This Amendment and all other
instruments, documents and agreements executed and delivered in connection with
this Amendment embody the final, entire agreement among the parties hereto and
supersede any and all prior commitments, agreements, representations and
understandings, whether written or oral, relating to this Amendment, and may
not be contradicted or varied by evidence of prior, contemporaneous or
subsequent oral agreements or discussions of the parties hereto.

Executed as of the date first written above.
<PAGE> 170
<TABLE>
<S> <C>
Attest: CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

(Seal of Cal-Maine Farms)

(Seal of Cal-Maine Egg Products, Inc.)

Signed and acknowledged in the presence of:

-----------------------------------------------------
Witness

-----------------------------------------------------
Witness
</TABLE>
<PAGE> 171
<TABLE>
<S> <C>
Signed and acknowledged in the presence of: TRUST COMPANY BANK

BY:
-------------------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------

Signed and acknowledged in the presence of: COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH; individually
and as Agent

By:
-------------------------------------------------
Jess E. Jarratt
----------------------------------------------------- Vice President
Witness

-----------------------------------------------------
Witness By:
-------------------------------------------------
Name:
--------------------------------------------
Title:
-------------------------------------------
</TABLE>
<PAGE> 172
STATE OF ____________Section
Section
COUNTY OF ___________Section

Given under my hand and official seal on this ____ day of December
1994.

Notary Public

My Commission Expires:

STATE OF MISSISSIPPI Section
Section
COUNTY OF HINDS Section

WITNESS my hand and notarial seal, this the _______ day of December
1994.

(S E A L)
Notary Public - State of
My Commission Expires:

Printed Name of Notary Public
<PAGE> 173
STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of December
1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of December
1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
<PAGE> 174
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, Jess E. Jarratt, well known by me to be a Vice
President of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH, a banking cooperative organized under the laws of
the Netherlands, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of December
1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized
under the laws of the Netherlands, who acknowledged to me, being informed of
the contents hereof, that he signed, executed and delivered the above Third
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of December
1994.

Notary Public

My Commission Expires:
<PAGE> 175

FIFTH AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS FIFTH AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as of
April 14, 1995, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE EGG
PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms" and
together with Egg Products herein referred to as the "Guarantors"), TRUST
COMPANY BANK ("TCB"), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH ("Rabobank"), HARRIS TRUST AND SAVINGS
BANK ("Harris" and collectively with Rabobank and Trust Company, herein the
"Banks") and Rabobank, as agent for itself and TCB (in such capacity as agent,
the "Agent").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") have entered into that certain Amended and Restated Revolving
Credit Agreement dated as of May 29, 1990 (such Amended and Restated Revolving
Credit Agreement, as the same has been amended, and as the same may be further
amended or otherwise modified, herein referred to as the "Revolving Credit
Agreement"). Pursuant to the Second Amendment to Amended and Restated
Revolving Credit Agreement dated October 1, 1991, TCB was substituted as a
lender under the Revolving Credit Agreement in the place of Barclays and
Barclays is no longer a party to the Revolving Credit Agreement.

E. The Borrower has executed and delivered that certain Term Loan
Note dated November 5, 1993 payable to the order of Rabobank in the original
principal amount of $1,000,000 (as the same may be amended or otherwise
modified, therein the "New Term Note" and the New Term Note, collectively with
the Dairy Facility Reimbursement Agreement, the Revolving Credit Agreement, the
Term Loan Agreement and the Egg Facility Reimbursement Agreement, herein the
"Existing Credit Agreements").
<PAGE> 176

F. To secure certain of the obligations and indebtedness of the
Borrower to each of Rabobank, TCB and the Agent under the Existing Credit
Agreements and the other documents executed in connection therewith, the
Borrower and the Guarantors executed certain guaranties, security agreements,
deeds of trust, assignment of leasehold interests and mortgages (as more fully
described and identified in the Existing Credit Agreements, and as the same
have been or may hereafter be amended or otherwise modified, all such
guaranties, security agreements, deeds of trust, assignment of leasehold
interests and mortgages are herein referred as the "Collateral Documents"; the
properties in which liens are granted pursuant thereto, herein the
"Collateral"; all the Collateral Documents excluding the deed of trust
described as item (4) on Schedule 1 hereto and the assignments of leasehold
interest described as items (5) and (6) on Schedule 1 hereto, herein the
"Shared Collateral Documents"; and the properties in which liens are granted
pursuant to the Shared Collateral Documents herein the "Shared Collateral").
The Collateral Documents include, without limitation, the deeds of trust,
mortgages and assignments of leasehold interest described on Schedule 1 hereto
which are filed in the real property records of the jurisdictions listed on
Schedule 1 as indicated therein (the "Mortgages"). The Mortgage filed in Reno
County Kansas encumbers the real property described on Schedule 2 hereto.

G. To facilitate the collateral arrangements contemplated by the
Shared Collateral Documents, Rabobank and Barclays have entered into that
certain Intercreditor Agreement dated May 29, 1990 (as such agreement has been
and may hereafter be amended or otherwise modified, herein the "Original
Intercreditor Agreement"). Barclays assigned all its right, title and interest
in and to the Original Intercreditor Agreement to TCB and Barclays is no longer
a party thereto.

H. The Borrower and the Guarantors have requested that Harris
extend credit to Borrower pursuant to that certain Facility Agreement dated the
date hereof (as the same may be amended, herein the "Harris Credit Agreement"
and collectively with the Existing Credit Agreements, herein the "Credit
Agreements").

I. To induce Harris to extend credit under the Harris Credit
Agreement from time to time, Borrower and Guarantors have agreed to provide
liens in the Shared Collateral to secure the obligations, indebtedness and
liabilities of the Borrower and Guarantors to Harris arising under the Harris
Credit Agreement and the documents executed pursuant thereto and to facilitate
the foregoing the Banks have entered into that certain Amended and Restated
Intercreditor Agreement dated the date hereof (the "New Intercreditor
Agreement") to amend and restated the Original Intercreditor Agreement in its
entirety so that Rabobank is appointed as agent for not only itself and TCB but
also for Harris with respect to the Shared Collateral and the Shared Collateral
Documents and to set forth the Bank's respective rights and interests in and to
the Shared Collateral.

J. The Borrower, the Banks and Agent desire to entre into this
Amendment to amend the Loan Documents (as defined below), for among other
purposes, to provide that the obligations, indebtedness and liabilities owed to
Harris under the Harris Credit Agreement are secured by the Shared Collateral
and to induce Rabobank, the Agent and TCB to agree to the foregoing.
<PAGE> 177
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01. Definitions. Capitalized terms used in this
Amendment, to the extent not otherwise defined herein, shall have the same
meanings as in the Revolving Credit Agreement; provided that the term "Loan
Documents" as used herein shall have the meaning as set forth in the New
Intercreditor Agreement.

ARTICLE II

Amendments to Revolving Credit Agreement

Section 2.01. Amendment to Section 1.01. Effective as of the date
hereof, Section 1.01 of the Revolving Credit Agreement is hereby amended in its
entirety to read as follows:

SECTION 1.01 The Advances. Each Bank severally agrees, on
the terms and conditions hereinafter set forth, to make advances
(such advances, collectively with the Existing Advances herein the
"Advances") to the Borrower from time to time during the period from
the date hereof to and including the Termination Date (this and
certain other capitalized terms are defined in Section
7.01), provided that (a) at any time the aggregate outstanding amount
of the Advances and Credit Liabilities shall not exceed the lesser of
(i) the Revolving Credit Commitments, as such amount may be reduced
pursuant to Section 1.04, or (ii) the sum of the Borrowing Base minus
the aggregate outstanding principal amount of advances made by Harris
Trust and Savings Bank to Borrower under the terms of that certain
Facility Agreement dated April 14, 1995 (the sum of the foregoing,
herein the "Adjusted Borrowing Base"); (b) at any time the aggregate
outstanding amount of a Bank's Advances and its Pro Rata Part
(determined based on the Revolving Credit Commitments) of the Credit
Liabilities shall not exceed its Revolving Credit Commitment; and (c)
at all times the aggregate outstanding amount of the advances made by
a Bank shall never be less than an amount equal to the sum of its Pro
Rata Part (determined based on the Revolving Credit Commitments) of
the then aggregate outstanding amount of all Advances minus up to
$500,000.00. Each Advance shall be in an amount not less than
$250,000.00. Each Bank, subject to the other terms hereof, shall have
an obligation to make only the Advances requested from such Bank by
Borrower, whether or not the other Bank makes its Advances to
Borrower. Within the limits of the Revolving Credit Commitments, the
Borrower may borrow, prepay pursuant to Section 2.02 and reborrow
under this Section 1.01.
<PAGE> 178
Section 2.02 Amendment to Sections 2.02(a), 3.02(a)(iii) and
3.02(a)(iv). Effective as of the date hereof, the term "Borrowing Base", as
used in each place it appears in Sections 2.02(a), 3.02(a)(iii) and 3.02(a)(iv)
of the Revolving Credit Agreement is hereby amended to mean the "Adjusted
Borrowing Base" as defined in Section 1.01 of the Revolving Credit Agreement,
as amended hereby.

Section 2.03 Amendment to Section 7.01. Effective as of the date
hereof, the definition of the term "Pro Rata Part" in Section 7.01 of the
Revolving Credit Agreement is hereby amended so that (a) the term "Borrowing
Base", as used in each place it appears in such definition means the "Adjusted
Borrowing Base" as defined in Section 1.01 of the Revolving Credit Agreement,
as amended hereby and (b) the phrase "as well as with respect to proceeds of
Collateral" set forth in clause (b) thereof is deleted therefrom.

Section 2.04 Amendment to Exhibits. Exhibit F to the Revolving
Credit Agreement is hereby amended in its entirety to read as set forth on
Exhibit A hereto.

ARTICLE III

Amendments to Collateral Documents
(Including the Mortgages)

Section 3.01. Amendment to Share Collateral Document. Effective as
of the date hereof, each Shared Collateral Document is hereby amended to
provide that, subject to the provisions of Subsection 3.01(b) below, the
obligations secured or guaranteed thereby include without limitation, the
obligations, indebtedness and liabilities of the Borrower and Guarantors
arising under or in connection with this Amendment, the Harris Credit Agreement
and the Loan Documents relating thereto, whether for principal, interest, fees
(including attorneys' fees), premium, commissions, expenses or otherwise
(collectively, the "New Obligations") and in furtherance of the foregoing, the
parties hereto agree to and acknowledge the following:

(a) The term "Credit Agreements" as defined in each
Shared Collateral Document includes, without limitation, the
Harris Credit Agreement as the same may be amended; the term "Loan
Documents", as defined in each Shared Collateral Document includes,
without limitation, the Harris Credit Agreement and the promissory
note executed pursuant to the Harris Credit Agreement; the term
"Advances" as defined in each Shared Collateral Document includes,
without limitation, advances made under the terms of the Harris Credit
Agreement; and the term "Notes" as defined in each Shared Collateral
Document includes, without limitation, the promissory note executed
pursuant to the Harris Credit Agreement.

(b) The term "Obligations" as defined in each Shared
Collateral Document includes, without limitation, the "New
Obligations"; provided however, if as of January 1, 1996, Harris
has not provided the Borrower with a committed line of credit on
substantially the same terms as the line of credit provided under the
Revolving Credit Agreement or such other terms as may be approved by
TCB and

<PAGE> 179
Rabobank, then as of such date and at all times thereafter the term
"Obligations" as defined in each Shared Collateral Documents shall
not (notwithstanding anything to the contrary) include a principal
amount of obligations owed to Harris under the Harris Credit
Agreement in excess of the sum of (i) the principal amount of
the obligations owed to Harris under the Harris Credit Agreement as of
January 1, 1996 minus (ii) the aggregate amount of all principal
repayments made on the obligations owed under the Harris Credit
Agreement since January 1, 1996 without giving effect to any increases
in such principal amount after January 1, 1996.

(c) The Collateral Pledge Agreement dated October
17, 1984, executed by Borrower, Cal-Maine Farms and Egg
Products, as the same has been amended, shall secure, in addition to
the other obligations secured thereby, the New Obligations and upon
any Event of Default, the Agent shall have the right, but not the
duty, to exercise all remedies provided for in the Collateral Pledge
Agreement on behalf of the Banks.

(d) The terms "Banks" and "Creditors" as defined and used
in each Shared Collateral Document and whether used in the
singular or the plural, include TCB, Rabobank and Harris.

(e) The term "Event of Default" as defined and used in
each Shared Collateral Document includes, without limitation,
an "Event of Default" as defined in the Harris Credit Agreement.

(f) The term "Intercreditor Agreement" as defined and used
in each Shared Collateral Document means the New Intercreditor
Agreement.

Notwithstanding the foregoing, for purposes of the exception in the
last "Whereas" clause on page 4 of the New Mortgages (as defined in the Term
Loan Agreement) relating to property located in Alabama only, the Harris Credit
Agreement and the promissory note executed in connection therewith shall be
deemed to be part of the Revolving Credit Agreement and the Revolving Credit
Notes.

Section 3.02. Amendment to Collateral Document. Effective as of
the date hereof, each Collateral Document is hereby amended, so that the term
"Loan Documents" as used therein, includes, without limitation, this Amendment.

ARTICLE IV

Ratifications, Representations and Warranties

Section 4.01. Ratifications. The terms and provisions set forth
in this Amendment shall modify and supersede all inconsistent terms and
provisions set forth in the Loan Documents and except as expressly modified and
superseded by this Amendment, the terms and provisions of the Loan Documents
(including all amendments thereto which include, without limitation, that
certain Amendment to Loan Documents dated May 1, 1992, that certain Second
Amendment to Loan Documents dated November 5, 1993 and that certain
<PAGE> 180
Third Amendment to Loan Documents dated July 22, 1994, all as filed in the real
property records where the Mortgages are filed as described on Schedule 1 and
that certain Fourth Amendment to Loan Documents dated December 31, 1994 which
is attached hereto as Exhibit B, [collectively, the "Previous Amendments"] and
each of which are hereby incorporated herein by this reference as if set forth
herein in their entirety) are ratified and confirmed and shall continue in full
force and effect. The liens, security interests and assignments created and
evidenced by the Loan Documents are valid and existing liens, security
interests and assignments of the respective priority recited in the Loan
Documents and no party hereto has any claims, offsets, defenses or
counterclaims to the terms and provisions of the Loan Documents or arising out
of any acts or omissions of any party with respect thereto. Each of the
parties hereto agree that the Loan Documents, as amended hereby and by the
Previous Amendments, shall continue to be legal, valid, binding and enforceable
in accordance with their respective terms.

Section 4.02. Representations and Warranties. To induce Rabobank
and TCB to modify the Loan Documents as herein set forth and to induce Harris
to enter into the Harris Credit Agreement and this Amendment, the Borrower and
each Guarantor represents and warrants to the Banks that:

(a) The representations and warranties of the Borrower
and each Guarantor contained in the Loan Documents, as amended
hereby, are true and correct on and as of the date hereof as though
made on and as of the date hereof.

(b) No Event of Default has occurred and is continuing and
no event or condition has occurred that with the giving of
notice or lapse of time or both would be an Event of Default, and the
Borrower and each Guarantor is in full compliance with all covenants
and agreements binding on them contained in the Loan Documents, as
amended hereby.

(c) The execution, delivery, and performance by it of this
Amendment have been duly authorized by all requisite action on
its part and do not and will not violate or conflict with its articles
of incorporation or bylaws or any law, rule, or regulation or any
order, writ, injunction, or decree of any court, governmental
authority, or arbitrator, and do not and will not conflict with,
result in a breach of, or constitute a default under, or result in the
creation or imposition of any Lien (except as provided herein) upon
any of its revenues or assets pursuant to the provisions of any
indenture, mortgage, deed of trust, security agreement, franchise,
permit, license, or other instrument or agreement by which it or any
of its properties is bound.

(d) This Amendment constitutes its legal, valid, and
binding obligations, enforceable in accordance with its terms,
except as limited by bankruptcy, insolvency, or other laws of general
application relating to the enforcement of creditor's rights.

(e) No authorization, approval, or consent of, and no
filing or registration with, any court, governmental authority,
or third party is or will be necessary for its execution, delivery, or
performance of this Amendment or the validity or enforceability
thereof.
<PAGE> 181
(f) No statement, information, report, representation, or
warranty made by it in this Amendment or furnished to any Bank
in connection with this Amendment or any of the transactions
contemplated hereby contains any untrue statement of a material fact
or omits to state any material fact necessary to make the statements
herein or therein not misleading. There is no fact known to it which
has a material adverse effect, or which might in the future have a
material adverse effect, on its business, condition (financial or
otherwise), operations, prospects, or properties that has not been
disclosed in writing to the Banks.

(g) Borrower no longer owns any stock in Seaboard Foods,
Inc. and therefore, that certain Stock Pledge Agreement dated
May 15, 1986 executed by Borrower to Rabobank, which has been assigned
to Agent, is no longer in effect.

Section 4.03 Independence of Covenants. All financial and other
covenants in the Loan Documents shall be given independent effect so that if
the additional Debt to be incurred under the Harris Credit Agreement results at
any time in the violation of any of those financial covenants or any other such
covenants to the extent not specifically addressed herein, the fact that the
Banks have entered into this Amendment shall not avoid the occurrence of any
Potential Default or any Event of Default resulting therefrom.

ARTICLE V

Miscellaneous

Section 5.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment shall survive the
execution and delivery of this Amendment, and no investigation by any Bank or
any closing shall affect the representations and warranties or the right of
each Bank to rely upon them.

Section 5.02. Reference to Loan Documents. Each of the Loan
Documents are hereby amended so that any reference in such Loan Documents to
the other Loan Documents shall mean a reference to such other Loan Documents as
amended hereby.

Section 5.03. Severability. Any provision of this Amendment held
by a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.

Section 5.04. Applicable Law. This Amendment shall be governed by
and construed in accordance with the laws of the state of New York except to
the extent that the provisions of the Loan Documents are governed by the laws
of another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

Section 5.05. Successors and Assigns. This Amendment is binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns, except
<PAGE> 182
neither the Borrower nor any Guarantor may assign or transfer any of its rights
or obligations hereunder without the prior written consent of the Banks.

Section 5.06. Counterparts. This Amendment may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same agreement.

Section 5.07. Effect of Waiver. No consent or waiver, express or
implied, by Rabobank, the Agent, TCB or Harris to or for any breach of or
deviation from any covenant, condition or duty by the Borrower or any Guarantor
shall be deemed a consent or waiver to or of any other breach of the same or
any other covenant, condition or duty.

Section 5.08. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 5.09. Entire Agreement. This Amendment and all other
instruments, documents and agreements executed and delivered in connection with
this Amendment embody the final, entire agreement among the parties hereto and
supersede any and all prior commitments, agreements, representations and
understandings, whether written or oral, relating to this Amendment, and may
not be contradicted or varied by evidence of prior, contemporaneous or
subsequent oral agreements or discussions of the parties hereto.

Executed as of the date first written above.

<TABLE>
<S> <C>
Attest: CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

By:
- ---------------------------------------- ----------------------------------------
James H. Neeld, III B.J. Raines
Assistant Secretary Vice President of Borrower and each
Guarantor
(Seal of Cal-Maine Foods)
Signed and acknowledged in the
presence of:

(Seal of Cal-Maine Farms)
----------------------------------------
Witness

(Seal of Cal-Maine Egg ----------------------------------------
Products, Inc.) Witness
</TABLE>
<PAGE> 183
<TABLE>
<S> <C>
Signed and acknowledged in the TRUST COMPANY BANK
presence of:

By:
- ---------------------------------------- -----------------------------------
Witness Name:
--------------------------
Title:
--------------------------

Signed and acknowledged in the COOPERATIEVE CENTRALE
presence of: RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK
BRANCH; individually and as Agent

By:
- ---------------------------------------- -----------------------------------
Witness Jess E. Jarratt
Vice President

By:
- ---------------------------------------- -----------------------------------
Witness Name:
--------------------------
Title:
--------------------------

Signed and acknowledged in the HARRIS TRUST AND SAVINGS BANK
presence of:

By:
- ---------------------------------------- -----------------------------------
Witness Carl A. Blackham
Vice President

- ----------------------------------------
Witness
</TABLE>
<PAGE> 184
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

Given under my hand and official seal on this ____ day of _______
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF MISSISSIPPI Section
Section
COUNTY OF HINDS Section

WITNESS my hand and notarial seal, this the _______ day of __________
1995.

(S E A L) -----------------------------------
Notary Public - State of
My Commission Expires: -----------

- --------------------------------- -----------------------------------
Printed Name of Notary Public
<PAGE> 185
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of ________
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of __________
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------
<PAGE> 186
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, Jess E. Jarratt, well known by me to be a Vice
President of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH, a banking cooperative organized under the laws of
the Netherlands, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of __________
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized
under the laws of the Netherlands, who acknowledged to me, being informed of
the contents hereof, that he signed, executed and delivered the above Third
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of ___________
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------
<PAGE> 187

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, Carl A. Blackham, well known by me to be a Vice
President of HARRIS TRUST AND SAVINGS BANK, a savings bank organized under the
laws of Illinois, who acknowledged to me, being informed of the contents
hereof, that he signed, executed and delivered the above Third Amendment to
Loan Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of ___________
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------
<PAGE> 188

SIXTH AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS SIXTH AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as of
June 1, 1995, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE EGG
PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"),
CAL-MAINE PARTNERSHIP, LTD. ("CM Partnership" and collectively with Cal-Maine
Farms and Egg Products herein referred to as the "Guarantors"), SUNTRUST BANK,
ATLANTA, formerly known as Trust Company Bank ("SunTrust"), COOPERATIEVE
CENTRALE RAIFFEISENBOERENLEEN BANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
("Rabobank"), HARRIS TRUST AND SAVINGS BANK ("Harris" and collectively with
Rabobank and SunTrust, herein the "Banks") and Rabobank, as agent for itself
and the Banks (in such capacity as agent, the "Agent").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") have entered into that certain Amended and Restated Revolving
Credit Agreement dated as of May 29, 1990 (such Amended and Restated Revolving
Credit Agreement, as the same has been amended, and as the same may be further
amended or otherwise modified, herein referred to as the "Revolving Credit
Agreement"). Pursuant to the Second Amendment to Amended and Restated
Revolving Credit Agreement dated October 1, 1991, SunTrust was substituted as a
lender under the Revolving Credit Agreement in the place of Barclays and
Barclays is no longer a party to the Revolving Credit Agreement.

B. The Borrower and Rabobank have entered into that certain
Amended and Restated Tern Loan Agreement dated as of May 29, 1990 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Term Loan Agreement").

D. The Borrower and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of May 1, 1992 (as the same has
been amended, and as the same may be further amended or otherwise modified,
herein the "Dairy Facility Reimbursement Agreement").
<PAGE> 189
E. The Borrower has executed and delivered that certain Term Loan
Note dated November 5, 1993 payable to the order of Rabobank in the original
principal amount of $1,000,000 (as the same may be amended or otherwise
modified, herein the "New Term Note").

F. Borrower and Harris have entered into that certain Facility
Agreement dated April 14, 1995 (as the same may be amended or otherwise
modified, herein the "Harris Credit Agreement" and the Harris Credit Agreement
collectively with the New Term Note, the Dairy Facility Reimbursement
Agreement, the Revolving Credit Agreement, the Tenn Loan Agreement and the Egg
Facility Reimbursement Agreement, herein the "Credit Agreements").

G. To secure certain of the obligations and indebtedness of the
Borrower, Cal-Maine Farms and Egg Products to each of Rabobank, SunTrust,
Harris and the Agent under the Credit Agreements and the other documents
executed in connection therewith (the "Secured Obligations"), the Borrower,
Cal-Maine Farms and Egg Products executed certain guaranties, security
agreements, deeds of trust, assignment of leasehold interests and mortgages (as
more fully described and identified in the Credit Agreements, and as the same
have been or may hereafter be amended or otherwise modified, all such
guaranties, security agreements, deeds of trust, assignment of leasehold
interests and mortgages are herein referred to as the "Collateral Documents";
the properties in which liens are granted pursuant thereto, herein the
"Collateral"). The Collateral Documents include, without limitation, the deeds
of trust, mortgages and assignments of leasehold interest described on Schedule
I hereto which are filed in the real property records of the jurisdictions
listed on Schedule I as indicated therein (the "Mortgages"). The Mortgage
filed in Reno County Kansas encumbers the real property described on Schedule 2
hereto.

H. To facilitate the collateral arrangements contemplated by the
Collateral Documents, Rabobank, SunTrust, Agent and Harris have entered into
that certain Amended and Restated Intercreditor Agreement dated April 14, 1995
(as such agreement may hereafter be amended or otherwise modified, herein the
"Intercreditor Agreement").

I. Cal-Maine Farms desires to transfer to Borrower all of its
assets located in Kansas and New Mexico, including, without limitation, all of
its interest in the real property described in the Mortgages identified as
items 3(d) and 3(e) on Schedule I hereto (the "Kansas/New Mexico Transfers").

J. Cal-Maine Farms and Borrower have created CM Partnership as a
Texas limited partnership. In connection with the formation of CM
Partnership, Borrower and Cal-Maine Farms desires to transfer all the assets
each of them owns in Kentucky, Ohio and Texas to CM Partnership, including,
without limitation, the real property described in the Mortgages identified as
item 3(g), (h) and (i) on Schedule 1 hereto (collectively, the "Partnership
Mortgages" and such transfers herein, the "Partnership Transfers"); provided
that the documentation effectuating the transfers in Kentucky and Ohio will not
be recorded
<PAGE> 190
in the applicable real property records. In return for the Partnership
Transfers, Cal-Maine Farms shall require a 99% limited partnership interest in
CM Partnership and Borrower shall obtain a 1% general partnership interest in
CM Partnership.

K. Borrower also desires to transfer all its assets located in
Alabama, Arkansas, North Carolina and South Carolina to Cal-Maine Farms,
including, without limitation, all of its interest in the real property
described in the Mortgages identified as items (1), (2), (3)(a), (b), (c) and
(f) on Schedule I hereto (the "Other Transfers", the Other Transfers, the
Partnership Transfers and the Kansas/New Mexico Transfers herein collectively,
the "Transfers" and the Mortgages identified as items (1), (2), (3)(a), (b),
(c) and (f) on Schedule 1 herein the "Additional Mortgages"); provided, that,
the documentation effectuating the transfers in Alabama, Arkansas and North
Carolina will not be filed of record in the applicable real property records.

L. Borrower and Guarantors have requested that the Banks and
Agent consent to the Transfers and otherwise modify the Loan Documents as
herein set forth and the Banks and Agent have agreed to do so subject to and on
the terms and conditions herein set forth.

ARTICLE I

Definitions

Section 1.01 Definitions. Capitalized terms used in this
Amendment, to the extent not otherwise defined herein, shall have the same
meanings as in the Revolving Credit Agreement; provided that the term "Loan
Documents" as used herein shall have the meaning as set forth in the
Intercreditor Agreement.

ARTICLE II

Consent to Transfers

Section 2.01 Consent to Transfers. Subject to and upon the terms
and conditions set forth in this Amendment and notwithstanding anything in any
Loan Document to the contrary, the Banks and Agent hereby consent to the
Transfers and agree that the Transfers shall not constitute a default or an
event of default under any Loan Document. Each party receiving a Transfer
(herein a "Transferee") specifically agrees and acknowledges that the Transfers
are made subject to the liens and security interests created by the Collateral
Documents.
<PAGE> 191
Section 2.02 Assumption of Obligations Under Collateral Documents.
As successor in interest as a result of the Transfers and in consideration for
the Transfers, each Transferee agrees that it is a party to the Collateral
Documents which encumber the assets it acquired in the Transfers (such
Collateral Documents herein, as it applies to any Transferee, the "Existing
Collateral Documents") to the same extent as the applicable transferor (i.e.,
the party from whom the applicable assets were acquired in the Transfer and
herein a "Transferor") was prior to the date hereof, notwithstanding any
defense, claim, counterclaim or offset any such Transferor may have or have had
thereto. Each Transferee hereby expressly assumes all obligations,
indebtedness and liability of its Transferor relating to the Transfers under
the Existing Collateral Documents applicable to the assets it acquired in the
Transfers, including, without limitation, all the obligations as the "Grantor"
under such Existing Collateral Document. Without limiting the generality of
the foregoing and as a result thereof, CM Partnership agrees that it is the
"Grantor" under the Partnership Mortgages and Cal-Maine Farms agrees that it is
the "Grantor" under the Additional Mortgages.

Section 2.03 Confirmation of Liens and Security Interests. Each
Transferee expressly renews, carries forward, and extends the liens upon the
assets it acquired in the Transfers and all other liens created by the Existing
Collateral Documents applicable to it. Notwithstanding the foregoing, in the
event that all or any portion of the Secured Obligations is not or cannot be
secured by the Existing Collateral Documents as assumed by the Transferees, it
is understood and agreed that in consideration of the Banks' and Agent's
agreement to enter into this Amendment, for Ten and No/100 Dollars ($10.00) and
for other consideration the receipt and sufficiency of which is hereby
acknowledged, each Transferee does hereby GRANT, BARGAIN, SELL, MORTGAGE,
WARRANT, CONVEY, ALIENATE, REMISE, RELEASE, TRANSFER, ASSIGN, GRANT A SECURITY
INTEREST IN, SET OVER, DELIVER AND CONFIRM unto Mortgagee or Trustee (as both
are defined in the Mortgages), its successors, assigns or substitutes, for the
benefit of the Banks and Agents, the Premises and the Collateral (as such terms
are defined in the applicable Existing Collateral Documents), to have and to
hold together with all rights, hereditaments and appurtenances in any way
pertaining to or belonging thereto, forever. This conveyance is given to
secure the payment of the Secured Obligations and all renewals, extensions,
increases and other modifications thereof or any part thereof. All provisions
contained in the applicable Existing Collateral Documents as modified by this
Amendment, are incorporated in the terms and provisions of this Section 2.03.

Section 2.04 Non-Release. Notwithstanding the foregoing
assumptions, each Transferor agrees that it shall remain liable under the
Existing Collateral Documents to which it is a party to the same extent as if
the Transfers and such assumptions had not occurred.

ARTICLE III

Modification to Credit Agreements
<PAGE> 192
Section 3.01 Amendment to Definitions.

(a) Effective as of the date hereof, each of the Credit
Agreements (other than the Harris Credit Agreement) are hereby amended
to add the following definitions:

"CM Partnership" means Cal-Maine Partnership, Ltd., a
limited partnership.

"CM Partnership Guaranty Agreement" means that
certain guaranty agreement dated June 1, 1995 and executed by
CM Partnership for the benefit of the Agent.

"CM Partnership Security Agreement" means that
certain security agreement dated as of June 1, 1995 and
executed by CM Partnership for the benefit of the Agent, and
all amendments, supplements and other modifications thereto.

(b) Effective as of the date hereof, the following
definitions set forth in the Credit Agreements (other than the Harris
Credit Agreement) are amended in their entirety to read as follows:

"Amended Guaranty Agreement" means the Amended and Restated
Guaranty Agreements executed by Cal-Maine Farms, Inc. and Cal-Maine
Egg Products, Inc. both dated May 29, 1990, the CM Partnership
Guaranty Agreement, and all amendments, supplements and other
modifications thereto.

"Guarantors" means each of Cal-Maine Egg Products, Inc., a
Delaware corporation, Cal-Maine Farms, Inc., a Delaware corporation,
and CM Partnership and any reference to either or both Guarantors in
any Loan Documents shall mean a reference to any or all of the
Guarantors, as applicable.

"Subsidiary" means any corporation or other business entity
(including, without limitation, a general partnership or limited
partnership) of which more than 50% of the outstanding capital stock
or other equity interest having ordinary voting power to elect a
majority of the Board of Directors (or similar governing body) of such
corporation or other business entity (irrespective of whether or not
at the time capital stock of any other class or classes of such
corporation or other equity interest shall or might have voting power
upon the occurrence of any contingency) is at the
<PAGE> 193
time directly or indirectly owned by the Borrower, by the Borrower and
one or more other Subsidiaries, or by one or more other Subsidiaries.

Section 3.02 Amendments to Harris Credit Agreement. Effective as
of the date hereof, the term "Security Documents" as defined in the Harris
Credit Agreement is hereby amended to include the CM Partnership Security
Agreement and the term "Companies" as defined in the Harris Credit Agreement is
hereby amended to include the CM Partnership.

Section 3.03 Amendment to Net Tangible Assets to Funded Debt Ratio
Covenant. Each of the Credit Agreements require the Borrower to maintain a
ratio of consolidated total tangible assets to funded debt of the Borrower and
the Subsidiaries as specified therein (the "Asset to Debt Ratio Covenants").
Effective as of the date hereof, each Asset to Debt Ratio Covenant is hereby
amended in its entirety to read as follows:

Net Tangible Assets to Funded Debt. Maintain a ratio of:

of not less than 1.80 to 1.00 at all times prior to and
through the Fiscal Year ending in 1996 and 1.90 to 1.00 at all
times after the Fiscal Year ending in 1996.

To the extent any default or event of default has occurred under any
Loan Document as a result of the violation of the Asset to Debt Ratio Covenants
for any time up to and including the Fiscal Year ended 1995, the Agent and the
Banks hereby waive such event of default and agree not to exercise any rights
or remedies arising as a result thereof. The waiver specifically described
herein shall not constitute and shall not be deemed a waiver of any other
default or event of default under any Loan Document whether arising as a result
of the further violation of the Asset to Debt Ratio Covenants or otherwise or a
waiver of any rights or remedies arising as a result of such other default or
event of default. The failure to comply with the Asset to Debt Ratio Covenants
for any period after the 1995 Fiscal Year shall constitute an event of default
under the Loan Documents.
<PAGE> 194
Section 3.04 Subsidiary Representation. Any representation and
warranty in any Credit Agreement as to the Borrower's ownership of Subsidiaries
is hereby amended in their entirety to state that the Guarantors are the only
Subsidiaries of Borrower and all such Subsidiaries are wholly owned by Borrower
except CM Partnership whose 99% limited partnership interest is owned by
Cal-Maine Farms and whose 1 % general partnership interest is owned by
Borrower.

Section 3.05 Restriction on Sale of Subsidiaries. Each of the
Credit Agreements (other than the Harris Credit Agreement) contains a negative
covenant prohibiting the disposal of Subsidiary stock (the "Subsidiary Sale
Restriction Covenants"). Each of the Subsidiary Sale Restriction Covenants is
hereby amended in its entirety to read as follows (and Borrower agrees that it
will not):

Maintenance of Ownership of Subsidiaries. Sell or otherwise
dispose of any shares of capital stock or other ownership interests in
any Subsidiary or permit any Subsidiary to issue, sell or otherwise
dispose of shares of capital stock or other ownership interests in any
other Subsidiary, except to Cal-Maine Foods, Inc. or any Subsidiary.

ARTICLE IV

Amendments to Collateral Documents
(including the Mortgages)

Section 4.01 Amendment to Collateral Document. Effective as of
the date hereof, each Collateral Document is hereby amended so that the term
"Loan Documents" as used therein, includes, without limitation, this Amendment,
the CM Partnership Guaranty and the CM Partnership Security Agreement.

Section 4.02 Acknowledgment Regarding Security Interest. Each of
Borrower and each Guarantor agree and acknowledge that any right, title and
interest that it may have in and to any of the tradenames and trademarks
described on Schedule 3 (collectively, the "Trademarks") are general
intangibles in which it has granted the Agent a security interest pursuant to
its Security Agreement and such Trademarks are therefore part of the Collateral
as defined in its Security Agreement. Each of Borrower and each Guarantor
represent and warrant that (a) the tradenames and trademarks and interest
therein listed on Schedule 3 under its name constitute all of the trademarks,
tradenames, copyrights and patents and all of the patents and trademark,
tradename and copyright licenses owned by it, (b) applications for registration
of all of the Trademarks it owns are pending, and (c) except as disclosed on
<PAGE> 195
Schedule 3, it has not sold, assigned or otherwise conveyed any right, title or
interest in and to the Trademarks to any person. Each of Borrower and each
Guarantor shall concurrently herewith deliver to Agent all documents,
instruments and other items as may be necessary for Agent to record Agent's
security interests in the Trademarks with the United States Patent and
Trademark Office and any similar domestic or foreign office, department or
agency. Each of Borrower and each Guarantor shall: (a) prosecute diligently
any trademark or trademark license application at any time pending; (b)
preserve and maintain all rights in the Trademarks; and (c) upon and after the
occurrence of an Event of Default, use its best efforts to obtain any consents,
waivers or agreements necessary to enable Agent to exercise its remedies with
respect to the Trademarks. Neither Borrower nor any Guarantor shall abandon
any right to file a trademark application nor shall Borrower nor any Guarantor
abandon any pending trademark application or trademark license without the
prior written consent of Agent. Each of Borrower and each Guarantor represents
and warrants to Agent and the Banks that the execution, delivery and
performance of this Amendment by each Borrower and each Guarantor will not
violate or cause a default under any of the Trademarks or any agreement in
connection therewith. Each of Borrower and each Guarantor hereby assigns,
transfers and conveys to Agent, effective upon the occurrence of any Event of
Default hereunder, the nonexclusive right and license to use all Trademarks
owned or used by Borrower or any Guarantor together with any goodwill
associated therewith, all to the extent necessary to enable Agent to realize on
the Collateral and any successor or assign to enjoy the benefits of the
Collateral. This right and license shall inure to the benefit of all
successors, assigns and transferees of Agent and its successors, assigns and
transferees, whether by voluntary conveyance, operation of law, assignment,
transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right
and license is granted free of charge, without requirement that any monetary
payment whatsoever be made to Borrower or any Guarantor by Agent or any Bank.

Section 4.03 Amendment to Borrower Security Agreement. Effective
as of the date hereof, Schedule 1 to the Borrower Security Agreement is hereby
amended in its entirety to read as set forth on Schedule 4 hereto.

Section 4.04 Amendment to Amended Cal-Maine Security Agreement.
Effective as of the date hereof, Schedule 1 to the Amended Cal-Maine Security
Agreement is hereby amended in its entirety to read as set forth on Schedule 5
hereto.

Section 4.05 Separate Collateral Document. Effective as of the
date hereof, the term "Debtor" as used in the Mortgage identified as item 4 on
Schedule 1 hereto is hereby amended to include CM Partnership.

ARTICLE V

Amendment to Intercreditor Agreement
<PAGE> 196
Section 5.01 Amendment to Intercreditor Agreement. Effective as
of the date hereof, the following definitions contained in the Intercreditor
Agreement are hereby amended as follows:

(a) The term "Collateral Documents," as defined in the
Intercreditor Agreement is hereby amended to include the CM
Partnership Security Agreement.

(b) The term "Revolving Collateral Documents," as defined
in the Intercreditor Agreement is hereby amended to include the CM
Partnership Security Agreement.

ARTICLE VI

Conditions Precedent

Section 6.01 Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

(a) Agent shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment, in form
and substance satisfactory to Agent:

(1) Resolutions. Resolutions of the Board of
Directors of each Loan Party (other than CM Partnership)
certified by its Secretary or an Assistant Secretary which
authorize its (and in the case of Borrower, CM Partnership's)
execution, delivery, and performance of this Amendment and the
other Loan Documents to which it (and in the case of Borrower,
CM Partnership) is or is to be a party hereunder;

(2) Incumbency Certificate. A certificate of
incumbency certified by the Secretary or an Assistant
Secretary of each Loan Party (other than CM Partnership)
certifying the names of its officers authorized to sign this
Amendment and each of the other Loan Documents to which it
(and in the case of Borrower, CM Partnership) is or is to be a
party hereunder (including the certificates contemplated
herein) together with specimen signatures of such officers;

(3) Partnership Agreement. A certificate of the
Secretary or an Assistant Secretary of Borrower certifying to
a true and correct copy of the Partnership Agreement of CM
Partnership;
<PAGE> 197
(4) Certificate of Limited Partnership. The
Certificate of Limited Partnership of CM Partnership certified
by the Secretary of the State of Texas, dated as of a current
date;

(5) Governmental Certificates. Certificates of
the appropriate government officials of the state of
organization or incorporation of Borrower and each Guarantor
as to the existence and good standing of the applicable Loan
Party, each dated within ten (10) days prior to the date of
this Amendment;

(6) CM Partnership Guaranty Agreement. Agent
shall have received the CM Partnership Guaranty Agreement
substantially in the form of the existing guarantees, duly
executed by CM Partnership;

(7) CM Partnership Security Agreement. Agent
shall have received the CM Partnership Security Agreement
substantially in the form of the existing security agreements,
duly executed by CM Partnership;

(8) Perfection of Security Interests. Agent
shall have received:

(i) copies of properly executed
Financing Statements (Form UCC-1, UCCIF or EFS-1) to
be filed under the Food and Security Act of 1985
and/or the Uniform Commercial Code of all
jurisdictions as may be necessary or, in the opinion
of the Banks, desirable in order to perfect the
security interests created by the Security
Agreements;

(ii) evidence of the insurance required
by the terms of the CM Partnership Security
Agreement; and

(iii) evidence that all other actions, in
the opinion of the Banks, to perfect and protect the
security interest created by the CM Partnership
Security Agreement has been or will be taken;

(9) Process Agent. A letter from CT Corporation
pursuant to which they agree to act as CM Partnership's agent
for purposes of service of process in accordance with the
terms of the CM Partnership Security Agreement;

(10) Opinion of Counsel. Agent shall have
received an opinion of counsel rendered by Wells, Moore,
Simmons & Neeld, in form and substance acceptable to the
Banks;

(11) Modification Endorsements. Agent shall have
received modification endorsements to the existing title
insurance policies or lender's
<PAGE> 198
title insurance policies issued by title insurers satisfactory
to Agent in form and substance satisfactory to Agent assuring
Agent that the Mortgages (other than the Mortgages identified
as items 3(a), (b), (c) and (f) on Schedule 1) after giving
effect to the Transfers and this Amendment, are valid and
enforceable first priority mortgage liens on the properties
covered by such Mortgages, free and clear of all defects and
encumbrances except those permitted by such Mortgages;

(12) Additional Information. Agent shall have
received such additional documents, instruments and
information as Agent or its legal counsel may request; and

(b) The representations and warranties contained herein
and in all other Loan Documents, as amended hereby, shall be true and
correct as of the date hereof as if made on the date hereof;

(c) No Event of Default shall have occurred and be
continuing and no event or condition shall have occurred that with the
giving of notice or lapse of time or both would be an Event of
Default; and

(d) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all documents,
instruments, and other legal matters incident thereto shall be
satisfactory to the Agent and its legal counsel.

ARTICLE VII

Ratifications, Representations and Warranties Subordination

Section 7.01 Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Loan Documents and except as expressly modified and superseded
by this Amendment, the terms and provisions of the Loan Documents (including
all amendments thereto which include, without limitation, that certain
Amendment to Loan Documents dated May 1, 1992, that certain Second Amendment to
Loan Documents dated November 5, 1993 and that certain Third Amendment to Loan
Documents dated July 22, 1994, and that certain Fifth Amendment to Loan
Documents dated April 14, 1995, all as filed in the real property records where
the Mortgages are filed as described on Schedule I and that certain Fourth
Amendment to Loan Documents dated December 31, 1994 [collectively, the
"Previous Amendments"] and each of which are hereby incorporated herein by this
reference as if set forth herein in their entirety) are ratified and confirmed
and shall continue in full force and effect. The liens, security interests and
assignments created and evidenced by the Loan Documents are valid and existing
liens, security interests and assignments of the respective
<PAGE> 199
priority recited in the Loan Documents and no party hereto has any claims,
offsets, defenses or counterclaims to the terms and provisions of the Loan
Documents or arising out of any acts or omissions of any party with respect
thereto. Each of the parties hereto agree that the Loan Documents, as amended
hereby and by the Previous Amendments, shall continue to be legal, valid,
binding and enforceable in accordance with their respective terms.

Section 7.02 Representations and Warranties. To induce Agent and
the Banks to modify the Loan Documents as herein set forth, the Borrower and
each Guarantor represents and warrants to the Banks that:

(b) No Event of Default has occurred and is continuing
and no event or condition has occurred that with the giving of notice
or lapse of time or both would be an Event of Default, and the
Borrower and each Guarantor is in full compliance with all covenants
and agreements binding on them contained in the Loan Documents, as
amended hereby.

(c) The execution, delivery, and performance by it of
this Amendment have been duly authorized by all requisite action on
its part and do not and will not violate or conflict with its articles
of incorporation, bylaws, partnership agreement or certificate of
limited partnership or any law, rule, or regulation or any order,
writ, injunction, or decree of any court, governmental authority, or
arbitrator, and do not and will not conflict with, result in a breach
of, or constitute a default under, or result in the creation or
imposition of any lien (except as provided herein) upon any of its
revenues or assets pursuant to the provisions of any indenture,
mortgage, deed of trust, security agreement, franchise, permit,
license, or other instrument or agreement by which it or any of its
properties is bound.

(d) This Amendment constitutes its legal, valid, and
binding obligations, enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency, or other laws of general
application relating to the enforcement of creditor's rights.

(f) No statement, information, report, representation, or
warranty made by it in this Amendment or furnished to any Bank in
connection with this Amendment or any of the transactions contemplated
hereby contains any untrue statement of a material fact or omits to
state any material fact necessary to make the
<PAGE> 200
statements herein or therein not misleading. There is no fact known
to it which has a material adverse effect, or which might in the
future have a material adverse effect, on its business, condition
(financial or otherwise), operations, prospects, or properties that
has not been disclosed in writing to the Banks.

Section 7.03 Subordination Borrower and each Guarantor hereby
agrees that the Subordinated Indebtedness (as defined below) shall be
subordinate and junior in right of payment to the prior payment in full of all
Secured Obligations as herein provided. The Subordinated Indebtedness shall
not be payable, and no payment of principal, interest or other amounts on
account thereof, and no property or guarantee of any nature to secure or pay
the Subordinated Indebtedness shall be made or given, directly or indirectly by
or on behalf of any Debtor (hereafter defined) or received, accepted, retained
or applied by any Intercompany Creditor (hereafter defined) unless and until
the Secured Obligations shall have been paid in full in cash; except that prior
to occurrence and continuance of any Event of Default, an Intercompany Creditor
shall have the right to receive payments on the Subordinated Indebtedness made
in the ordinary course of business. After the occurrence and continuance of an
Event of Default, no payments may be made or given, directly or indirectly, by
or on behalf of any Debtor or received, accepted, retained or applied by any
Intercompany Creditor unless and until the Secured Obligations shall have been
paid in full in cash. If any sums shall be paid to any Intercompany Creditor
by any Debtor or any other person or entity on account of the Subordinated
Indebtedness when such payment is not permitted hereunder, such sums shall be
held in trust by the Intercompany Creditor for the benefit of Banks and shall
forthwith be paid to Agent without affecting the liability of such Intercompany
Creditor with respect to the Secured Obligations and may be applied by the
Banks against the Secured Obligations in such order and manner as the Banks may
determine in their sole discretion. Upon the request of Agent, each
Intercompany Creditor shall execute, deliver, and endorse to Agent such
documentation as Agent may request to perfect, preserve, and enforce the rights
of the Banks hereunder. The term "Subordinated Indebtedness" means all
indebtedness, liabilities, and obligations of Borrower or any Guarantor (the
"Obligated Parties") to another Obligated Party, whether such indebtedness,
liabilities, and obligations now exist or are hereafter incurred or arise, or
are direct, indirect, contingent, primary, secondary, several, joint and
several, or otherwise, and irrespective of whether such indebtedness,
liabilities, or obligations are evidenced by a note, contract, open account, or
otherwise, and irrespective of the person or persons in whose favor such
indebtedness, obligations, or liabilities may, at their inception, have been,
or may hereafter be created, or the manner in which they have been or may
hereafter be acquired. The term "Debtor" means an Obligated Party in its
capacity as owing sums to any other Obligated Party and the term "Intercompany
Creditor" means an Obligated Party in its capacity of being owed sums by any
other Obligated Party. Each Intercompany Creditor agrees that any and all
liens (including any judgment liens), upon any Debtor's assets securing payment
of any Subordinated Indebtedness shall be and remain inferior and subordinate
to any and all liens upon any Debtor's assets securing payment of the Secured
Obligations or any part thereof, regardless of whether such liens in favor of
such Intercompany Creditor or Agent presently exist or are hereafter created
or attached. Without the prior written consent of
<PAGE> 201
the Banks, no Intercompany Creditor shall (i) file suit against any Debtor or
exercise or enforce any other creditor's right it may have against any Debtor,
or (ii) foreclose, repossess, sequester, or otherwise take steps or institute
any action or proceedings (judicial or otherwise, including without limitation
the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement,
debtor's relief or insolvency proceeding) to enforce any obligations of any
Debtor to any Intercompany Creditor or any liens held by any Intercompany
Creditor on assets of any Debtor. In the event of any receivership,
bankruptcy, reorganization, rearrangement, debtor's relief, or other insolvency
proceeding involving any Debtor as debtor, the Agent shall have the right to
prove and vote any claim under the Subordinated Indebtedness and to receive
directly from the receiver, trustee or other court custodian all dividends,
distributions, and payments made in respect of the Subordinated Indebtedness
until the Secured Obligations has been paid in full in cash. The Banks may
apply any such dividends, distributions, and payments against the Secured
Obligations in such order and manner as the Banks may determine in their sole
discretion.

ARTICLE VIII

Miscellaneous

Section 8.01 Survival of Representations and Warranties. All
representations and warranties made in this Amendment shall survive the
execution and delivery of this Amendment, and no investigation by Agent or any
Bank or any closing shall affect the representations and warranties or the
right of Agent and each Bank to rely upon them.

Section 8.02 Reference to Loan Documents. Each of the Loan
Documents are hereby amended so that any reference in such Loan Documents to
the other Loan Documents shall mean a reference to such other Loan Documents as
amended hereby.

Section 8.03 Severability. Any provision of this Amendment held
by a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.

Section 8.04 Applicable Law. This Amendment shall be governed by
and construed in accordance with the laws of the state of New York except to
the extent that the provisions of the Loan Documents are governed by the laws
of another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

Section 8.05 Successors and Assigns. This Amendment is binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns, except neither the Borrower nor any Guarantor may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of the Banks.
<PAGE> 202
Section 8.06 Counterparts. This Amendment may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same agreement.

Section 8.07 Effect of Waiver. No consent or waiver, express or
implied, by Rabobank, the Agent, SunTrust or Harris to or for any breach of or
deviation from any covenant, condition or duty by the Borrower or any Guarantor
shall be deemed a consent or waiver to or of any other breach of the same or
any other covenant, condition or duty.

Section 8.08 Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 8.09 Entire Agreement. This Amendment and all other
instruments, documents and agreements executed and delivered in connection with
this Amendment embody the final, entire agreement among the parties hereto and
supersede any and all prior commitments, agreements, representations and
understandings, whether written or oral, relating to this Amendment, and may
not be contradicted or varied by evidence of prior, contemporaneous or
subsequent oral agreements or discussions of the parties hereto.

Executed as of the date first written above.

<TABLE>
<S> <C>
Attest: CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

By:
- ------------------------------------------- -----------------------------------------------
Charles F. Collins B.J. Raines
Assistant Secretary Vice President of each Company

(Seal of Cal-Maine Foods)

(Seal of Cal-Maine Farms)

(Seal of Cal-Maine Egg Products, Inc.)
</TABLE>
<PAGE> 203
<TABLE>
<S> <C>
Signed and acknowledged in the CAL-MAINE PARTNERSHIP, LTD.
presence of:
By: Cal-Maine Foods, Inc., its general partner

-----------------------------------------------------
Witness By:
-----------------------------------------
B. J. Raines, Vice President

-----------------------------------------------------
Witness

Signed and acknowledged in the SUNTRUST BANK, ATLANTA,
presence of: formerly known as Trust Company Bank

By:
----------------------------------------------------- --------------------------------------------
Witness Name:
---------------------------------------
Title:
--------------------------------------

Signed and acknowledged in the COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
presence of: B.A.,"RABOBANK NEDERLAND", NEW YORK BRANCH,
individually and as Agent

By:
--------------------------------------------
Name:
----------------------------------------------------- ---------------------------------------
Witness Title:
--------------------------------------
</TABLE>
<PAGE> 204
<TABLE>
<S> <C>
Signed and acknowledged in the HARRIS TRUST AND SAVINGS BANK
presence of:

-----------------------------------------------------
Witness By:
--------------------------------------------
Carl A. Blackham
Vice President

-----------------------------------------------------
Witness
</TABLE>
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, B.J. Raines, well known by me to be Vice President
of CAL-MAINE FOODS, INC., a Delaware corporation (individually and in its
capacity as general partner of Cal-Maine Partnership, Ltd.) CAL-MAINE EGG
PRODUCTS, INC., a Delaware corporation and CAL-MAINE FARMS, INC., a Delaware
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Sixth Amendment to Loan
Documents for and on behalf of said corporations and partnership voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporations so to do.

Given under my hand and official seal on this ________ day of
___________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF MISSISSIPPI Section
Section
COUNTY OF HINDS Section

I, ________________________________________________, a Notary Public
in and for said County and State, certify that Charles F. Collins
personally appeared before me this day and acknowledged that he is an Assistant
Secretary of CAL-MAINE FOODS, INC., CAL-MAINE EGG PRODUCTS, INC. AND CAL-MAINE
FARMS, INC., each a Delaware corporation, and that by authority duly given and
as the act of each corporation, the foregoing instrument was signed in each
such corporations' name by its Vice President, sealed with its corporate seal
and attested by himself as Assistant Secretary of each such corporation.
<PAGE> 205
WITNESS my hand and notarial seal, this the _______________ day of
__________, 1995.

(S E A L) -----------------------------------
Notary Public - State of
My Commission Expires: -----------

-----------------------------------
Printed Name of Notary Public

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid __________________________________,well known by me
to be __________________________________ of CAL-MAINE PARTNERSHIP, LTD., a
Texas limited partnership, who acknowledged to me, being informed of the
contents hereof, that he signed, executed and delivered the above Sixth
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day of
_________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

THIS day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _________________________________, well known by me
to be __________________________________ of CAL-MAINE PARTNERSHIP, LTD., a
Texas limited partnership, who acknowledged to me, being informed of the
contents hereof, that he signed, executed and delivered the above Sixth
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.
<PAGE> 206
Given under my hand and official seal on this ______ day
of _________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________ of SUNTRUST BANK, ATLANTA, formerly known as Trust
Company Bank, a Georgia state banking corporation, who acknowledged to me,
being informed of the contents hereof, that he signed, executed and delivered
the above Sixth Amendment to Loan Documents for and on behalf of said
corporation voluntarily and for the consideration, uses and purposes therein
mentioned after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day
of _________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________, well known by me to be
_______________________________ of SUNTRUST BANK, ATLANTA, formerly known as
Trust Company Bank, a Georgia state banking corporation, who acknowledged to
me, being informed of the contents hereof, that he signed, executed and
delivered the above Sixth Amendment to Loan Documents for and on behalf of said
corporation voluntarily and for the consideration, uses and purposes therein
mentioned after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day
of _________________, 1995.
<PAGE> 207
---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, _____________________, well known by me to be a
Vice President of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized under
the laws of the Netherlands, who acknowledged to me, being informed of the
contents hereof, that he signed, executed and delivered the above Sixth
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day
of _________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid well known by me to be of COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking
cooperative organized under the laws of the Netherlands, who acknowledged to
me, being informed of the contents hereof, that he signed, executed and
delivered the above Sixth Amendment to Loan Documents for and on behalf of said
corporation voluntarily and for the consideration, uses and purposes therein
mentioned after having been duly authorized by said corporation so to do.
<PAGE> 208
Given under my hand and official seal on this ______ day
of _________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, Carl A. Blackham, well known by me to be a Vice
President of HARRIS TRUST AND SAVINGS BANK, a savings bank organized under the
laws of Illinois, who acknowledged to me, being informed of the contents
hereof, that he signed, executed and delivered the above Sixth Amendment to
Loan Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ______ day
of _________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------
<PAGE> 209
SEVENTH AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS SEVENTH AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as
of April 30, 1996, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE
EGG PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"),
CAL-MAINE PARTNERSHIP, LTD. ("CM Partnership" and collectively with Cal-Maine
Farms and Egg Products herein referred to as the "Guarantors"), SUNTRUST BANK,
ATLANTA, formerly known as Trust Company Bank ("SunTrust"), COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
("Rabobank"), HARRIS TRUST AND SAVINGS BANK ("Harris" and collectively with
Rabobank and SunTrust, herein the "Banks") and Rabobank, as agent for itself
and the Banks (in such capacity as agent, the "Agent").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") have entered into that certain Amended and Restated Revolving
Credit Agreement dated as of May 29, 1990 (such Amended and Restated Revolving
Credit Agreement, as the same has been amended, and as the same may be further
amended or otherwise modified, herein referred to as the "Revolving Credit
Agreement"). Pursuant to the Second Amendment to Amended and Restated
Revolving Credit Agreement dated October 1, 1991, SunTrust was substituted as a
lender under the Revolving Credit Agreement in the place of Barclays and
Barclays is no longer a party to the Revolving Credit Agreement.

E. The Borrower has executed and delivered that certain Term Loan
Note dated November 5, 1993 payable to the order of Rabobank in the original
principal amount of
<PAGE> 210
$1,000,000 (as the same may be amended or otherwise modified, herein the "New
Term Note" and the New Term Note, collectively with the Dairy Facility
Reimbursement Agreement, the Revolving Credit Agreement, the Term Loan
Agreement and the Egg Facility Reimbursement Agreement, herein the "Credit
Agreements").

F. Borrower and Harris have entered into that certain Facility
Agreement dated April 14, 1995 (as the same may be amended or otherwise
modified, herein the "Harris Credit Agreement").

G. To secure certain of the obligations and indebtedness of the
Borrower, Cal-Maine Farms and Egg Products to each of Rabobank, SunTrust,
Harris and the Agent under the Credit Agreements, the Harris Credit Agreement
and the other documents executed in connection therewith (the "Secured
Obligations"), the Borrower, Cal-Maine Farms, Egg Products and CM Partnership
executed certain guaranties, security agreements, deeds of trust, assignment of
leasehold interests and mortgages (as more fully described and identified in
the Credit Agreements and the Harris Credit Agreement, and as the same have
been or may hereafter be amended or otherwise modified, all such guaranties,
security agreements, deeds of trust, assignment of leasehold interests and
mortgages are herein referred to as the "Collateral Documents"; all the
Collateral Documents excluding the deed of trust described as item (4) on
Schedule 1 hereto and the assignments of leasehold interest described as items
(5) and (6) on Schedule 1 hereto, herein the "Shared Collateral Documents"; and
the properties in which liens are granted pursuant to the Shared Collateral
Documents herein the "Shared Collateral"). The Collateral Documents include,
without limitation, the deeds of trust, mortgages and assignments of leasehold
interest described on Schedule 1 hereto which are filed in the real property
records of the jurisdictions listed on Schedule 1 as indicated therein (the
"Mortgages"). The Mortgage filed in Reno County Kansas encumbers the real
property described on Schedule 2 hereto.

I. The real properties located in Smith County, Texas and Morgan
County, Alabama which are covered by the Mortgages filed in those jurisdictions
(the "Released Properties") have been sold to a third party and the liens
created by the Mortgages on the Released Property have been released.

J. Harris has agreed to become a "Bank" under the Revolving
Credit Agreement on a committed basis and as a result, Harris, Borrower and
Guarantors have requested that the Revolving Credit Agreement be amended as
herein set forth. Borrower and Guarantors have also requested that the
termination date set out in the Revolving Credit Agreement be extended.
<PAGE> 211
K. The Banks have agreed to the requests set out in recital J and
have otherwise agreed to modify the Loan Documents, all on the terms and
conditions herein set forth.

ARTICLE I
Definitions

ARTICLE II

Amendments to Revolving Credit Agreement

Section 2.01. Amendment to Section 1.01.Clause (a) (ii) in Section
1.01 of the Revolving Credit Agreement is hereby amended in its entirety to
read as follows: "(ii) the Borrowing Base;".

Section 2.02. Amendment to Section 1.02. The second sentence of
Section 1.02 of the Revolving Credit Agreement is amended in its entirety to
read as follows:

Borrower may request an Advance from any Bank or may request Advances
from all or any number of Banks subject to the terms of Subsection
1.01(b).

Section 2.03. Amendment to Section 1.05. Section 1.05 of the
Revolving Credit Agreement is amended as follows: (a) the term "Barclays" as
used in clause (a) of Section 1.05 means "TCB or Harris" and (b) the fifth
sentence of clause (b) of Section 1.05 is amended in its entirety to read as
follows:

Each Interest Period for each Advance made by Rabobank shall end on
the corresponding day in the first, second or third week thereafter or
the numerically corresponding day in the first, third, sixth, ninth or
twelfth calendar month thereafter (as Borrower may select) or on such
other day as Borrower may request if Rabobank can (in its sole
discretion) make such an Interest Period available to the Borrower,
each Interest Period for each Advance made by TCB shall end on the
corresponding day in the first, second or third week thereafter or the
numerically corresponding day in the first,
<PAGE> 212
third or sixth calendar month thereafter (as Borrower may select) or
on such other day as Borrower may request if TCB can (in its sole
discretion) make such an Interest Period available to the Borrower,
each Interest Period for each Advance made by Harris shall end on the
day not less than seven (7) and not more than two hundred forty (240)
days thereafter (as Borrower may select) or on such other day as
Borrower may request if Harris can (in it sole discretion) make such
Interest Period available to Borrower, except that each Interest
Period measured in months which commences on the last Business Day of
a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall
end on the last Business Day of the appropriate subsequent calendar
month, no Interest Period for any Advance made by TCB shall extend
beyond the date such Interest Period commenced and if any Interest
Period would otherwise end on a day which is not a Business Day, that
Interest Period shall be extended to be the next succeeding Business
Day except as specified above.

Section 2.04 Amendment to Section 1.09. The term "TCB" as used in
Section 1.09 of the Revolving Credit Agreement is amended to mean "the other
Banks."

Section 2.05 Amendment to Section 1.10. The terms "TCB" and
"TCB's" as used in Section 1.10 of the Revolving Credit Agreement are amended
as follows: (a) as used in the fourth sentence thereof means "the other
Banks"; (b) as used the first two times in the fifth sentence thereof means
"each Bank"; and (c) used the third time in the fifth sentence thereof means
"their."

Section 2.06 Amendment to Section 1.11 Section 1.11 of the
Revolving Credit Agreement is amended as follows: (a) the term "TCB" is
amended to mean "the other Banks"; and (b) the phrase "either or both" in the
third sentence thereof is amended to mean "the."

Section 2.07 Amendment to Section 1.12 . The phrases "Rabobank
and TCB" and "Rabobank, TCB" as used in Section 1.12 of the Revolving Credit
Agreement are amended to mean "the Banks".

Section 2.08 Amendment to Section 2.02. Clause (ii) of Section
2.02 (a) of the Revolving Credit Agreement is amended as follows: (a) the
term "TCB" as used therein means "each other Bank"; and (b) the term "TCB's" as
used therein means "such Bank's";

Section 2.09 Amendment to Section 2.03. Clause (a) of Section
2.03 of the Revolving Credit Agreement is amended to add a clause (iii) thereto
to read in its entirety as follows:

"and (iii) with respect to amounts payable to Harris, at the office of
Harris at 111 West Monroe Street, Chicago, Illinois 60603."
<PAGE> 213
Section 2.10 Amendment to Sections 2.02(a), 3.02(a)(iii) and
3.02(a)(iv). The phrase "Adjusted Borrowing Base," as used in each place it
appears in Sections 2.02(a), 3.02(a)(iii) and 3.02(a)(iv) of the Revolving
Credit Agreement is amended to mean the "Borrowing Base."

Section 2.11 Amendment to Section 6.01. The term "either" in
clause (a) of Section 6.01 of the Revolving Credit Agreement is amended to mean
"any."

Section 2.12 Amendment to Section 6.02. The phrase "Barclays
shall have no" as used in Section 6.02 of the Revolving Credit Agreement is
amended to mean "no Bank, other than Rabobank, shall have any".

Section 2.13 Amendment to Section 7.01. Section 7.01 of the
Revolving Credit Agreement is amended as follows:

(a) to add the following definition:

"Harris" means Harris Trust and Savings Bank.

(b) to change the following definitions in their entirety to read
as follows:

"Bank" means (i) for the purposes of the recitals
hereto, Barclays Bank PLC or Rabobank, and (ii) for all other
purposes herein, TCB, Rabobank or Harris. Any reference in
this Agreement to the phrase "either Bank" shall mean a
reference to "any Bank".

"Banks" means (i) for the purposes of the recitals
hereto, Barclays Bank PLC and Rabobank, and (ii) for all other
purposes herein, TCB, Rabobank and Harris.

"Business Day" means any day other than a Saturday,
Sunday or a public or bank holiday or the equivalent for banks
generally under the laws of the State of New York, the State
of Georgia or the State of Illinois and, with respect to
Advances by Harris, which is also a day on which it deals in
U.S. Dollar deposits in London England and Nassau, Bahamas.

"Cost of Funds Rate" means (a) with respect to TCB
and for each Advance to which it applies, a rate determined by
TCB in its sole and absolute discretion with reference to its
funding sources, as notified to the Borrower prior to the date
such Advance is made and (b) with respect to Harris and for
each Advance to which it applies and the related Interest
Period, the rate per annum quoted to the Borrower by Harris
for such Interest Period. The Borrower acknowledges and
agrees that the interest rate quoted by Harris for any Advance
and the related Interest Period may not be
<PAGE> 214
the best or lowest rate offered to other customers of Harris
and may not be the same rate offered to other customers of
Harris for loans of similar amounts and maturities, but is the
rate at which Harris in its sole and exclusive discretion is
willing to make such Advances to the Borrower for the
specified amount and maturity.

"Default Rate" means a daily fluctuation interest
rate which is, with respect to amount owed to Rabobank, equal
to the lesser of (i) 2-1/2% per annum above the 30 day Term
Federal Funds Rate, or (ii) the Maximum Permissible Rate, and,
with respect to amounts owed to TCB, equal to the lesser of
(i) 2-1/2% per annum above the 30 day Cost of Funds Rate or
(ii) the Maximum Permissible Rate and, with respect to amounts
owed to Harris, equal to the lesser of (i) 2-1/2% per annum
above the Cost of Funds Rate then in effect until the end of
the applicable Interest Period and thereafter or if no cost of
Funds Rate is then in effect, at 2-1/2% per annum above
Harris' prime commercial rate or (ii) the Maximum Permissible
Rate. Each change in such daily fluctuation interest rate
shall take effect simultaneously with the corresponding change
in the Term Federal Funds Rate, the Cost of Funds Rate or such
prime commercial rate, as applicable, as determined by the
applicable Bank in its sole discretion at 12:00 noon (New York
City time).

"Revolving Credit Commitment" means the obligation of
each Bank to make the Advances to be made pursuant to Section
1.01 in a principal amount not exceeding Twenty Million
Dollars ($20,000,000) with respect to Rabobank, a principal
amount not exceeding Ten Million Dollars ($10,000,000) with
respect to TCB and a principal amount not exceeding Five
Million Dollars ($5,000,000) with respect to Harris.

"Termination Date" means December 31, 1997 or the
earlier date of termination in whole of the Revolving Credit
Commitment pursuant to Sections 1.04 or 6.02.

(c) the definition of the term "Pro Rata Part" in Section 7.01 of
the Revolving Credit Agreement is hereby amended so that the term
"Adjusted Borrowing Base," as used in each place it appears in such
definition, means the "Borrowing Base."

Section 2.14. Amendment to Section 8.02. The first sentence of
Section 8.02 of the Revolving Credit Agreement is amended in its entirety to
read as follows:

All notices and other communications provided for hereunder shall be
in writing (including telegraphic and telecopy communications) and
mailed or telegraphed or delivered, if to the Borrower, at its address
at 3320 Woodrow Wilson Drive, Jackson, Mississippi 39209; Attention:
Bobby J. Raines, Vice President and if to Rabobank, at its address at
245 Park Avenue, New York, New York 10167; Attention:
<PAGE> 215
Corporate Services, with a copy to 1201 West Peachtree Street,
Atlanta, Georgia 30309-3400; Attention: Richard J. Beard; and if to
TCB at its address at 25 Park Place, Atlanta, Georgia 30303;
Attention: Greg Cannon and if to Harris, at its address at 111 West
Monroe, Chicago, Illinois 60603; Attention: Agribusiness Division,
or, as to each party, at such other address as shall be designated by
such party in a written notice to the other party.

Section 2.15. Amendment to Exhibits. Exhibit F to the Revolving
Credit Agreement is amended in its entirety to read as set forth on Exhibit A
hereto.

ARTICLE III

Modification to Credit Agreements

Section 3.01 Amendment Reporting Requirements. The covenants in
each Credit Agreement requiring Borrower to furnish financial statements
thereunder are each hereby amended to require that, accompanying each financial
statement delivered thereunder as of the end of any Fiscal Year or as of the
end of any month that corresponds with the end of any quarter in any Fiscal
Year, Borrower shall furnish to each Bank a properly completed and executed
compliance certificate in substantially the form of Exhibit "B" hereto.

Section 3.02. Amendment to Term Loan Agreement. The terms
"Properties" and "Encumbered Properties", as defined in the Term Loan
Agreement, are hereby amended to exclude the Released Properties therefrom.

ARTICLE IV

Amendments to Collateral Documents
(including the Mortgages)

Section 4.01 Amendment to Share Collateral Document. Each Shared
Collateral Document is hereby amended to provide that the obligations secured
or guaranteed thereby include without limitation, the obligations, indebtedness
and liabilities of the Borrower and Guarantors arising under or in connection
with this Amendment and the Note executed by Borrower and payable to the order
of Harris pursuant to this Amendment in the form of Exhibit "C" hereto (the
"Harris Note"), whether for principal, interest, fees (including attorneys'
fees), premium, commissions, expenses or otherwise (collectively, the "New
Obligations") and to exclude therefrom the obligations, indebtedness and
liabilities of the Borrower and Guarantors arising under or in connection with
the Harris Credit Agreement and the Loan Documents relating thereto. In
furtherance of the foregoing, the parties hereto agree to and acknowledge the
following:
<PAGE> 216
(a) The term "Credit Agreements" as defined in each
Shared Collateral Document excludes the Harris Credit Agreement; the
term "Loan Documents," as defined in each Collateral Document excludes
the Harris Credit Agreement and the promissory note executed pursuant
to the Harris Credit Agreement but includes, without limitation, this
Amendment and the Harris Note; the term "Advances" as defined in each
Shared Collateral Document includes, without limitation, advances made
by Harris under the terms of the Revolving Credit Agreement (as
amended hereby) but excludes advances made under the Harris Credit
Agreement; the term "Notes" as defined in each Shared Collateral
Document includes, without limitation, the Harris Note but excludes
the promissory note executed pursuant to the Harris Credit Agreement;
and the term "Collateral" as defined in any Collateral Document,
excludes the Released Properties.

(b) The term "Obligations" as defined in each Shared
Collateral Document includes, without limitation, the "New
Obligations"; provided that the term "Obligations" as defined in each
Shared Collateral Document shall not (notwithstanding anything to the
contrary) include any obligations owed to Harris under the Harris
Credit Agreement or the Loan Documents executed pursuant thereto (the
"Old Harris Obligations").

(c) The Collateral Pledge Agreement dated October 17,
1984, executed by Borrower, Cal-Maine Farms and Egg Products, as the
same has been amended, shall secure, in addition to the other
obligations secured thereby, the New Obligations but shall not secure
the Old Harris Obligations and upon any Event of Default, the Agent
shall have the right, but no the duty, to exercise all remedies
provided for in the Collateral Pledge Agreement on behalf of the
Banks.

(d) An "Event of Default", as defined in the Harris
Credit Agreement, shall not create an "Event of Default" as defined
and used in each Shared Collateral Document.

ARTICLE V

Amendment to Intercreditor Agreement

Section 5.01 Amendment to Intercreditor Agreement. The
Intercreditor Agreement is amended as follows:

(a) the term "Credit Agreement," as defined in the
Intercreditor Agreement, is amended to include the Revolving Credit
Agreement as amended hereby and to exclude the Harris Credit
Agreement;
<PAGE> 217
(b) the term "Revolving Credit Agreement," as defined in
the Intercreditor Agreement, is amended to include the Revolving
Credit Agreement as amended hereby and to exclude the Harris Credit
Agreement;

(c) the term "Revolving Obligations," as defined in the
Intercreditor Agreement, is amended to exclude any reference to the
Harris Credit Agreement, to include the New Obligations and to delete
the proviso therefrom in its entirety which begins "; provided
however, if as of . . ." and ends "after January 1, 1996";

(d) the term "Obligations," as defined in the
Intercreditor Agreement, is amended to include without limitation, the
New Obligations;

(e) the term "Loan Documents," as defined in the
Intercreditor Agreement, is amended to include without limitation,
this Amendment and the Harris Note but to exclude the Harris Credit
Agreement and the documents executed in connection therewith;

(f) the phrase "Harris Credit Agreement" as used in
clause (c) of Section 4 is amended to mean "Revolving Credit
Agreement";

(g) the terms "Collateral" and "Term Collateral", as
defined in the Intercreditor Agreement, are each amended to exclude
the Released Properties;

(h) the first sentence of section 5 is amended in its
entirety to read as follows:

Subject to Section 3(c) hereto, no amendment or
waiver of any provision of the Revolving Credit Agreement or
any other Loan Documents executed in connection with the
Revolving Credit Agreement (excluding this Agreement, the Term
Loan Agreement, the Reimbursement Agreements, the Term
Collateral Documents, the Amended Guaranty Agreements, the
Revolving Collateral Documents and the Separate Collateral
Documents) nor any consent to the departure therefrom shall in
any event be effective unless the same shall be agreed or
consented to by Rabobank, TCB and Harris, it being agreed that
no other Bank shall have any right to agree or consent
thereto.

(i) the third sentence of section 5 is deleted therefrom;
and

(j) the phrases "or with respect to a sale by Harris, the
Harris Credit Agreement" and "(or with respect to a sale by Harris,
under the Harris Credit Agreement)" are each hereby deleted from
section 12.

ARTICLE VI
<PAGE> 218
Conditions Precedent

Section 6.01 Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

(a) Agent shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment, in form
and substance satisfactory to Agent:

(3) Governmental Certificates. Certificates of
the appropriate government officials of the state of
organization or incorporation of Borrower and each Guarantor
as to the existence and good standing of the applicable Loan
Party, each dated a current date;

(4) Harris Note. The Harris Note, duly executed
by Borrower;

(5) Opinion of Counsel. An opinion of counsel
rendered by Wells, Moore, Simmons & Neeld, in form and
substance acceptable to the Banks;

(6) Modification Endorsements. Modification
endorsements to the existing title insurance policies or
lender's title insurance policies issued by title insurers
satisfactory to Agent in form and substance satisfactory to
Agent assuring Agent that the Mortgages (other than the
Mortgages identified as items 3(a), (b), (c), (f) and(i) on
Schedule 1) after giving effect to the Transfers (as defined
in that certain Sixth Amendment to Loan Documents among the
parties hereto dated June 1, 1995, the "Sixth Amendment"), the
Sixth Amendment and this Amendment are valid and enforceable
first priority mortgage liens on the properties covered by
such Mortgages, free and clear of all defects and encumbrances
except those permitted by such Mortgages;
<PAGE> 219
(7) Term Loan Borrowing Base. A properly
completed and executed Borrowing Base Certificate (as defined
in the Term Loan Agreement) delivered under the Term Loan
Agreement after giving effect to the sale of the Released
Properties;

(8) Additional Information. Agent shall have
received such additional documents, instruments and
information as Agent or its legal counsel may request; and

(b) The representations and warranties contained herein
and in all other Loan Documents, as amended hereby, shall be true and
correct as of the date hereof as if made on the date hereof;

(c) No Event of Default shall have occurred and be
continuing and no event or conditions shall have occurred that with
the giving of notice or lapse of time or both would be an Event of
Default; and

(d) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all
documents, instruments, and other legal matters incident
thereto shall be satisfactory to the Agent and its legal
counsel.

ARTICLE VII

Ratifications, Representations and Warranties Subordination

Section 7.01 Ratifications; Termination of Harris Credit
Agreement. The terms and provisions set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions set forth in the Loan
Documents and except as expressly modified and superseded by this Amendment,
the terms and provisions of the Loan Documents (including all amendments
thereto which include, without limitation, that certain Amendment to Loan
Documents dated May 1, 1992, that certain Second Amendment to Loan Documents
dated November 5, 1993 and that certain Third Amendment to Loan Documents dated
July 22, 1994, and that certain Fifth Amendment to Loan Documents dated April
14, 1995, all as filed in the real property records where the Mortgages are
filed as described on Schedule I and that certain Fourth Amendment to Loan
Documents dated December 31, 1994 and the Sixth Amendment [collectively, the
"Previous Amendments"] and each of which are hereby incorporated herein by this
reference as if set forth herein in their entirety) are ratified and confirmed
and shall continue in full force and effect. The liens, security interests and
assignments created and evidenced by the Loan Documents are valid and existing
liens, security interests and assignments of the respective priority recited in
the Loan Documents and no party hereto has any claims,
<PAGE> 220
offsets, defenses or counterclaims to the terms and provisions of the Loan
Documents or arising out of any acts or omissions of any party with respect
thereto. Each of the parties hereto agree that the Loan Documents, as amended
hereby and by the Previous Amendments, shall continue to be legal, valid,
binding and enforceable in accordance with their respective terms. Harris and
Borrower agree that as a result of the amendments contemplated hereby, the
Harris Credit Agreement shall no longer be effective and no amounts are due and
owing or otherwise outstanding thereunder.

Section 7.02 Addition of Harris as a Bank under the Revolving
Credit Agreement. In order to facilitate the addition of Harris as a "Bank"
under the Revolving Credit Agreement:

(a) the parties hereto agree that the commitment fee
calculated under Section 1.03 of the Revolving Credit Agreement shall
not begin to accrue on Harris's Revolving Credit Commitment until
April 30, 1996 (the "Execution Date");

(b) on the Execution Date and notwithstanding anything in
the Revolving Credit Agreement to the contrary, the Borrower shall
request Advances from Harris and repay the Advances of the other Banks
in such amounts as shall be necessary to cause the Borrower to be in
compliance with clause (c) of Section 1.01 of the Revolving Credit
Agreement; and

(c) on the Execution Date, Rabobank shall be deemed,
without further action by any party hereto, to have (i) repurchased
TCB's participation in any Letter of Credit issued under the Revolving
Credit Agreement and outstanding on the Execution Date and (ii) to
have sold to TCB and Harris, and each such Bank shall be deemed,
without further action by any party hereto, to have purchased from
Rabobank, a participation in each such Letter of Credit to the extent
of each such Bank's Pro Rata Part (as defined in the Revolving Credit
Agreement as amended hereby and as determined based on the Revolving
Credit Commitments) of such Letter of Credit and the Related Credit
Liabilities.

Section 7.02 Representations and Warranties. To induce Agent and
the Banks to modify the Loan Documents as herein set forth, the Borrower and
each Guarantor represents and warrants to the Agent and the Banks that:

(b) No Event of Default has occurred and is continuing
and no event or condition has occurred that with the giving of notice
or lapse of time or both would be an Event of Default, and the
Borrower and each Guarantor is in full compliance
<PAGE> 221
with all covenants and agreements binding on them contained in the
Loan Documents, as amended hereby.

(c) The execution, delivery, and performance by it of
this Amendment and the Harris Note have been duly authorized by all
requisite action on its part and do not and will not violate or
conflict with its articles of incorporation, bylaws, partnership
agreement or certificate of limited partnership or any law, rule, or
regulation or any order, writ, injunction, or decree of any court,
governmental authority, or arbitrator, and do not and will not
conflict with, result in a breach of, or constitute a default under,
or result in the creation or imposition of any lien (except as
provided herein) upon any of its revenues or assets pursuant to the
provisions of any indenture, mortgage, deed of trust, security
agreement, franchise, permit, license, or other instrument or
agreement by which it or any of its properties is bound.

(d) This Amendment and the Harris Note constitute its
legal, valid, and binding obligations, enforceable in accordance with
its terms, except as limited by bankruptcy, insolvency, or other laws
of general application relating to the enforcement of creditor's
rights.

(g) The bylaws, articles or certificate of incorporation,
partnership agreement and certificates of limited partnership of each
Loan Party, as applicable, have not been revoked, amended or otherwise
modified since June of 1995 and are all in full force and effect.

ARTICLE VIII

Miscellaneous
<PAGE> 222
Section 8.01 Survival of Representations and Warranties. All
representations and warranties made in this Amendment shall survive the
execution and delivery of this Amendment, and no investigation by Agent or any
Bank or any closing shall affect the representations and warranties or the
right of Agent and each Bank to rely upon them.

Section 8.06 Counterparts. This Amendment may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same agreement.

Section 8.08 Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 8.09 Entire Agreement. This Amendment and all other
instruments, documents and agreements executed and delivered in connection with
this Amendment embody the final, entire agreement among the parties hereto and
supersede any and all prior commitments, agreements, representations and
understandings, whether written or oral, relating to this Amendment, and may
not be contradicted or varied by evidence of
<PAGE> 223
prior, contemporaneous or subsequent oral agreements or discussions of the
parties hereto.

Executed as of the date first written above.

<TABLE>
<S> <C>
Attest: CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

By:
- ------------------------------------------- -----------------------------------------------
Charles F. Collins B.J. Raines
Assistant Secretary Vice President of each Company

(Seal of Cal-Maine Foods)

(Seal of Cal-Maine Farms)

(Seal of Cal-Maine Egg Products, Inc.)
</TABLE>
<PAGE> 224
<TABLE>
<S> <C>
Signed and acknowledged in the CAL-MAINE PARTNERSHIP, LTD.
presence of:

- ----------------------------------- By: Cal-Maine Foods, Inc.,
Witness its general partner

By:
- ----------------------------------- ----------------------------------
Witness B.J. Raines, Vice President

SUNTRUST BANK, ATLANTA,
Signed and acknowledged in the formerly known as Trust Company Bank
presence of:
By:
------------------------------------------
- ----------------------------------- Name:
Witness ----------------------------
Title:
-----------------------------------
- -----------------------------------
Witness By:
------------------------------------------
Name:
Signed and acknowledged in the -----------------------------------
presence of: Title:
----------------------------------

COOPERATIEVE CENTRALE
- ----------------------------------- RAIFFEISEN-BOERENLEENBANK B.A.
Witness "RABOBANK NEDERLAND", NEW
YORK BRANCH, individually and as Agent

- ----------------------------------- By:
Witness ------------------------------------------
Name:
----------------------------
Signed and acknowledged in the Title:
presence of: -----------------------------------

By:
- ----------------------------------- ------------------------------------------
Witness Name:
-----------------------------------
Title:
----------------------------------

HARRIS TRUST AND SAVINGS BANK
- -----------------------------------
Witness By:
------------------------------------------
Carl A. Blackham
Vice President

</TABLE>
<PAGE> 225
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, B.J. Raines, well known by me to be Vice President
of CAL-MAINE FOODS, INC., a Delaware corporation (individually and in its
capacity as general partner of Cal-Maine Partnership, Ltd.) CAL-MAINE EGG
PRODUCTS, INC., a Delaware corporation and CAL-MAINE FARMS, INC., a Delaware
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Seventh Amendment to Loan
Documents for and on behalf of said corporations and partnership voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporations so to do.

Given under my hand and official seal on this ________ day of
___________, 1996.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

I, ________________________________________________, a Notary Public
in and for said County and State, certify that Charles F. Collins personally
appeared before me this day and acknowledged that he is an Assistant Secretary
of CAL-MAINE FOODS, INC., CAL-MAINE EGG PRODUCTS, INC. AND CAL-MAINE FARMS,
INC., each a Delaware corporation, and that by authority duly given and as the
act of each corporation, the foregoing instrument was signed in each such
corporations' name by its Vice President, sealed with its corporate seal and
attested by himself as Assistant Secretary of each such corporation.

WITNESS my hand and notarial seal, this the _______________ day of
__________, 1996.

(S E A L) -----------------------------------
Notary Public - State of
My Commission Expires: -----------

-----------------------------------
<PAGE> 226
- -----------------------------------
Printed Name of Notary Public

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________ of SUNTRUST BANK, ATLANTA, formerly known as Trust
Company Bank, a Georgia state banking corporation, who acknowledged to me,
being informed of the contents hereof, that he signed, executed and delivered
the above Seventh Amendment to Loan Documents for and on behalf of said
corporation voluntarily and for the consideration, uses and purposes therein
mentioned after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day of
_________________, 1996.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________, well known by me to be
_______________________________ of SUNTRUST BANK, ATLANTA, formerly known as
Trust Company Bank, a Georgia state banking corporation, who acknowledged to
me, being informed of the contents hereof, that he signed, executed and
delivered the above Seventh Amendment to Loan Documents for and on behalf of
said corporation voluntarily and for the consideration, uses and purposes
therein mentioned after having been duly authorized by said corporation so to
do.

Given under my hand and official seal on this ______ day of
_________________, 1996.

---------------------------------
Notary Public
<PAGE> 227

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, _____________________, well known by me to be a
Vice President of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized under
the laws of the Netherlands, who acknowledged to me, being informed of the
contents hereof, that he signed, executed and delivered the above Seventh
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day of
_________________, 1996.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________well known by me to
be__________________________________ of COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking
cooperative organized under the laws of the Netherlands, who acknowledged to
me, being informed of the contents hereof, that he signed, executed and
delivered the above Seventh Amendment to Loan Documents for and on behalf of
said corporation voluntarily and for the consideration, uses and purposes
therein mentioned after having been duly authorized by said corporation so to
do.

Given under my hand and official seal on this ______ day of
_________________, 1996.

---------------------------------
<PAGE> 228
Notary Public

My Commission Expires:

---------------------------------

STATE OF ILLINOIS Section
Section
COUNTY OF COOK Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, Carl A. Blackham, well known by me to be a Vice
President of HARRIS TRUST AND SAVINGS BANK, a savings bank organized under the
laws of Illinois, who acknowledged to me, being informed of the contents
hereof, that he signed, executed and delivered the above Seventh Amendment to
Loan Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ______ day of
_________________, 1996.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------
<PAGE> 229

EIGHTH AMENDMENT TO LOAN DOCUMENTS

THIS EIGHTH AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as
of June 1, 1996, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE EGG
PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"),
CAL-MAINE PARTNERSHIP, LTD. ("CM Partnership" and collectively with Cal-Maine
Farms and Egg Products herein referred to as the "Guarantors"), SUNTRUST BANK,
ATLANTA, formerly known as Trust Company Bank ("SunTrust"), COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
("Rabobank"), HARRIS TRUST AND SAVINGS BANK ("Harris" and collectively with
Rabobank and SunTrust, herein the "Banks") and Rabobank, as agent for itself
and the Banks (in such capacity as agent, the "Agent").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") have entered into that certain Amended and Restated Revolving
Credit Agreement dated as of May 29, 1990 (such Amended and Restated Revolving
Credit Agreement, as the same has been amended, and as the same may be further
amended or otherwise modified, herein referred to as the "Revolving Credit
Agreement"). Pursuant to the Second Amendment to Amended and Restated
Revolving Credit Agreement dated October 1, 1991, SunTrust was substituted as a
lender under the Revolving Credit Agreement in the place of Barclays and
Barclays is no longer a party to the Revolving Credit Agreement.

E. The Borrower has executed and delivered that certain Term Loan
Note dated November 5, 1993 payable to the order of Rabobank in the original
principal amount of
<PAGE> 230
$1,000,000 (as the same may be amended or otherwise modified, herein the "New
Term Note" and the New Term Note, collectively with the Dairy Facility
Reimbursement Agreement, the Revolving Credit Agreement, the Term Loan
Agreement and the Egg Facility Reimbursement Agreement, herein the "Credit
Agreements").

F. Borrower and Guarantors have requested that the Tangible Net
Worth Covenants in the Credit Agreements be amended as herein set forth and the
Banks have agreed to such amendments on the terms and conditions herein set
forth.

ARTICLE I

Definitions

ARTICLE II

Amendment to Credit Agreements

Section 2.01. Amendment to Tangible Net Worth Covenant. Each of
the Credit Agreements require the Borrower to maintain an excess of
consolidated total tangible assets over consolidated total liabilities of the
Borrower and the Subsidiaries as specified therein (the "Tangible Net Worth
Covenants"). Effective as of the date hereof, each Tangible Net Worth Covenant
is hereby amended in its entirety to read as follows:

Tangible Net Worth. Maintain an excess of consolidated total
tangible assets over consolidated total liabilities of the Borrower
and the Subsidiaries in an amount not less than the amount set forth
below for the applicable period set forth below:

(a) from the date hereof through the Borrower's
Fiscal Year ending in 1997, Forty-One Million Dollars
($41,000,000); and

(b) from the first day of Borrower's Fiscal Year
ending 1997 and at all times thereafter, the sum of

(i) Forty-One Million Dollars
($41,000,000); plus
<PAGE> 231
(ii) fifty percent (50%) of the net
income of Borrower and the Subsidiaries for each
Fiscal Year beginning with the Fiscal Year ending in
1997 but only if the Fiscal year has completely
elapsed; plus

(iii) one hundred percent (100%) of all
capital contributions made to the Borrower since June
1, 1996, net of all reasonable costs associated with
the issuance of the securities relating to such
capital contribution or otherwise necessary to obtain
such capital contributions; plus

(iv) one hundred percent (100%) of the
principal amount of all Debt of Borrower which is
subordinated to the senior debt of Borrower and which
has, since June 1, 1996, been converted or exchanged
for equity interests in the Borrower.

ARTICLE III

Ratifications, Representations and Warranties

Section 3.01 Ratifications;. The terms and provisions set forth
in this Amendment shall modify and supersede all inconsistent terms and
provisions set forth in the Loan Documents and except as expressly modified and
superseded by this Amendment, the terms and provisions of the Loan Documents
(including all amendments thereto which include, without limitation, that
certain Amendment to Loan Documents dated May 1, 1992, that certain Second
Amendment to Loan Documents dated November 5, 1993, that certain Third
Amendment to Loan Documents dated July 22, 1994, that certain Fourth Amendment
to Loan Documents dated December 31, 1994, that certain Fifth Amendment to Loan
Documents dated April 14, 1995, that certain Sixth Amendment to Loan Documents
dated June 1, 1995 and that certain Seventh Amendment to Loan Documents dated
April 30, 1996, all as filed in the real property records where the Mortgages
are filed as described on Schedule I [collectively, the "Previous Amendments"]
and each of which are hereby incorporated herein by this reference as if set
forth herein in their entirety) are ratified and confirmed and shall continue
in full force and effect. The liens, security interests and assignments
created and evidenced by the Loan Documents are valid and existing liens,
security interests and assignments of the respective priority recited in the
Loan Documents and no party hereto has any claims, offsets, defenses or
counterclaims to the terms and provisions of the Loan Documents or arising out
of any acts or omissions of any party with respect thereto. Each of the
parties hereto agree that the Loan Documents, as amended hereby and by the
Previous Amendments, shall continue to be legal, valid, binding and enforceable
in accordance with their respective terms.
<PAGE> 232
Section 3.02 Representations and Warranties. To induce Agent and
the Banks to modify the Loan Documents as herein set forth, the Borrower and
each Guarantor represents and warrants to the Agent and the Banks that:

(b) No Event of Default has occurred and is continuing
and no event or condition has occurred that with the giving of notice
or lapse of time or both would be an Event of Default, and the
Borrower and each Guarantor is in full compliance with all covenants
and agreements binding on them contained in the Loan Documents, as
amended hereby.

(c) The execution, delivery, and performance by it of
this Amendment has been duly authorized by all requisite action on its
part and do not and will not violate or conflict with its articles of
incorporation, bylaws, partnership agreement or certificate of limited
partnership or any law, rule, or regulation or any order, writ,
injunction, or decree of any court, governmental authority, or
arbitrator, and do not and will not conflict with, result in a breach
of, or constitute a default under, or result in the creation or
imposition of any lien (except as provided herein) upon any of its
revenues or assets pursuant to the provisions of any indenture,
mortgage, deed of trust, security agreement, franchise, permit,
license, or other instrument or agreement by which it or any of its
properties is bound.

(d) This Amendment constitutes its legal, valid, and
binding obligations, enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency, or other laws of general
application relating to the enforcement of creditor's rights.

(f) No statement, information, report, representation, or
warranty made by it in this Amendment or furnished to any Bank in
connection with this Amendment or any of the transactions contemplated
hereby contains any untrue statement of a material fact or omits to
state any material fact necessary to make the statements herein or
therein not misleading. There is no fact known to it which has a
material adverse effect, or which might in the future have a material
adverse effect, on its business, condition (financial or otherwise),
operations, prospects, or properties that has not been disclosed in
writing to the Banks.
<PAGE> 233
(g) The bylaws, articles or certificate of incorporation,
partnership agreement and certificates of limited partnership of each
Loan Party, as applicable, have not been revoked, amended or otherwise
modified since June of 1995 and are all in full force and effect.

ARTICLE IV

Miscellaneous

Section 4.01 Survival of Representations and Warranties. All
representations and warranties made in this Amendment shall survive the
execution and delivery of this Amendment, and no investigation by Agent or any
Bank or any closing shall affect the representations and warranties or the
right of Agent and each Bank to rely upon them.

Section 4.02 Reference to Loan Documents. Each of the Loan
Documents are hereby amended so that any reference in such Loan Documents to
the other Loan Documents shall mean a reference to such other Loan Documents as
amended hereby.

Section 4.03 Severability. Any provision of this Amendment held
by a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.

Section 4.04 Applicable Law. This Amendment shall be governed by
and construed in accordance with the laws of the state of New York except to
the extent that the provisions of the Loan Documents are governed by the laws
of another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

Section 4.05 Successors and Assigns. This Amendment is binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns, except neither the Borrower nor any Guarantor may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of the Banks.

Section 4.06 Counterparts. This Amendment may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same agreement.

Section 4.07 Effect of Waiver. No consent or waiver, express or
implied, by Rabobank, the Agent, SunTrust or Harris to or for any breach of or
deviation from any covenant, condition or duty by the Borrower or any Guarantor
shall be deemed a consent or waiver to or of any other breach of the same or
any other covenant, condition or duty.
<PAGE> 234
Section 4.08 Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 4.09 Entire Agreement. This Amendment and all other
instruments, documents and agreements executed and delivered in connection with
this Amendment embody the final, entire agreement among the parties hereto and
supersede any and all prior commitments, agreements, representations and
understandings, whether written or oral, relating to this Amendment, and may
not be contradicted or varied by evidence of prior, contemporaneous or
subsequent oral agreements or discussions of the parties hereto.

Executed as of the date first written above.

CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

By:
----------------------------------
B.J. Raines
Vice President of each Company

CAL-MAINE PARTNERSHIP, LTD.

By: Cal-Maine Foods, Inc.,
its general partner

By:
--------------------------
B.J. Raines, Vice President

SUNTRUST BANK, ATLANTA,
formerly known as Trust Company Bank

By:
------------------------------
Name:
------------------------
Title:
----------------------
<PAGE> 235
By:
------------------------------------------
Name:
------------------------------------
Title:
----------------------------------

COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW
YORK BRANCH, individually and as Agent

By:
------------------------------------------
Name:
------------------------------------
Title:
----------------------------------

By:
------------------------------------------
Name:
------------------------------------
Title:
----------------------------------
<PAGE> 236
HARRIS TRUST AND SAVINGS BANK

By:
---------------------------
Carl A. Blackham
Vice President
<PAGE> 237
DATE: October 10, 1996 FAX NUMBER: (601) 969-0905

TO: Bobby Raines COMPANY: Cal-Maine
PHONE NUMBER: (601) 948-6813

FROM: Rick Beard PHONE NUMBER: (404) 877-9107
FAX NUMBER: (404) 877-9150

- --------------------------------------------------------------------------------
TOTAL NUMBER OF PAGES (INCLUDING COVER): one
- --------------------------------------------------------------------------------

Good afternoon, Bobby,

As we discussed, below please find the amendments which Rabobank approved today
for the benefit of Cal-Maine. These amendments have been approved, in theory,
by SunTrust and have been presented to Harris Trust for their consideration.
Give me a call if any of these are ambiguous. Thanks!

We have approved:

an amendment to allow Cal-Maine to pay cash dividends. This amendment will only
be effective upon successful completion of a currently contemplated public
offering and subject to no other covenant being violated by a dividend payment.
It will, further, be subject to a limitation on the payment of those dividends
to exclude any fiscal year in which the company suffers a net loss; and,

an amendment to redefine the Cash Flow Coverage Ratio so as to include the
payment of any cash dividends as part of the denominator of the required ratio
calculation. The amended covenant will be:

NI + Taxes + depreciation and amortization + Interest Paid

----------------------------------------------------------1.25:1
Int + cm/ltd + Dividends

(with current definitions to remain in place)

RABOBANK

<PAGE> 1
EXHIBIT 10.2

$12,257,000.00

NOTE PURCHASE AGREEMENT

DATED AS OF

NOVEMBER 10, 1993

BETWEEN

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

AND

CAL-MAINE FOODS, INC.
<PAGE> 2
TABLE OF CONTENTS

[Not a part of the Agreement]

<TABLE>
<S> <C> <C>
SECTION 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
-----------
1.01 "Accounting Period(s)" . . . . . . . . . . . . . . . . . . . . . 1
--------------------
1.02 "Affiliates" . . . . . . . . . . . . . . . . . . . . . . . . . . 1
----------
1.03 "Assets" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
------
1.04 "Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . 1
------------
1.05 "Cash Flow" . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
---------
1.06 "Closing" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
-------
1.07 "Closing Date" . . . . . . . . . . . . . . . . . . . . . . . . . 2
------------
1.08 "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
----
1.09 "Commitment" . . . . . . . . . . . . . . . . . . . . . . . . . . 2
----------
1.10 "Committed Revolving Credit" . . . . . . . . . . . . . . . . . . 2
--------------------------
1.11 "Consolidated Basis" . . . . . . . . . . . . . . . . . . . . . . 2
------------------
1.12 "Controlled Group" . . . . . . . . . . . . . . . . . . . . . . . 2
----------------
1.13 "Current Assets" . . . . . . . . . . . . . . . . . . . . . . . . 2
--------------
1.14 "Current Liabilities" . . . . . . . . . . . . . . . . . . . . . . 2
-------------------
1.15 "Current Ratio" . . . . . . . . . . . . . . . . . . . . . . . . . 2
-------------
1.16 "Debt Service" . . . . . . . . . . . . . . . . . . . . . . . . . 2
------------
1.17 "Deed of Trust" . . . . . . . . . . . . . . . . . . . . . . . . . 2
-------------
1.18 "Employee Benefit Plan" . . . . . . . . . . . . . . . . . . . . . 3
---------------------
1.19 "Environmental Laws" . . . . . . . . . . . . . . . . . . . . . . 3
------------------
1.20 "ERISA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-----
1.21 "ERISA Affiliate" . . . . . . . . . . . . . . . . . . . . . . . . 3
---------------
1.22 "Events of Default" . . . . . . . . . . . . . . . . . . . . . . . 3
-----------------
1.23 "Fiscal Year" . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-----------
1.24 "Funded Debt" . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-----------
1.25 "GAAP" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
----
1.26 "Hazardous Material" . . . . . . . . . . . . . . . . . . . . . . 3
------------------
1.27 "Historical Financial Statements" . . . . . . . . . . . . . . . . 3
-------------------------------
1.29 "Liabilities" . . . . . . . . . . . . . . . . . . . . . . . . . . 4
-----------
1.30 "Lien" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
----
1.31 "Loan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
----
1.32 "Loan Documents" . . . . . . . . . . . . . . . . . . . . . . . . 4
--------------
1.33 "Mortgage" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
--------
1.34 "Most Recent Balance Sheets" . . . . . . . . . . . . . . . . . . 4
--------------------------
1.35 "Multiemployer Plan" . . . . . . . . . . . . . . . . . . . . . . 4
------------------
1.36 "Multiple Employer Plan" . . . . . . . . . . . . . . . . . . . . 4
----------------------
1.37 "Net Income" . . . . . . . . . . . . . . . . . . . . . . . . . . 4
----------
1.38 "Net Tangible Assets" . . . . . . . . . . . . . . . . . . . . . . 4
-------------------
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C> <C>
1.39 "Net Worth" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
---------
1.40 "Notes" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
-----
1.41 "Obligations" . . . . . . . . . . . . . . . . . . . . . . . . . . 5
-----------
1.42 "Officer's Certificate" . . . . . . . . . . . . . . . . . . . . . 5
---------------------
1.43 "PBGC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
----
1.44 "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
------
1.45 "Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
----
1.46 "Plan Administrator" . . . . . . . . . . . . . . . . . . . . . . 5
------------------
1.47 "Plan Sponsor" . . . . . . . . . . . . . . . . . . . . . . . . . 5
------------
1.48 "Responsible Officer" . . . . . . . . . . . . . . . . . . . . . . 5
-------------------
1.49 "Security Documents" . . . . . . . . . . . . . . . . . . . . . . 5
------------------
1.50 "Security Property" . . . . . . . . . . . . . . . . . . . . . . . 5
-----------------
1.51 "Strip" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
-----
1.53 "Subsidiary" . . . . . . . . . . . . . . . . . . . . . . . . . . 6
----------
1.54 "Tangible Assets" . . . . . . . . . . . . . . . . . . . . . . . . 6
---------------
1.55 "Tangible Net Worth" . . . . . . . . . . . . . . . . . . . . . . 6
------------------
1.56 "Taxes" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
-----
1.57 "Waste" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
-----
1.58 "Working Capital" . . . . . . . . . . . . . . . . . . . . . . . . 6
---------------

SECTION 2. Purchase and Sale of Notes . . . . . . . . . . . . . . . . . . . 6
--------------------------
2.01 Authorization of Notes . . . . . . . . . . . . . . . . . . . . . 6
----------------------
2.02 Sale and Purchase of Notes . . . . . . . . . . . . . . . . . . . 6
--------------------------
2.03 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-------

SECTION 3. Conditions of Purchase . . . . . . . . . . . . . . . . . . . . . 7
----------------------
3.01 Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . 7
--------------
3.02 Representations and Warranties . . . . . . . . . . . . . . . . . 8
------------------------------
3.03 Performance; No Default . . . . . . . . . . . . . . . . . . . . . 8
-----------------------
3.04 Compliance Certificate . . . . . . . . . . . . . . . . . . . . . 8
----------------------
3.05 Opinions of Counsel . . . . . . . . . . . . . . . . . . . . . . . 8
-------------------
3.06 Recordation; Perfection . . . . . . . . . . . . . . . . . . . . . 9
-----------------------
3.07 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
---------
3.08 Committed Revolving Credit . . . . . . . . . . . . . . . . . . . 9
--------------------------
3.09 Legal Investment . . . . . . . . . . . . . . . . . . . . . . . . 9
----------------
3.10 No Adverse Legislation, Action or Decision, etc. . . . . . . . . 9
------------------------------------------------
3.11 Compliance with Securities Laws . . . . . . . . . . . . . . . . . 10
-------------------------------
3.12 Environmental Information . . . . . . . . . . . . . . . . . . . . 10
-------------------------
3.13 No Actions Pending . . . . . . . . . . . . . . . . . . . . . . . 10
------------------
3.14 Proceedings and Documents . . . . . . . . . . . . . . . . . . . . 10
-------------------------
3.15 Payment of Closing Fees . . . . . . . . . . . . . . . . . . . . . 10
-----------------------
3.16 Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
----------

SECTION 4. Representations and Warranties . . . . . . . . . . . . . . . . . 10
------------------------------
4.01 Good Standing . . . . . . . . . . . . . . . . . . . . . . . . . . 10
-------------
</TABLE>

-ii-
<PAGE> 4
<TABLE>
<S> <C> <C>
4.02 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
---------
4.03 Binding Agreement . . . . . . . . . . . . . . . . . . . . . . . . 11
-----------------
4.04 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
----------
4.05 No Conflicting Agreements . . . . . . . . . . . . . . . . . . . . 11
-------------------------
4.06 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . 11
-------------------
4.07 Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
-----------
4.08 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
-----
4.09 Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 12
------------
4.10 Violation of Laws, etc. . . . . . . . . . . . . . . . . . . . . . 12
-----------------------
4.11 Stock of the Company, etc. . . . . . . . . . . . . . . . . . . . 12
--------------------------
4.12 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 12
------------
4.13 Business and Financial Statements . . . . . . . . . . . . . . . . 13
---------------------------------
4.14 Changes, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
-------------
4.15 Tax Returns and Payments . . . . . . . . . . . . . . . . . . . . 13
------------------------
4.16 Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
-----------
4.17 Committed Revolving Credit . . . . . . . . . . . . . . . . . . . 14
--------------------------
4.18 Title to and Condition of Properties; Liens . . . . . . . . . . . 14
-------------------------------------------
4.19 Compliance with Other Instruments . . . . . . . . . . . . . . . . 15
---------------------------------
4.20 Governmental Consents . . . . . . . . . . . . . . . . . . . . . . 15
---------------------
4.21 Permits, Patents, Trademarks, etc. . . . . . . . . . . . . . . . 15
----------------------------------
4.22 Offer of Notes . . . . . . . . . . . . . . . . . . . . . . . . . 16
--------------
4.23 Status Under Certain Federal Statutes . . . . . . . . . . . . . . 16
-------------------------------------
4.24 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . 16
---------------------
4.25 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
----------
4.26 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . 18
--------------------
4.27 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
--------
4.28 Compliance with Covenants . . . . . . . . . . . . . . . . . . . . 18
-------------------------
4.29 Employee Controversies . . . . . . . . . . . . . . . . . . . . . 18
----------------------

SECTION 5. Company's Covenants . . . . . . . . . . . . . . . . . . . . . . . 18
-------------------
5.01 Use of Loan Proceeds . . . . . . . . . . . . . . . . . . . . . . 18
--------------------
5.02 Annual Financials . . . . . . . . . . . . . . . . . . . . . . . . 18
-----------------
5.03 Interim Financials . . . . . . . . . . . . . . . . . . . . . . . 19
------------------
5.04 Other Information . . . . . . . . . . . . . . . . . . . . . . . . 19
-----------------
5.05 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . 19
-----------------
5.06 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
----------
5.07 Preservation of Properties . . . . . . . . . . . . . . . . . . . 19
--------------------------
5.08 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
---------
5.09 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
-----
5.10 Maintain Existence . . . . . . . . . . . . . . . . . . . . . . . 19
------------------
5.11 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . 20
--------------------
5.12 Reports to SEC and to Stockholders . . . . . . . . . . . . . . . 20
----------------------------------
5.13 Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . 20
--------------
5.14 Current Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . 20
-------------
5.15 Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . 20
---------------
</TABLE>

-iii-
<PAGE> 5
<TABLE>
<S> <C> <C>
5.16 Working Capital Plus Committed Revolving Credit . . . . . . . . . 20
-----------------------------------------------
5.17 Net Tangible Asset Test . . . . . . . . . . . . . . . . . . . . . 20
-----------------------
5.18 Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . 20
------------------
5.19 Cash Flow to Debt Service . . . . . . . . . . . . . . . . . . . . 21
-------------------------
5.20 Investment in Security Property . . . . . . . . . . . . . . . . . 21
-------------------------------
5.21 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
---------
5.22 Lease Obligations . . . . . . . . . . . . . . . . . . . . . . . . 21
-----------------
5.23 Mergers, Consolidations . . . . . . . . . . . . . . . . . . . . . 21
-----------------------
5.24 Transfer of Stock in Company . . . . . . . . . . . . . . . . . . 21
----------------------------
5.25 Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
----------
5.26 Other Information . . . . . . . . . . . . . . . . . . . . . . . . 21
-----------------
5.27 Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
----------
5.28 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . 24
---------------------
5.29 Maintenance of Properties; Insurance . . . . . . . . . . . . . . 25
------------------------------------
5.30 Survey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
------
5.31 Place of Payments . . . . . . . . . . . . . . . . . . . . . . . . 25
-----------------

SECTION 6. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . 26
-----------------
6.01 Principal, Interest or Premium . . . . . . . . . . . . . . . . . 26
------------------------------
6.02 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 26
------------
6.03 Waste . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
-----
6.04 Other Default . . . . . . . . . . . . . . . . . . . . . . . . . . 26
-------------
6.05 Foreclosure, Seizure, etc. . . . . . . . . . . . . . . . . . . . 26
--------------------------
6.06 Receiver, Bankruptcy, etc. . . . . . . . . . . . . . . . . . . . 26
--------------------------
6.07 Representations and Warranties . . . . . . . . . . . . . . . . . 27
------------------------------
6.08 Hazardous Material . . . . . . . . . . . . . . . . . . . . . . . 27
------------------

SECTION 7. Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . 27
-------------------
7.01 Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . 27
------------
7.02 Exercise of Rights and Remedies . . . . . . . . . . . . . . . . . 27
-------------------------------
7.03 Remedies, etc., Cumulative . . . . . . . . . . . . . . . . . . . 27
--------------------------
7.04 No Waiver, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 27
---------------
7.05 Accounts and Set Off . . . . . . . . . . . . . . . . . . . . . . 28
--------------------

SECTION 8. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 28
-------------
8.01 Expenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 28
--------------
8.02 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
--------
8.03 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
-------
8.04 Change, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
------------
8.05 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 29
-------------
8.06 Terms Binding . . . . . . . . . . . . . . . . . . . . . . . . . . 29
-------------
8.07 Gender, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
------------
8.08 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
--------
8.09 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 30
------------
8.10 Further Assurances and Corrective Instruments . . . . . . . . . . 30
---------------------------------------------
</TABLE>

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<PAGE> 6
<TABLE>
<S> <C> <C>
8.11 Estoppel Certificate . . . . . . . . . . . . . . . . . . . . . . 30
--------------------
8.12 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
----------
8.13 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
----------
8.14 Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
----------
8.15 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 30
----------------

EXHIBIT A Form of Note
EXHIBIT B Opinion of Wells Moore Simmons & Neeld
EXHIBIT C Opinion of Gaylord, Singleton, McNally, Strickland & Snyder
EXHIBIT D Opinion of Ohio Local Counsel for the Company
EXHIBIT E Opinion of Womble Carlyle Sandridge & Rice
EXHIBIT F Capitalization of the Company/Options/Convertible Stock
EXHIBIT G Subsidiaries
EXHIBIT H Liabilities
EXHIBIT I Changes, etc.
EXHIBIT J Funded Debt/Restrictions on Liabilities
EXHIBIT J-1 Amount of Committed Revolving Credit
EXHIBIT K UCC Financing Statements
</TABLE>

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<PAGE> 7
NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this "Agreement") is made as of the10th day
of November, 1993 by and between JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, a
Massachusetts corporation (the "Purchaser"); and CAL-MAINE FOODS, INC., a
Delaware corporation (the "Company");

R E C I T A L S:

The Company has agreed to sell to Purchaser and Purchaser has agreed to
purchase from Company at private sale, at par, an aggregate of $12,257,000.00
in principal amount of Secured Notes due 2003, upon and subject to the terms,
conditions, and provisions of this Agreement.

NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:

SECTION 1. Definitions

All accounting terms not specifically defined herein shall have the
meanings assigned to them as determined by generally accepted accounting
principles, consistently applied. Unless the context otherwise requires, when
used herein, the following terms shall have the following meanings:

1.01 "Accounting Period(s)" shall mean the accounting periods during
each Fiscal Year of the Company which are determined as follows: Each Fiscal
Year of the Company has four quarters and each quarter has three (3) Accounting
Periods consisting of two (2) four-week Accounting Periods and one (1)
five-week Accounting Period. The Accounting Periods shall not be changed
without the prior written consent of the Purchaser.

1.02 "Affiliates" shall mean any Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with
the Company. A Person shall be deemed to control a corporation if such Person
possesses, directly or indirectly, the power to direct or cause the direction
of the management and policies of such corporation, whether through the
ownership of voting securities, by contract or otherwise.

1.03 "Assets" shall mean all assets owned or controlled by the
Company or any Subsidiary or any right or interest therein of the Company or
any Subsidiary, all determined on a Consolidated Basis.

1.04 "Business Day" shall mean any day other than a Saturday, a
Sunday or a day on which commercial banks in Boston, Massachusetts, are
required or authorized to be closed.

1.05 "Cash Flow" shall mean with respect to the applicable period,
the sum of (i) Net Income before interest and taxes, (ii) depreciation expense,
and (iii) amortization expense of the Company determined on a Consolidated
Basis.
<PAGE> 8
1.06 "Closing" shall have the meaning ascribed to such term in
Section 2.03 of this Agreement.

1.07 "Closing Date" shall have the meaning ascribed to such term in
Section 2.03 of this Agreement.

1.08 "Code" means the Internal Revenue Code of 1986, as amended, or
any successor Federal tax code. Any reference to any provision of the Code
shall also be deemed to be a reference to any successor provision or provisions
thereof.

1.09 "Commitment" shall mean the commitment letter of the Purchaser
described in Section 3.16 of this Agreement.

1.10 "Committed Revolving Credit" shall mean revolving credit
facilities from institutional lenders in favor of Company evidenced by written
loan agreements, financing agreements or other similar agreements which are in
full force and effect obligating such institutional lenders to make loans or
advances to Company on a revolving basis.

1.11 "Consolidated Basis" means that all Assets, Liabilities,
income, equities, debts, or obligations, of the Company and any Subsidiary
shall be consolidated for accounting purposes in calculating the various
ratios, requirements, covenants, restrictions and agreements contained in this
Agreement.

1.12 "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company, are treated as a single
employer under Section 414 of the Code.

1.13 "Current Assets" shall mean, at any time, all Assets which
normally will be converted into cash within one year.

1.14 "Current Liabilities" shall mean, at any time, any Liabilities
which must be paid or satisfied within a year, excluding any deferred taxes,
but including advances on revolving lines of credit with a maturity of twelve
(12) months or less.

1.15 "Current Ratio" shall mean the ratio of (a) Current Assets to
(b) Current Liabilities.

1.16 "Debt Service" shall mean, with respect to each applicable
period, the sum of (i) interest charges plus (ii) principal payments or
principal maturities which become due within the applicable period relating to
Indebtedness.

1.17 "Deed of Trust" means the Deed of Trust, Assignment of Rents,
Security Agreement and Financing Statement of even date herewith from the
Company to The Fidelity Company, as trustee for the benefit of the Purchaser,
covering certain real and personal property located in Pitt County, North
Carolina, all as the same may be amended or modified from time to time.

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<PAGE> 9
1.18 "Employee Benefit Plan" shall mean each Plan and each other
"employee benefit plan" as defined in Section 3(3) of ERISA, which is or,
during the six-year period ending on the date hereof, has been established or
maintained, or to which contributions are or, during the six-year period ending
on the date hereof, have been made by the Company or any Subsidiary of the
Company.

1.19 "Environmental Laws" shall mean any "Environmental Laws" as
defined in Section 32 of the Deed of Trust or any "Environmental Laws" as
defined in Section 32 of the Mortgage.

1.20 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor law. Any reference to any
provision of ERISA shall also be deemed to be a reference to any successor
provision or provisions thereof.

1.21 "ERISA Affiliate" means any member of the Controlled Group.

1.22 "Events of Default" means those events set forth in Section 6
hereof.

1.23 "Fiscal Year" or "fiscal year" shall mean the fiscal year of
the Company. Each fiscal year of the Company currently ends on the Saturday
which is closest to May 31 of each year. The fiscal year of the Company shall
not be changed without the prior written consent of Purchaser.

1.24 "Funded Debt" shall mean the sum of all Indebtedness of the
Company maturing more than one year after the date of determination whether
secured or unsecured, excluding, however, revolving lines of credit and
deferred taxes, all determined on a Consolidated Basis.

1.25 "GAAP" shall mean generally accepted accounting principles as
set forth in the opinions of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements of the Financial
Accounting Standards Board or in such opinions and statements of such other
entities as shall be approved by a significant segment of the accounting
profession, provided, however, that any reference in Section 5, or in the
definition of any term used in Section 5, to GAAP shall mean GAAP in effect on
the date hereof.

1.26 "Hazardous Material" shall mean any "Hazardous Material" as
defined in paragraph 32 of the Deed of Trust or any "Hazardous Material" as
defined in Section 32 of the Mortgage.

1.27 "Historical Financial Statements" shall have the meaning set
forth in Section 4.13 of this Agreement.

1.28 "Indebtedness" shall mean, as applied to any Person, (i)
obligations of such Person for borrowed money, (ii) obligations of such Persons
evidenced by bonds, debentures, notes or other similar instruments, (iii)
obligations of such Person to pay the deferred purchase price of property or
services, (iv) obligations of leases which would be classified as a capitalized
lease in accordance with GAAP, (v) obligations of such Person to reimburse
another Person in respect of amounts paid under a letter of credit or similar
instrument, (vi) obligations with respect to interest rate and currency swaps
and similar obligations obligating such Person to make payments, (vii)
indebtedness secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by)

-3-
<PAGE> 10
a Lien on any asset of such Person, (viii) any recourse obligation of such
Person in connection with a sale of receivables, and (ix) guarantees or similar
credit support by such Person of the Indebtedness of another Person.

1.29 "Liabilities" shall mean all Indebtedness or other obligations
of Company and its Subsidiaries, all determined on a Consolidated Basis.

1.30 "Lien" means any mortgage, deed of trust, pledge, security
interest, assignment, encumbrance, lien, or charge of any kind, including,
without limitation, any conditional sale or other title retention agreement,
any lease in the nature thereof, and the filing of or agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction.

1.31 "Loan" means the indebtedness in the aggregate principal amount
of $12,257,000.00 to be evidenced by the Notes purchased by the Purchaser
pursuant to the terms and conditions of this Agreement.

1.32 "Loan Documents" means collectively the Notes, this Agreement,
the Deed of Trust, the Mortgage and any other instrument, document, and
agreement now and hereafter evidencing, securing, guarantying, indemnifying,
and given by the Company or any third party in connection with the Loan or any
of the other Obligations (including those documents set forth in Section 3
hereof) and any and all amendments thereto and modifications thereof.

1.33 "Mortgage" means the Mortgage, Assignment of Rents, Security
Agreement and Financing Statement of even date herewith from the Company in
favor of the Purchaser covering certain real and personal property located in
Darke County, Ohio, all as the same may be amended or modified from time to
time.

1.34 "Most Recent Balance Sheets" means collectively the
consolidated balance sheets of the Company and their Subsidiaries dated as of
September 25, 1993.

1.35 "Multiemployer Plan" shall mean any plan described in Section
4001(a)(3) of ERISA to which contributions are or, during the six-year period
ending on the date hereof, have been made, or were required to have been made,
by the Company, any Subsidiary of the Company, or any of their respective ERISA
Affiliates, or as to which any such person has any obligation for contributions
or withdrawal liability.

1.36 "Multiple Employer Plan" means a Plan described in Section
4063(a) of ERISA.

1.37 "Net Income" means for any period the net income of the Company
and their Subsidiaries determined on a Consolidated Basis.

1.38 "Net Tangible Assets" shall mean Tangible Assets less Current
Liabilities.

1.39 "Net Worth" shall mean all Assets less all Liabilities.

-4-
<PAGE> 11
1.40 "Notes" mean collectively the Secured Notes described in
Section 2 hereof and any and all amendments thereto and modifications thereof
and all substitutions therefor.

1.41 "Obligations" means the obligation of the Company and its
Subsidiaries to (a) pay the unpaid principal amount of the Notes, plus all
accrued and unpaid interest thereon and (b) pay and perform all other charges,
interest, expenses, obligations, indemnifications, covenants and agreements
under this Agreement and the other Loan Documents.

1.42 "Officer's Certificate" shall mean a certificate executed on
behalf of the Company by a Responsible Officer.

1.43 "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

1.44 "Person" includes a corporation, an association, a partnership,
an organization, a business, an individual, or a government or political
subdivision thereof or governmental agency.

1.45 "Plan" means any plan described in Section 4021(a) of ERISA and
not excluded pursuant to Section 4021(b) thereof, and any plan subject to
Section 412 of the Code or Section 302 of ERISA, which is or, during the
six-year period ending on the date hereof, was maintained, or to which
contributions are or, during the six-year period ending on the date hereof,
were made, or required to be made, by the Company, any Subsidiary or any of
their respective ERISA Affiliates, or as to which any such person has any
liability for contributions or withdrawal liability, but not including any
Multiemployer Plan.

1.46 "Plan Administrator" shall have the meaning assigned to the
term "administrator" in Section 3(16)(A) of ERISA.

1.47 "Plan Sponsor" shall have the meaning assigned to the term
"plan sponsor" in Section 3(16)(B) of ERISA.

1.48 "Responsible Officer" shall mean any of the Chairman or Vice
Chairman of the Board of Directors, the Chief Executive Officer, the President,
any Executive Vice President, the Vice President-Controller, any Vice President
or the Treasurer of the Company.

1.49 "Security Documents" shall mean the Deed of Trust, the
Mortgage, and all other assignments, documents or instruments, now or hereafter
securing the Notes, all as the same may be modified or amended from time to
time.

1.50 "Security Property" shall mean all the real property, personal
property and other property described in the Deed of Trust, the Mortgage or the
other Loan Documents and which has been granted or conveyed as security for the
Loan.

1.51 "Strip" shall mean an act of spoiling the Security Property or
the removal of items constituting Security Property from the land which
constitutes part of the Security Property.

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<PAGE> 12
1.52 "Subordinated Debt" shall mean Indebtedness which is subject
and inferior in right of payment and otherwise to the indebtedness evidenced by
the Notes pursuant to subordination agreements in form satisfactory to the
Purchaser.

1.53 "Subsidiary" shall mean any corporation, partnership,
association, or other business entity a majority (by number of votes) of the
outstanding shares of any class or classes of which shall at the time be owned
or controlled by the Company (or by a Subsidiary of the Company), if the
holders of the shares of such class or classes (i) are ordinarily, in the
absence of contingencies, entitled to elect a majority of the directors (or
persons performing similar functions) of the issuer thereof, even though the
right to vote has been suspended by the happening of such a contingency, or
(ii) are at the time entitled, as such holders, to elect a majority of the
directors (or persons performing similar functions) of the issuer thereof,
whether or not the right to vote exists by reason of the happening of a
contingency.

1.54 "Tangible Assets" shall mean: (a) all Assets minus (b) all
intangible Assets including, without limitation, goodwill, licenses, patents,
trademarks, trade names, copyrights, service marks, and brand names.

1.55 "Tangible Net Worth" shall mean Tangible Assets less all
Liabilities.

1.56 "Taxes" means all taxes and assessments whether general or
special, ordinary or extraordinary, or foreseen or unforeseen, of every
character (including all penalties or interest thereon), which at any time may
be assessed, levied, confirmed, or imposed on the Company or any of their
properties or assets or any part thereof or in respect of any of their
franchises, businesses, income, or profits, and all claims for sums which by
law have or might become a lien or charge upon any of their properties or
assets.

1.57 "Waste" shall mean the destruction or material alteration or
deterioration of the Security Property, or any improper use, abuse or
mismanagement of the Security Property.

1.58 "Working Capital" shall mean Current Assets less Current
Liabilities.

SECTION 2. Purchase and Sale of Notes

2.01 Authorization of Notes. The Company has authorized the issue
and sale of $12,257,000 aggregate principal amount of its Secured Notes due
December 1, 2003, to be substantially in the form of Exhibit A, with such
changes therefrom, if any, as may be approved by Company and Purchaser.

2.02 Sale and Purchase of Notes. The Company will issue and sell to
Purchaser and, subject to the terms and conditions hereof, the Purchaser will
purchase from the Company, at the Closing provided for in Section 2.03, two (2)
Secured Notes due December 1, 2003, one being in the principal amount of
$6,257,000.00 and the other being in the principal amount of $6,000,000.00, at
the purchase price of 100% of the principal amount thereof.

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<PAGE> 13
2.03 Closing. The closing of the sale of the Notes to be purchased
by Purchaser (the "Closing") shall take place at the offices of Womble Carlyle
Sandridge & Rice, at 10:00 A.M., Winston-Salem, North Carolina time, on
November 3, 1993 or on such other Business Day thereafter on or prior to
November 30, 1993 as may be agreed upon by the Company and Purchaser (the
"Closing Date"). At the Closing, the Company will deliver to Purchaser the
Notes to be purchased by Purchaser, dated the Closing Date and payable to the
order of Purchaser (or Purchaser's nominee), against delivery by Purchaser to
the Company of immediately available funds in the aggregate amount of the
purchase price therefor, such delivery to be by wire transfer to the Company in
accordance with instructions provided by the Company. If at the Closing the
Company shall fail to tender such Notes to Purchaser as provided in this
Section, or any of the conditions specified in Section 3 shall not have been
fulfilled to Purchaser's satisfaction, Purchaser shall, at its election, be
relieved of all further obligations hereunder, without thereby waiving any
other rights Purchaser may have by reason of such failure or such
nonfulfillment.

SECTION 3. Conditions of Purchase

Conditions Precedent to the Purchase. The obligation of the Purchaser to
purchase the Notes is subject to the following express conditions precedent:

3.01 Loan Documents. The Company shall have delivered to the
Purchaser the following:

(a) Notes. The executed Notes;

(b) Deed of Trust. The executed Deed of Trust;

(d) Assignment of Rents. Assignments of Leases, Rents and Profits
duly executed by the Company, one relating to the North Carolina Security
Property and the other relating to the Ohio Security Property.

(e) Environmental Indemnification. A Certificate and
Indemnification Regarding Environmental Matters duly executed by the Company.

(f) Authorization for Disbursement. An Authorization for
Disbursement of the proceeds of the Loan duly executed by the Company.

(g) UCC Financing Statements. UCC Financing Statements duly
executed by the Company covering the Security Property.

(h) Resolutions. A certified copy of resolutions of the Board of
Directors of the Company authorizing the execution, delivery, and performance
of this Agreement, the Notes, and the other Loan Documents.

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<PAGE> 14
(i) Charter and By-Laws. A copy, certified by the corporate
secretary of the Company, of the charter and by-laws of the Company.

(j) Incumbency Certificate. A certificate of the corporate
secretary of the Company as to the incumbency and signatures of the officers
signing this Agreement, the Notes, the other Loan Documents, and any other
documents to be delivered pursuant hereto.

(k) Good Standing Certificate. A certificate, as of the most
recent date practicable, of the North Carolina Secretary of State as to the
good standing of the Company.

(l) Good Standing Certificate. A certificate, as of the most
recent date practicable, of the Delaware Secretary of State as to the good
standing of the Company.

(m) Good Standing Certificate. A certificate, as of the most
recent date practicable, of the Ohio Secretary of State as to the good standing
of the Company.

(n) Miscellaneous. Such other documents, instruments, opinions,
and agreements as the Purchaser and its counsel may require in their
discretion.

3.02 Representations and Warranties. The representations and
warranties of the Company contained herein and those otherwise made in writing
by or on behalf of the Company in connection with the transactions contemplated
hereby shall be correct in all material respects when made and at the time of
the Closing.

3.03 Performance; No Default. The Company shall have performed and
complied in all material respects with all agreements and conditions contained
herein required to be performed or complied with by the Company prior to or at
the Closing. At the time of the Closing no Event of Default shall have
occurred and be continuing.

3.04 Compliance Certificate. The Company shall have delivered to
Purchaser an Officer's Certificate, dated the Closing Date, certifying that the
conditions specified in sections 3.02 and 3.03 have been fulfilled and
certifying that, after giving effect to the issuance of all the Notes, the
Company will be in compliance with all limitations on the incurrence by the
Company of Liabilities contained in any instrument or agreement applicable to
or binding on the Company.

3.05 Opinions of Counsel. Purchaser shall have received favorable
opinions, dated the Closing Date and satisfactory to Purchaser, (a) from
Messrs. Wells Moore Simmons & Neeld, special counsel for the Company, covering
the matters set forth in Exhibit B and such other matters incident to the
transactions contemplated hereby as Purchaser or Purchaser's special counsel
may reasonably request, (b) from (i) Gaylord, Singleton, McNally, Strickland &
Snyder, local counsel for the Company in North Carolina, and (ii) Marchal &
Marchal, local counsel for the Company in Ohio, covering the matters set forth
in Exhibit C and D, as the case may be, and such other matters incident to the
transactions contemplated hereby as Purchaser or Purchaser's special counsel
may reasonably request, and (c) from Womble Carlyle Sandridge & Rice,
Purchaser's special counsel in connection

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<PAGE> 15
with such transactions, covering the matters set forth in Exhibit E and such
other matters incident to the transactions contemplated hereby as Purchaser may
reasonably request.

3.06 Recordation; Perfection. (a) Purchaser shall have received
proof that the Security Documents or appropriate financing statements and other
documents required by the Security Documents have been filed and/or recorded in
such jurisdictions as Purchaser or Purchaser's special counsel shall have
specified.

(b) The Company shall have duly paid all taxes, fees and other
governmental charges in connection with the execution, delivery, recording,
publication and filing of the Security Documents, and Purchaser shall have
received satisfactory evidence of such payment.

(c) Purchaser shall have received copies of searches of records of
financing statements filed under the Uniform Commercial Code, lien and judgment
searches, title searches and surveys (which may be updates of surveys done
previously under which have been furnished to and are satisfactory to
Purchaser), as appropriate, with respect to the Security Property, which
searches and surveys are reasonably satisfactory to Purchaser.

(d) The Purchaser shall have received binding policies of
mortgagee's title insurance (with such co-insurance and/or reinsurance
arrangements as are satisfactory to Purchaser) on each parcel of the Security
Property specified by Purchaser pursuant to policies on the applicable ALTA
form which will insure that the mortgagees thereunder will have a valid first
mortgage lien in the amount of the value of such Security Property as
reasonably determined by Purchaser, subject to such exceptions as are provided
for in the Security Documents.

3.07 Insurance. Purchaser shall have received insurance binders for
all policies of insurance required by this Agreement and any of the Security
Documents, together with the loss payable endorsements required hereby and
thereby.

3.08 Committed Revolving Credit. The Purchaser shall have received
true and complete copies of each agreement and instrument relating to Committed
Revolving Credit in effect on the Closing Date.

3.09 Legal Investment. On the Closing Date, Purchaser shall have
determined to its satisfaction that Purchaser's purchase of the Notes shall be
permitted by the laws and regulations of each jurisdiction to which Purchaser
is subject, but without recourse to provisions permitting limited investments
by insurance companies without restrictions as to the character of the
particular investment.

3.10 No Adverse Legislation, Action or Decision, etc. No
legislation shall have been enacted by either house of Congress or by any state
legislature, no other action shall have been taken by any United States or
state or local governmental authority, whether by order, regulation, rule,
ruing or otherwise, and no decision shall have been rendered by any court of
competent jurisdiction in the United States, which would materially adversely
affect the Notes being purchased at the Closing by Purchaser as an investment.

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<PAGE> 16
3.11 Compliance with Securities Laws. The offering and sale of the
Notes at the Closing shall have complied with all applicable requirements of
federal and state securities laws, and Purchaser shall have received evidence
thereof satisfactory to Purchaser.

3.12 Environmental Information. Purchaser shall have received at
least 10 Business Days prior to the Closing Date such information regarding
environmental matters as may be reasonably requested by Purchaser or
Purchaser's special counsel, which information shall include environmental
surveys, reports or audits prepared by an environmental consulting or
engineering firm for or on behalf of the Company on any of the facilities,
properties or operations of the Company, its Subsidiaries and their joint
ventures, in scope, methodology and substance satisfactory to Purchaser.

3.13 No Actions Pending. There shall be no suit, action,
investigation, inquiry or any other proceeding by any governmental body or any
other Person, or any other legal or administrative proceeding pending or
threatened against the Company or any of their Affiliates, which questions the
validity, legality or enforceability of any of the Loan Documents and would
materially adversely affect any of the parties hereto or any of the
transactions contemplated hereby.

3.14 Proceedings and Documents. All corporate and other proceedings
in connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be satisfactory to Purchaser
and Purchaser's special counsel, and Purchaser and Purchaser's special counsel
shall have received all such counterpart originals or certified or other copies
of such documents as Purchaser or special counsel may reasonably request.

3.15 Payment of Closing Fees. The Company shall have paid the
reasonable fees, expenses and disbursements of Purchaser's special counsel
which are reflected in statements of such counsel rendered prior to or on the
Closing Date pursuant to section 8.01; and thereafter (without limiting the
provisions of section 8.01) the Company will pay, promptly upon receipt of any
supplemental statements therefor, additional reasonable fees, if any, and
disbursements of Purchaser's special counsel in connection with the closing
(including unpaid disbursements as of the Closing Date) and attention to
post-Closing matters.

3.16 Commitment. The Company shall have complied with all the
terms, conditions and covenants contained in that certain Loan Commitment dated
September 9, 1993, issued by the Purchaser to the Company, as amended.

SECTION 4. Representations and Warranties

To induce the Purchaser to purchase the Notes hereunder, the Company hereby
makes the following representations and warranties to the Purchaser:

4.01 Good Standing. The Company (a) is a corporation duly
organized, existing, and in good standing under the laws of the jurisdiction of
its formation, and (b) has the power to own its property and to carry on its
business and is qualified to do business and is in good standing in each
jurisdiction in which the character of properties owned by it or the
transaction of its business makes such qualification necessary.

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<PAGE> 17
4.02 Authority. The Company has full power and authority to enter
into this Agreement, to issue and sell the Notes hereunder, to execute and
deliver the Notes and the other Loan Documents to which it is a party, and to
perform and comply with the terms, conditions, and agreements set forth herein
and therein, all of which have been duly authorized by all proper and necessary
corporate action. No consent or approval of the shareholders of the Company or
of any governmental authority is required as a condition to the validity of
this Agreement, the Notes, or the other Loan Documents.

4.03 Binding Agreement. This Agreement constitutes, and the Notes
and the other Loan Documents constitute the valid and legally binding
obligations of the Company enforceable in accordance with their respective
terms.

4.04 Litigation. There are no claims, actions, suits or proceedings
pending or, so far as any person signing below as or on behalf of the Company
knows, threatened or reasonably anticipated before any court or administrative
agency which will materially adversely affect the financial condition or
operations of the Company.

4.05 No Conflicting Agreements. There are no provisions of the
Company's charter and by-laws and no provisions of any existing mortgage, deed
of trust, indenture, contract, lease, or agreement binding on the Company or
affecting the Company's property which the execution, delivery or carrying out
of the terms of this Agreement, the Notes or the other Loan Documents would
result in a breach of or constitute a default thereunder or conflict with or in
any way prevent the execution, delivery, or carrying out of the terms of this
Agreement, the Notes, or the other Loan Documents.

4.06 Financial Condition. The financial statements of the Company,
copies of which have been furnished to the Purchaser, were prepared in
accordance with generally accepted accounting principles consistently applied
and are complete and correct and fairly and accurately present the financial
condition of the Company as of their date and the results of their operations
for the period then ended. There has been no material adverse change in the
financial condition of the Company or the results of the Company's operations
since the date of such financial statements.

4.07 Information. All information contained in any financial
statement, application, schedule, report, certificate, opinion, or any other
document given by the Company or by any other Person in connection with the
Loan or with any of the Loan Documents is in all respects true and accurate,
and the Company or such other person have not omitted to state any material
fact or any fact necessary to make such information not misleading.

4.08 Taxes. All Taxes imposed upon the Company and its properties,
operations, and income have been paid and discharged prior to the date when any
interest or penalty would accrue for the nonpayment thereof except for those
Taxes being contested in good faith, by appropriate proceedings by the Company
and the amount thereof is adequately reserved.

4.09 Margin Stock. The Company does not own and has no present
intention of acquiring any "margin stock" within the meaning of Regulation G
(12 C.F.R. Section 207) or within the meaning of Regulation U (12 C.F.R.
Section 221) of the Board of Governors of the Federal Reserve System. None of
the proceeds of the Loan will be used, directly or indirectly, by the Company
for the purpose of

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<PAGE> 18
purchasing or carrying, or for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry, any margin
stock or for any other purpose which might constitute the transactions
contemplated hereby a "purpose credit" within the meaning of Regulation G or
Regulation U, or cause this Agreement to violate any other regulation of the
Board of Governors of the Federal Reserve System or the Securities Exchange Act
of 1934 or the Small Business Investment Act of 1958, as amended, or any rules
or regulations promulgated under any of such statutes.

4.10 Violation of Laws, etc. Neither the consummation of the
purchase and sale of the Notes nor the use, directly or indirectly, of all or
any portion of the proceeds of the sale of the Notes hereunder will violate or
result in a violation of any provision of any applicable statute, regulation,
or order of, or any restriction imposed by, any state or the United States of
America or by any authorized official, board, department, instrumentality, or
agency thereof. The Company is in compliance with all applicable federal,
state and local laws, rules, and regulations and orders of any court of other
governmental authority having jurisdiction.

4.11 Stock of the Company, etc. The capitalization of the Company
is as set forth in Exhibit F. All shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid and nonassessable.
No authorized but unissued or treasury shares of capital stock of the Company
are subject to any option, warrant, right to call or commitment of any kind or
character except as set forth on Exhibit F. The Company does not have any
outstanding stock or securities convertible into or exchangeable for any shares
of its capital stock, or any rights issued to any Person (either preemptive or
other) to subscribe for or to purchase, or any options for the purchase of, or
any agreements providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to any of its capital
stock or securities convertible into or exchangeable for any of its capital
stock except as set forth on Exhibit F. Neither the Company nor any Subsidiary
is subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any shares of its capital stock or any convertible
securities, rights or options of the type described in the preceding sentence
except as set forth on Exhibit F.

4.12 Subsidiaries. Exhibit G correctly lists (a) as to each
Subsidiary on the date of this Agreement (i) its name, (ii) the jurisdiction of
its incorporation, (iii) the percentage of its issued and outstanding shares
owned by the Company or another Subsidiary (specifying such other Subsidiary),
and (b) the name of each Person not included in clause (a) of this Section in
which the Company owns any direct or indirect equity interest. Each Subsidiary
is a corporation duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation and has all requisite
corporate power and authority (A) to own and operate its properties, (B) to
carry on its business as now conducted and as proposed to be conducted, (C) to
enter into each of the Documents to which it is a party, (D) to carry out the
terms of each of the Loan Documents to which it is a party, (E) to assign and
grant a security interest or mortgage in the Security in the manner and for the
purpose contemplated by the Security Documents, to which it is a party and (F)
to enter into and carry out the terms of all other agreements and instruments
executed and delivered by it pursuant to or in connection with the Loan
Documents to which it is a party. All the outstanding shares of capital stock
of each Subsidiary are validly issued, fully paid and nonassessable, and all
such shares indicated in Exhibit G as owned by the Company or by any other
Subsidiary are so owned beneficially and of record by

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<PAGE> 19
the Company or by such other Subsidiary free and clear of any Lien. No
authorized but unissued or treasury shares of capital stock of any Subsidiary
are subject to any option, warrant, right to call or commitment of any kind or
character.

4.13 Business and Financial Statements. The Company have delivered
to Purchaser complete and correct copies of the audited balance sheets and
income statements of the Company as of May 29, 1993, and interim unaudited
financial statements for the seventeen (17) week period ending September 25,
1993 (collectively, the "Historical Financial Statements"). The Historical
Financial Statements present fairly the financial position and results from
operations of the Company, as of the respective dates and for the respective
periods specified. To the best of the Company's knowledge, except as set forth
in Exhibit H, neither the Company nor any of its Subsidiaries has any material
liabilities or obligations of any nature, whether absolute, accrued, contingent
or otherwise, or any material unsatisfied judgments or any leases for a period
in excess of five years which either individually or in the aggregate are
material, except those (x) which are fully reflected or reserved against on the
Most Recent Balance Sheets or (y) which are not in excess of and are incurred
subsequent to the date of such balance sheets in the ordinary course of
business consistent with past practice. The reserves reflected on the Most
Recent Balance Sheets are appropriate and reasonable.

4.14 Changes, etc. Except as disclosed in Exhibit I, since the date
of the Most Recent Balance Sheets, (a) there has been no change in the assets,
liabilities or financial condition of, the Company and its Subsidiaries, taken
as a whole, other than changes in the ordinary course of business which have
not been, either in any case or in the aggregate, materially adverse to, the
Company and its Subsidiaries, taken as a whole, and (b) neither the business,
operations, condition (financial or otherwise), properties or prospects of the
Company or any of its Subsidiaries have been affected by any occurrence or
development (whether or not insured against) which has been, either in any case
or in the aggregate, materially adverse to, as a whole, the Company and its
Subsidiaries.

4.15 Tax Returns and Payments. The Company and its Subsidiaries
have filed or caused to be filed all material tax returns which are required to
be filed and have paid or caused to be paid all material taxes shown to be due
and payable on said returns or on any assessments made against them or any of
their respective properties and all other material taxes, fees or other charges
imposed on them or any of their respective properties by any governmental
authority (other than those the amount or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with generally accepted accounting principles have been
provided on the books of the Company or its Subsidiaries, as the case may be);
and no tax liens have been filed and no claims are being asserted with respect
to any such taxes, fees or other charges (other than such liens or claims, the
amount or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
generally accepted accounting principles have been provided). The Federal
income tax liabilities of the Company have been finally determined by the
Internal Revenue Service and satisfied, or the time for audit has expired, for
all fiscal periods through fiscal year 1989. The charges, accruals and
reserves on the books of the Company and its Subsidiaries in respect of
Federal, State and other income taxes for all fiscal periods through September
25, 1993 are adequate in the opinion of the Company, and the Company knows of
no unpaid assessment for additional Federal, state or other income taxes for
any period, or any basis for any assessment which would materially adversely
affect the Company.

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<PAGE> 20
4.16 Funded Debt. Exhibit J correctly describes all Funded Debt of
the Company and its Subsidiaries (including any significant intercompany items)
outstanding, or for which the Company and its Subsidiaries have commitments, on
the date of this Agreement, in each case to the extent such Funded Debt or
commitment exceeds $500,000.00 individually, and identifies the collateral
securing any secured Funded Debt. Neither the Company nor any Subsidiary is in
default with respect to any Liabilities or any instrument or agreement relating
thereto, and, except as set forth on Exhibit J, no instrument or agreement
applicable to or binding on the Company or any Subsidiary contains any
restrictions on the incurrence by the Company of additional Liabilities. No
Indebtedness of the Company is senior in priority to payment of the
Indebtedness of the Company incurred pursuant to the Notes and the other Loan
Documents.

4.17 Committed Revolving Credit. The Company has provided the
Purchaser with correct and complete copies of each agreement and instrument
relating to Committed Revolving Credit in effect on the Closing Date. At the
time of Closing, outstanding borrowings under the Committed Revolving Credit
equal the amount set forth on Exhibit J-1. Neither the Company nor any
Subsidiary is in default with respect to the Committed Revolving Credit or any
instrument or agreement relating thereto.

4.18 Title to and Condition of Properties; Liens. At the time of
the Closing and after giving effect to the transactions contemplated hereby,
the Company and its Subsidiaries will have good and, in the case of real
property, marketable title to all of its owned properties and assets. At the
time of Closing, none of the Security Property will be subject to any Liens
except such as are permitted by the Security Documents. At the time of the
Closing and after giving effect to the transactions contemplated hereby, the
Company and its Subsidiaries will be entitled to enjoy peaceful and undisturbed
possession, as lessee, under all leases of real property on which facilities
owned or operated by it are situated, and all such leases will be valid and
subsisting and in full force and effect and no material default and, to the
Company's knowledge, no other default on the part of the Company or its
Subsidiaries shall exist thereunder. Substantially all items of real and
material personal property owned by, leased to or used by the Company and/or
each Subsidiary are in adequate operating condition and repair, ordinary wear
and tear excepted, are free and clear of any known defects, except such defects
as do not substantially interfere with the continued use thereof in the conduct
of normal operations, and are able to serve the function for which they are
currently being used. Neither this Agreement nor any other Loan Document, nor
any transaction contemplated under any such agreement, will affect any right,
title or interest of the Company or such Subsidiary in and to any of such
assets in a manner that would have or is reasonably likely to have a material
adverse effect on the business, operations, condition (financial or otherwise),
properties or prospect of the Company and its Subsidiaries, taken as a whole.
At the time of the Closing and immediately after giving effect to the
transactions contemplated hereby, (i) none of the Security Property will be
subject to presently effective financing statements under the Uniform
Commercial Code, except financing statements naming the Purchaser as secured
party, financing statements in respect of liens which will be discharged prior
to the Closing, and financing statements described on Exhibit K, and (ii)
neither the Company nor any Subsidiary has signed any presently effective
financing statement or any presently effective security agreement authorizing
any secured party thereunder to file any such financing statement describing
the Security Property.

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<PAGE> 21
4.19 Compliance with Other Instruments. Neither the Company nor any
Subsidiary is in violation of any term of any agreement or instrument to which
it is a party or by which it is bound, or of any applicable law, ordinance,
rule or regulation of any governmental authority, or of any applicable order,
judgment or decree of any court, arbitrator or governmental authority
(including, without limitation, any such law, ordinance, rule, regulation,
order, judgment or decree relating to environmental protection and pollution
control, occupational health and safety standards and controls, consumer
protection or equal employment practice requirements), or of any term of its
charter or by-laws, the consequence of any of which violations could
reasonably be expected to have a material adverse effect on the business,
operations, condition (financial or otherwise), properties or prospects of the
Company and its Subsidiaries, taken as a whole; and neither the execution,
delivery and performance of this Agreement or any other Loan Document, nor the
consummation of the other transactions contemplated hereby or thereby will
result in any violation of or be in conflict with or constitute a default under
any such term or result in the creation of (or impose any obligation on the
Company or any Subsidiary to create) any Lien upon any of the properties of the
Company or any Subsidiary pursuant to any such term.

4.20 Governmental Consents. Except for the recordings and filings
of the Deed of Trust, the Mortgage and associated UCC Financing Statements, no
consent, approval or authorization of, or declaration or filing with, any
governmental authority on the part of the Company or any Subsidiary is required
for the valid execution and delivery of this Agreement, or any other Loan
Document, the valid offer, issue, sale and delivery of the Notes pursuant
hereto or the assignment of, and the grant of a security interest in or
mortgage on, the Security Property, in the manner and for the purpose
contemplated by the Security Documents.

4.21 Permits, Patents, Trademarks, etc. (a) The Company and each
Subsidiary has all permits and licenses for the operation of its business as
presently conducted which are material to the business, operations, condition
(financial or otherwise) or properties of the Company and its Subsidiaries,
taken as a whole.

(b) At the time of the Closing, the Company and its Subsidiaries
will own or possess (or will be licensed or otherwise have the full right to
use) all patents, trademarks, service marks, trade names and copy rights,
technology, know-how and processes, and all rights with respect to the
foregoing, which are necessary for the operation of its business as presently
conducted without any known material conflict with the rights of others. The
consummation of the transactions contemplated hereby will not alter or impair
in any material respect any of such rights of the Company. No product of the
Company infringes in any material respect or, to the Company's knowledge, in
any other respect on any patent, trademark, service mark, trade name,
copyright, license or other right owned by any other Person; no claim or
litigation is pending or (to the best knowledge of the Company) threatened
against or affecting the Company or any Subsidiary contesting its right to sell
or use any product or material. To the best knowledge of the Company, there is
no material violation by any Person of any right of the Company or any
Subsidiary with respect to any material patent, trademark, trade name or
service mark owned by the Company or such Subsidiary.

4.22 Offer of Notes. Neither the Company nor any Person acting on
its behalf has directly or indirectly offered the Notes or any part thereof or
any similar securities for sale to, or solicited any

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<PAGE> 22
offer to buy any of the same from, or otherwise approached or negotiated in
respect thereof with anyone other than Purchaser. Neither the Company nor any
Person acting on its behalf has taken or will take any action which would
subject the issuance and sale of the Notes to the provisions of section 5 of
the Securities Act of 1933, as amended, or to the provisions of any state
securities law requiring registration of securities, notification of the
issuance or sale thereof or confirmation of the availability of any exemption
from such registration.

4.23 Status Under Certain Federal Statutes. The Company is not (a)
a "holding company" or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", as such terms are defined in the Public Utility Holding Company Act
of 1935, as amended, (b) a "public utility", as such term is defined in the
Federal Power Act, as amended, or (c) an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended. Neither the Company nor any Subsidiary is a
"rail carrier", or a "person controlled by or affiliated with a rail carrier",
within the meaning of Title 49, U.S.C., and the Company is not a "carrier" to
which 49 U.S.C. Section 11301(b)(1) is applicable.

4.24 Compliance with ERISA. (a) No Plan and no trust created under
any Plan has been terminated, which termination resulted in any material
liability of the Company, any Subsidiary or any ERISA Affiliate which has not
been satisfied. All Employee Benefit Plans of the Company and all such plans
of its Subsidiaries have been operated and administered in compliance with
ERISA and the Code in all material respects. Neither the Company nor any of
its Subsidiaries has breached the fiduciary rules of ERISA in any material
respect or engaged in any transaction in connection with which any such entity
could be subjected to either a material civil penalty assessed pursuant to
Section 502(i) or 502(l) of ERISA or a material tax imposed by Section 4975 of
the Code. Full payment has been made of all amounts which the Company or any
of its Subsidiaries or any of their respective ERISA Affiliates is required
under the terms of each Employee Benefit Plan, ERISA, the Code or any
applicable contract or collective bargaining agreement to have paid as a
contribution to such Plan as of the date hereof. No accumulated funding
deficiency (as defined in Section 302 of ERISA and Section 412 of the Code),
whether or not waived, exists or has occurred with respect to any Plan. No
material liability to the PBGC, other than for premiums, has been or is
expected by the Company or any of its Subsidiaries or any of their respective
ERISA Affiliates to be incurred with respect to any Plan, and there has been no
Reportable Event which has not been waived and no event or condition exists
which presents a material risk of termination of any Plan by the PBGC.

(b) The aggregate fair market value of the assets of the Plans
equals or exceeds the aggregate present value of all benefit liabilities under
the Plans determined on a termination basis; with respect to any Plan the fair
market value of the assets of which does not exceed the present value of all
benefit liabilities thereunder (an "Underfunded Plan"), the amount by which the
present value of benefit liabilities under each Underfunded Plan (determined on
a termination basis) exceeds the fair market value of the assets of such
Underfunded Plan is not more than $0.00; and the aggregate amount by which the
present value of the benefit liabilities under all Underfunded Plans
(determined on a termination basis) exceeds the fair market value of the assets
of all such Underfunded Plans is not more than $0.00.

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<PAGE> 23
(c) No withdrawal liability in excess of $0.00 for which the
Company, any Subsidiary or any of their respective ERISA Affiliates may be held
liable has been incurred and remains unsatisfied, or is expected to be incurred
by the Company or any of its Subsidiaries or any of their respective ERISA
Affiliates with respect to all Multiemployer Plans and Multiple Employer Plans
if a complete or partial withdrawal (within the meaning of Sections 4203 and
4205, respectively, of ERISA) from all Multiemployer Plans and Multiple
Employer Plans by all such persons were to occur. Full payment has been made
of all amounts which the Company or any of its Subsidiaries or any of their
respective ERISA Affiliates is required under the terms of any Multiemployer
Plan, ERISA, the Code or any collective bargaining agreement to have paid as a
contribution to such Multiemployer Plan as of the date hereof.

(d) The execution, performance and delivery of this Agreement and
the Loan Documents by any party thereto and the issuance and sale of the Notes
hereunder and thereunder, and any actions by any Subsidiary of the Company
related thereto, will not involve any non-exempt prohibited transaction within
the meaning of Section 406 of ERISA or Section 4975 of the Code. The Company
has delivered to each Purchaser, if requested, a complete and correct list of
all employee benefit plans with respect to which the Company is a party in
interest or with respect to which any of their securities are employer
securities. As used in this subsection 5.20(d), the terms "employee benefit
plans" and "party in interest" have the respective meanings specified in
section 3 of ERISA, and the term "employer securities" has the meaning
specified in section 407 (d) (1) of ERISA.

(e) The Company and its Subsidiaries have no obligations to provide
medical and life insurance benefits to former or retired employees.

4.25 Disclosure. Neither (a) the Historical Financial statements,
(b) any statement made by or on behalf of the Company or any Affiliate in this
Agreement or the other Loan Documents, nor (c) any other document, certificate
or instrument delivered to Purchaser by or on behalf of the Company in
connection with the transactions contemplated hereby contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading. There
is no fact known to the Company which materially adversely affects or in the
future may (so far as the Company can now reasonably foresee) materially
adversely affect the business, operations, condition (financial or otherwise),
properties or prospects of the Company which has not been set forth herein or
in the other documents, certificates and instruments delivered to Purchaser by
or on behalf of the Company specifically for use in connection with the
transactions contemplated hereby.

4.26 Compliance with Laws. Each of the Company and each Subsidiary
is in compliance in all material respects with all laws, regulations and
requirements applicable to its business and has obtained all authorizations,
consents, approvals, orders, permits, licenses, exemptions from, and has
accomplished all filings or registrations or qualifications with, any court or
governmental department, public body or authority, commission, board, bureau,
agency, or instrumentality, necessary for the transaction of its business,
except where the failure so to be in compliance or to obtain or accomplish any
of the matters referred to above would not materially adversely affect the
business, operations, condition (financial or otherwise), properties or
prospects of the Company and its Subsidiaries, taken as a whole.

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<PAGE> 24
4.27 Solvency. The Company is solvent and will continue to be
solvent after giving effect to (i) the transactions contemplated by this
Agreement and the Loan Documents; and (ii) the payment of all fees, costs and
expenses payable by the Company on the Closing Date.

4.28 Compliance with Covenants. At the Closing and after giving
effect to the transactions contemplated by this Agreement and the Loan
Documents, the Company will be in compliance with the covenants contained in
subsections 5.14, 5.15, 5.16, 5.17, 5.18 and 5.19 hereof.

4.29 Employee Controversies. There are no strikes, work stoppages
or controversies pending or, to the Company's knowledge, threatened between the
Company or any of its Subsidiaries and any of their employees, which are, in
the aggregate, materially adverse to the financial condition, results of
operations or business of the Company and its Subsidiaries, taken as a whole.

SECTION 5. Company's Covenants

Until payment in full of all of the Obligations:

5.01 Use of Loan Proceeds. The Company will use the proceeds of the
Loan only for (a) the retirement of short-term debt of the Company in
connection with the acquisition of the Ohio Security Property, and (b) the
refinancing of John Hancock Loan #163392.

5.02 Annual Financials. The Company will furnish to the Purchaser
as soon as available but in no event more than ninety (90) days after the end
of each fiscal year financial statements of the Company on a Consolidated Basis
prepared in accordance with generally accepted accounting principles, including
balance sheet, statement of income and expense, statement of shareholder equity
and statement of changes in financial position, fully certified by independent
certified public accountants satisfactory to the Purchaser who are members of
the American Institute of Certified Public Accountants. Such financial
statements shall be accompanied by the accountants' statement that they are
familiar with the financial covenants and provisions of this Agreement and the
other Loan Documents and that no Event of Default exists hereunder or, if an
Event of Default exists, specifying the nature and period of the Event of
Default.

5.03 Interim Financials. The Company will furnish to the Purchaser
as soon as available but in no event more than thirty (30) days after the end
of each Accounting Period financial statements of the Company in the form of
those required under the immediately preceding section of this Agreement
prepared and certified by the chief financial officer of the Company. Once
every fiscal quarter, such financial statements shall be accompanied by a
certificate signed by the chief financial officer of the Company to the effect
that no Event of Default exists hereunder or, if an Event of Default exists,
specifying the Event of Default and the steps, if any, being taken to cure it.

5.04 Other Information. The Company will furnish to the Purchaser,
promptly from time to time, such information concerning the operations,
business, affairs, and financial condition of the Company as the Purchaser may
reasonably request.

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<PAGE> 25
5.05 Books and Records. The Company will at all times (a) maintain
complete and accurate books and records; (b) keep and maintain all books and
records of the Company at the Company's principal place of business at 3320
Woodrow Wilson Drive, Jackson, Mississippi 39209; and (c) give the Purchaser at
least thirty (30) days prior written notice before making a change in the
Company's principal place of business or in the location of such books and
records.

5.06 Litigation. The Company will promptly notify the Purchaser of
(a) any claims, actions, suits or litigation instituted, threatened or
reasonably anticipated against the Company which would materially and adversely
affect the condition (financial, business or otherwise) of the Company or the
Property, and (b) the entry of any judgment or Lien against the Company's
assets or properties in excess of $500,000.00.

5.07 Preservation of Properties. The Company will at all times (a)
maintain its properties, whether owned or leased, in good operating condition,
and from time to time will make all proper repairs, renewals, replacements,
additions, and improvements thereto needed to maintain such properties in good
operating condition, (b) comply with the provisions of all material leases to
which it is a party or under which it occupies, uses or possesses property so
as to prevent any loss or forfeiture thereof or thereunder, and (c) comply with
all laws, rules, regulations, and orders applicable to the properties or any
part thereof; provided, however, that nothing contained in this section shall
require the making of any repair, renewal, replacement, addition, or
improvement of or to a particular property or the continued maintenance of any
property which would not be required in the exercise of sound business
judgment.

5.08 Insurance. The Company will at all times maintain such
insurance on the Security Property as is required by the insurance covenants
contained in the Security Documents.

5.09 Taxes. Except to the extent that the validity or amount
thereof is being contested in good faith, by appropriate proceedings and the
amount thereof is adequately reserved, the Company will pay and discharge all
Taxes prior to the date when any interest or penalty would accrue for the
nonpayment thereof.

5.10 Maintain Existence. The Company will at all times maintain in
full force and effect its corporate existence, rights, privileges, licenses,
permits and franchises and qualify and remain qualified in all jurisdictions
where qualification is required; provided, however, that the provisions of this
subparagraph are subject to the terms of subparagraph 5.23 of the paragraph
below captioned "Mergers, Consolidations".

5.11 Compliance with Laws. The Company will at all times comply
with all applicable federal, state, and local laws, rules, and regulations, and
orders of any court or other governmental authority having jurisdiction and
which relate to the Security Property or the operations or business conducted
thereon.

5.12 Reports to SEC and to Stockholders. The Company will furnish
to the Purchaser, promptly upon the filing or making thereof, at least one (1)
copy of (a) all financial statements, reports, notices, and proxy statements
sent to stockholders, and (b) if the shares of the Company

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<PAGE> 26
should become publicly traded, all regular and other reports filed by Company
or either of them with any securities and exchange or with the Securities and
Exchange Commission.

5.13 Adverse Change. The Company shall promptly notify the
Purchaser of any condition or event that constitutes, or with the lapse of
time, the giving of notice, or both, would constitute an Event of Default, and
promptly inform the Purchaser of any material adverse change in the condition
(financial, business or otherwise) of the Company.

5.14 Current Ratio. The Company will at all times maintain a
Current Ratio of not less than 1.25:1 determined quarterly on a Consolidated
Basis.

5.15 Working Capital. The Company will at all times maintain
Working Capital of at least $1 per laying hen determined quarterly on a
Consolidated Basis.

5.16 Working Capital Plus Committed Revolving Credit. The Company
will at all times maintain Working Capital plus Committed Revolving Credit of
at least $2 per laying hen determined quarterly on a Consolidated Basis.

5.17 Net Tangible Asset Test. The Company will at all times
maintain a ratio of Net Tangible Assets to Funded Debt of not less than (i)
1.80:1 for the Fiscal Year ending in 1994, (ii) 1.90:1 for the Fiscal Year
ending in 1995, and (iii) 2.00:1 for the Fiscal Year ending in 1996, and each
Fiscal Year thereafter, determined annually on a Consolidated Basis; provided,
however, if the Company issues equity securities or Subordinated Debt is
converted to equity, then the required ratio of Net Tangible Assets to Funded
Debt shall automatically increase to 2.00:1 for the Fiscal Year ending in which
the Company issues equity securities or Subordinated Debt is converted, as the
case may be.

5.18 Tangible Net Worth. The Company will not at any time permit
its Tangible Net Worth to be less than $38,000,000.00 plus (i) 50% of Net
Income (provided that such amount shall not be less than zero) plus (ii) 100%
of the proceeds from the issuance of equity securities plus (iii) 100% of the
amount of Subordinated Debt converted to equity, determined semi-annually on a
Consolidated Basis; provided, however, in no event shall the Tangible Net Worth
of the Company decrease from the previous date of determination.

5.19 Cash Flow to Debt Service. The Company's ratio of Cash Flow to
Debt Service averaged over twelve (12) rolling quarters shall be at all times
at least 1.50:1 determined on a Consolidated Basis.

5.20 Investment in Security Property. The Company shall reinvest
annually in capital improvements to or repair and maintenance of the Security
Property no less than twenty-five percent (25.0%) (determined on a Consolidated
Basis) of their annual depreciation as indicated on the financial reports and
statements delivered to Purchaser in accordance with this Agreement.

5.21 Dividends. Without the prior written consent of the Purchaser,
the Company shall not (i) declare or pay any dividend, (ii) make any
distribution on any shares of any class of its own stock,

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<PAGE> 27
or (iii) redeem, retire, purchase or otherwise acquire for value any shares of
any class of its own stock, if in any Fiscal Year the aggregate amount of such
dividends and payments would exceed fifty percent (50%) of Net Income for such
Fiscal Year.

5.22 Lease Obligations. The Company will not enter into (i) any
leases of real or personal property whether as lessor or lessee or (ii) any
sale and lease back arrangements of any kind whereby the Company's aggregate
lease obligations for any fiscal year would exceed two and one-half of one
percent (2.5%) of Net Tangible Assets determined upon a Consolidated Basis;
provided, however, that leases of rolling stock shall be excluded for the
purposes of the foregoing calculation.

5.23 Mergers, Consolidations. The Company will not be a party to
any merger or consolidation with any other Person unless the Company shall be
the surviving corporation and, following such merger or consolidation, the
Company shall be in full compliance with all covenants, restrictions,
representations and warranties contained in this Agreement and in the other
Loan Documents, all determined on a Consolidated Basis. The Company shall,
however, give the Purchaser written notice of any merger or consolidations
permitted under this subparagraph within fifteen (15) days after the effective
date thereof.

5.24 Transfer of Stock in Company. The shares of stock in the
Company may be transferred subject, however, to the limitation that Fred Adams
or members of his immediate family shall at all times own at least fifty-one
percent (51%) of the voting rights in the Company.

5.25 Accounting. The Company will maintain, and will cause each
Subsidiary to maintain, a system of accounting established and administered in
accordance with GAAP, and will accrue, and will cause each Subsidiary to
accrue, all such liabilities as shall be required by GAAP.

5.26 Other Information. The Company will deliver to Purchaser, so
long as any Obligations are outstanding:

(a) (i) within ten days after it or any of its Subsidiaries knows
or has reason to know that a Reportable Event has occurred with respect to any
Plan (whether or not the requirement for notice of such Reportable Event has
been waived by the PBGC), a certificate of a senior financial officer of the
Company setting forth the details of such Reportable Event and stating the
action, if any, that the Company or any ERISA Affiliate proposes to take with
respect thereto; (ii) upon request made from time to time and promptly
confirmed in writing, a copy of the most recent actuarial report and annual
report completed with respect to any Plan of the Company or any of its
Subsidiaries; (iii) within ten days after it or any of its Subsidiaries knows
or has reason to know that any of the following has occurred with respect to
any Plan: (A) any Plan has been terminated, (B) the Plan Sponsor intends to
terminate any Plan or amend any Plan in a manner that would be treated as a
termination under Section 4041(e) of ERISA, (C) a substantial cessation of
operations within the meaning of section 4068(f) of ERISA has occurred under
circumstances which could result in the treatment of the Company or any ERISA
Affiliate as a substantial employer under a Multiple Employer Plan or the
application of the provisions of section 4062, 4063 or 4064 of ERISA to the
Company or any ERISA Affiliate, or (D) the PBGC has instituted or indicated its
intention to institute proceedings under section 4042 of ERISA to terminate any
Plan or proceedings to appoint a trustee to administer any Plan or
Multiemployer

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<PAGE> 28
Plan, a certificate of a senior financial officer of the Company setting forth
the details thereof and stating the action, if any, that the Company or any
ERISA Affiliate proposes to take with respect thereto; (iv) within ten days
after it or any of its Subsidiaries knows or has reason to know that (A) any of
them has experienced or caused a complete withdrawal or partial withdrawal
(within the meaning of section 4203, 4205 or 4063 of ERISA) from any Plan or
Multiemployer Plan, (B) a Multiemployer Plan is in reorganization or is
insolvent pursuant to sections 4241 or 4245 of ERISA or intends to terminate
under section 4041A of ERISA, or (C) a Multi-employer Plan intends to
terminate, a certificate of a senior financial officer of the Company setting
forth the details thereof and stating the action, if any, that the Company or
any ERISA Affiliate proposes to take with respect thereto; (v) within ten days
after it or any of its Subsidiaries knows or has reason to know that a
"prohibited transaction" within the meaning of section 406 of ERISA with
respect to any Employee Benefit Plan has occurred, a certificate of a senior
financial officer of the Company or Subsidiary, as the case may be, setting
forth the details of such prohibited transaction and the Company's or
Subsidiary's proposed response thereto; and (vi) within ten days after it, any
of its Subsidiaries or any of their respective ERISA Affiliates has any reason
to know of any event or series of events or conditions the occurrence or
existence of which could reasonably be expected to result in (A) a material
liability to the Company or any ERISA Affiliate under Title IV of ERISA, (B)
the institution of a proceeding against the Company or any ERISA Affiliate to
enforce section 515 of ERISA, or (C) the imposition of a lien on any property
of the Company or any ERISA Affiliate pursuant to section 4068 of ERISA or
section 412(n) of the Code, a certificate of a senior financial officer of the
Company setting forth the details of such event or condition and the action, if
any; that the Company, Subsidiary or ERISA Affiliate proposes to take with
respect thereto; provided that each certificate delivered pursuant to this
Section shall be accompanied by a copy of any notice or report filed with,
given to or received from the PBGC, the Internal Revenue Service or the
Department of labor with respect to the event or condition that is the subject
of the certificate;

(b) promptly, and in any event within five Business Days of the
occurrence of any of the following events, an Officer's Certificate describing
such event: (i) the Company or any Subsidiary shall have filed any amendment to
its charter documents or changed its jurisdiction of incorporation, or (ii) the
Company shall have changed its corporate name or shall do business under any
name other than Cal-Maine Foods, Inc., or (iii) the Company shall have changed
its principal place of business or its chief executive offices, or (iv) the
Company or any Subsidiary shall have become a party to any suit, action or
proceeding which, if adversely determined, would have a materially adverse
effect on the business, operations, condition (financial or otherwise),
properties or prospects of the Company and its Subsidiaries, taken as a whole,
or in which the uninsured portion of the projected settlement amount involved
therein could equal $2,000,000.00 or more, or (v) the Company or any Subsidiary
shall form or acquire any new Subsidiary, or (vi) any strike, walkout, work
stoppage or other material employee disruption relating to any plant or
facility owned or leased by the Company or any Subsidiary, or the expiration of
any labor contract to which the Company or any Subsidiary is a party or by
which it is bound (unless there exists a new labor contract in substitution
therefor), or (vii) the Company or any Subsidiary shall have obtained knowledge
that any of its insurance policies will be cancelled or not renewed and such
cancellation or failure to renew could reasonably be expected to have a
material adverse effect on the business, operations, condition (financial or
otherwise), properties or prospects of the Company and its Subsidiaries, taken
as a whole (unless there exists, or

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<PAGE> 29
the Company reasonably expects to obtain upon such policy's termination, a
similar insurance policy in substitution therefor);

(c) promptly upon receipt thereof, copies of any notices to the
Company or any Subsidiary from any federal or state administrative agency
relating to any order, ruling, statute or other law or regulation which could
reasonably be expected to have a materially adverse effect on the business,
operations, condition (financial or otherwise), properties or prospects of the
Company and its Subsidiaries, taken as a whole;

(d) promptly, and in any event within five Business Days after the
Company shall become aware of the existence of an Event of Default, an
Officer's Certificate specifying the nature and period of existence thereof and
what action the Company or a Subsidiary, as the case may be, is taking or
proposes to take with respect thereto;

(e) promptly following the Company's receipt thereof but in no
event later than 10 Business Days after such receipt, copies of each
environmental report, audit or survey of the Security Property then or
previously owned by the Company or any Subsidiary prepared by the Company or by
an environmental consulting firm or other Person, whether at the expense of the
Company or of any previous owner of such Security Property;

(f) promptly after receiving (and in no event later than five days
after receipt thereof) a written audit adjustment proposal, notice of
deficiency, revenue agent's report or similar notice from the Internal Revenue
Service asserting a material deficiency with respect to the Company or any of
its Subsidiaries, a copy of any such written audit adjustment proposal, notice
of deficiency, revenue agent's report or similar notice;

(g) promptly following the Company's receipt of a request by
Purchaser therefor, any and all filing, recording, re-filing and rerecording of
the Security Documents and/or financing statements and continuation statements
with respect thereto as is necessary to protect and preserve the rights and
interests of the Purchaser in and to the Security Property and the Liens on and
in the Security Property created by the Security Documents; and

(h) with reasonable promptness, such other information and data
with respect to the Company or any Subsidiary as from time to time may be
reasonably requested.

5.27 Inspection. (a) Purchaser or Purchaser's representatives or
agents, shall have the right, upon reasonable notice to the Company and during
normal business hours, to visit and inspect any of the properties of the
Company and of its Subsidiaries, to examine the books of account and records of
the Company and of its Subsidiaries, to make copies and extracts therefrom, to
discuss the affairs, finances and accounts of the Company and of its
Subsidiaries with, and to be advised as to the same by, its and their officers,
employees, and independent public accountants and, subject to the prior written
consent of the Company, not to be unreasonably withheld, its and their
environmental consultants, all at such reasonable times and intervals as
Purchaser may desire; provided, however, that (i) Purchaser will offer the
Company the opportunity to be present at any such discussion and (ii) in each
case Purchaser agrees to comply with all applicable health and safety
regulations and that any

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<PAGE> 30
such inspections or discussions shall not be disruptive to the normal business
activities of the Company or any Subsidiary, as the case may be. The Company
agrees to pay all reasonable fees of its environmental consultants and
accountants incurred by Purchaser in connection with Purchaser's exercise of
rights pursuant to this Section and if an Event of Default shall have occurred
and be continuing all out-of-pocket expenses incurred by Purchaser in
connection with Purchaser's exercise of rights pursuant to this Section. The
Company will, upon written request therefor, afford Purchaser the opportunity
to obtain any information, to the extent the Company possesses such information
or can acquire it without unreasonable effort or expense, necessary to verify
the accuracy of any of the representations and warranties made by the Company
hereunder.

5.28 Compliance with ERISA. The Company will not, and will not
permit any ERISA Affiliate to:

(a) (i) engage in any transaction in connection with which
the Company or any ERISA Affiliate could be subject to either a civil
penalty assessed pursuant to section 502(i) of ERISA or a tax imposed by
section 4975 of the Code, (ii) fail to make full payment when due of all
amounts which would be deductible by the Company or any ERISA Affiliate and
which, under the provisions of any Plan, applicable law or applicable
contract or collective bargaining agreement, the Company or any ERISA
Affiliate is required to pay as contributions thereto, or (iii) permit to
exist any accumulated funding deficiency, whether or not waived, with
respect to any Plan (other than a Multiemployer Plan or a Multiple Employer
Plan), if, in the case of any of subdivision (i), (ii) or (iii) above, such
penalty or tax, or the failure to make such payment, or the existence of
such deficiency, as the case may be, could have a material adverse effect
on the financial position of the Company; or

(b) permit the amount of unfunded benefit liabilities
(within the meaning of section 4001(a) (18) of ERISA) under each Plan
maintained at such time by the Company, any Subsidiary or any of their
respective ERISA Affiliates (other than Multiemployer Plans or Multiple
Employer Plans) to exceed $0.00 or permit the aggregate amount of such
unfunded benefit liabilities to exceed $0.00.

5.29 Maintenance of Properties; Insurance. The Company will
maintain or cause to be maintained in good repair, working order and condition
all properties used or useful in, and deemed material to, the business of the
Company and each Subsidiary and from time to time will make or cause to be made
all appropriate repairs, renewals and replacements thereof. The Company will
maintain or cause to be maintained, with financially sound and reputable
insurers, insurance with respect to its properties and business and the
properties and business of each Subsidiary against loss or damage of the kinds
customarily insured against by corporations of established reputation engaged
in the same or similar business and similarly situated, of such types and in
such amounts and with such deductibles and other self-insurance as are
customarily carried under similar circumstances by such other corporations.

5.30 Survey. On or before December 15, 1993, the Company shall
furnish the Purchaser a survey of the Ohio Security Property prepared,
certified and sealed by a surveyor satisfactory to the Purchaser showing, among
other things, the location of any existing improvements wholly within the
boundary lines of the Security Property and showing setback lines or building
lines, if any. The survey shall also show (a) the location of all easements
and rights of way and all other exceptions described in the title insurance
commitment heretofore submitted to the Purchaser (to the extent such

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<PAGE> 31
matters can be shown) and (b) the courses and distances to and names of the
nearest intersecting public streets or roads. The survey shall include a
certification as to the location of the Security Property within any special
flood, mudslide or erosion hazard area and shall contain such other
certifications as Purchaser may require. The surveyor shall also execute such
survey reports and certifications as the title insurance company may require in
order to delete the survey exception contained in the Purchaser's title
insurance policy with respect to the Ohio Security Property. In addition, the
Company shall furnish to the Purchaser on or before December 15, 1993, (a) if
requested by Purchaser, a duly recorded modification to the Ohio Mortgage which
changes the legal description to match the description shown on the survey,
which modification will be prepared by counsel to Purchaser at the expense of
the Company, and (b) an endorsement to Purchaser's title insurance policy which
(i) adds the modification agreement as an additional insured instrument, (ii)
updates the effective date of the title policy to the date of recording of the
modification, without any further exceptions to title unless Purchaser consents
in writing thereto, (iii) providing a full ALTA 3.1 zoning endorsement and a
full comprehensive endorsement to the policy with respect to the Ohio Security
Property, (iv) deleting the survey exception with respect to the Ohio Security
Property and (v) providing such other affirmative coverage with respect to
matters of survey as Purchaser may require.

5.31 Place of Payments. All payments on account of the Notes or
other obligations in accordance with the provisions of this Agreement shall,
until changed by Purchaser as hereinafter provided, be made by delivery of the
Company's check or checks to:

John Hancock Mutual Life Insurance Company
Agricultural Investment Department Service Center
Suite 106, 1605 South State Street
Champaign, Illinois 61820-7237

The place for or method of payment may be changed from time to time by
Purchaser by written notice to the Company setting forth the new place or
method of payment. The Purchaser expressly reserves the right to require that
payments be made by bank wire transfer of immediately available funds to a
destination designated by the Purchaser.

SECTION 6. Events of Default

The occurrence of any one or more of the following events (the "Events of
Default") shall constitute an event of default hereunder:

6.01 Principal, Interest or Premium.Any default in the payment of
the principal or interest or installments of principal and interest or premium
on any Note when the same shall be due and payable.

6.02 Indebtedness. Any default being made in payment of any
indebtedness secured by the Security Documents (other than specified in
paragraph 6.01 above) as such indebtedness becomes due, or in the payment of
the taxes, assessments or charges or insurance premiums as set forth in the
Security Documents.

6.03 Waste. If Strip or Waste be committed on or with respect to
the Security Property or improvements or other items constituting a part of the
Security Property be removed from the Security

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<PAGE> 32
Property without the prior written consent of the Purchaser and shall not be
cured within sixty (60) days after written notice from Purchaser.

6.04 Other Default. Any default being made in the performance or
observance of any other terms, covenants or agreements of the Security
Documents or of the Notes or of this Agreement or of any other document or
instrument executed in connection therewith.

6.05 Foreclosure, Seizure, etc. The institution of any foreclosure
proceeding or proceeding to exercise a power of sale or other similar
proceeding or any attempted sale, seizure or other similar enforcement action
by the holder of any deed of trust, mortgage, security agreement or other lien
upon all or any part of the Security Property whether or not the deed of trust,
mortgage, security agreement or other lien is prior to or subordinate to any of
the Security Documents.

6.06 Receiver, Bankruptcy, etc. If by order of a court of competent
jurisdiction a receiver or liquidator or trustee of the Company or the record
owner for the time being of any part of the Security Property shall be
appointed and shall not have been discharged within sixty (60) days, or if by
decree of such court the Company or such owner shall be adjudicated bankrupt or
insolvent and such decree shall continue to be undischarged and unstayed for
thirty (30) days after the entry thereof, or if a petition to reorganize the
Company or such owner pursuant to the Federal Bankruptcy Code or any other
similar statute applicable to the Company or such owner as now or hereafter in
effect shall be filed against the Company or such owner and shall not be
dismissed within one hundred twenty (120) days after such filing, or the
Company or such owner shall file a petition in voluntary bankruptcy under any
provision of any bankruptcy law or shall consent to the filing of any
bankruptcy or reorganization petition under any such law, or if (without
limitation of the generality of the foregoing) the Company or such owner shall
file a petition for an arrangement or to reorganize the Company or such owner
pursuant to the Federal Bankruptcy Code or any other similar statute applicable
to such owner, as now or hereafter in effect, or if the Company or such owner
shall institute any proceeding for dissolution or liquidation, or shall make an
assignment for the benefit of creditors, or shall admit in writing inability to
pay his or its debts generally as they become due, or shall consent to the
appointment of a receiver or trustee or liquidator of the Company or such
owner.

6.07 Representations and Warranties. Any representation or warranty
by the Company contained in this Agreement or otherwise made in connection with
the loan evidenced by the Notes shall be false or erroneous in any material
respect including, without limitation any warranty or representation made in
the Commitment.

6.08 Hazardous Material. If at any time it shall be determined that
(1) any Hazardous Material shall be located upon or under the Security Property
which is not in full compliance with all applicable Environmental Laws, or (2)
the Security Property violates any applicable Environmental Laws, or (3) the
Company is in violation of any of the representations, warranties and
agreements contained in paragraph 32 of the Deed of Trust or in paragraph 32 of
the Mortgage.

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<PAGE> 33
SECTION 7. Rights and Remedies

If any one or more Events of Default shall occur, then in each and every
such case, the Purchaser at its option may at any time thereafter exercise
and/or enforce any or all of the following rights and remedies:

7.01 Acceleration. Declare without notice to the Company all of the
Obligations to be immediately due and payable, whereupon the same shall become
due and payable, together with accrued and unpaid interest thereon, without
presentment, demand, protest, or notice, all of which the Company hereby waive.

7.02 Exercise of Rights and Remedies. Exercise any rights and
remedies available to the Purchaser under this Agreement, the Notes, the
Security Documents or the other Loan Documents, and under applicable laws.

7.03 Remedies, etc., Cumulative. Each right, power, and remedy of
the Purchaser as provided for in this Agreement or in the other Loan Documents
or now or hereafter existing at law or in equity or by statute or otherwise
shall be cumulative and concurrent and shall be in addition to every other
right, power, or remedy provided for in this Agreement or in the other Loan
Documents or now or hereafter existing at law or in equity or by statute or
otherwise, and the exercise or beginning of the exercise by the Purchaser of
any one or more of such rights, powers, or remedies shall not preclude the
simultaneous or later exercise by the Purchaser of any or all such other
rights, powers, or remedies.

7.04 No Waiver, etc. No failure or delay by the Purchaser to insist
upon the strict performance of any term, condition, covenant, or agreement of
this Agreement or of any of the other Loan Documents, or to exercise any right,
power, or remedy consequent upon a breach thereof, shall constitute a waiver of
any such term, condition, covenant, or agreement or of any such breach, or
preclude the Purchaser from exercising any such right, power, or remedy at any
later time or times. By accepting payment after the due date of any amount
payable under this Agreement or under the Notes or under any of the other Loan
Documents, the Purchaser shall not be deemed to waive the right either to
require prompt payment when due of all other amounts payable under this
Agreement, the Notes, or any of the other Loan Documents, or to declare an
Event of Default for failure to effect such prompt payment of any such other
amount.

7.05 Accounts and Set Off. The Company hereby grants to the
Purchaser, as security for the full and punctual payment and performance of the
Obligations, a continuing lien on and security interest in all now or hereafter
existing balances, credits, accounts, deposits (general or special, time or
demand, provisional or final) and all other sums credited by, maintained with
or due from the Purchaser or any affiliate of the Purchaser to the Company or
subject to withdrawal by the Company; and regardless of the adequacy of any
collateral or other means of obtaining repayment of the Obligations, the
Purchaser may at any time and without notice to the Company set off the whole
or any portion or portions of any or all such balances, credits, accounts,
deposits and other sums against any and all of the Obligations.

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<PAGE> 34
SECTION 8. Miscellaneous

8.01 Expenses, etc. Whether or not the transactions contemplated
hereby shall be consummated, the Company will pay all expenses incurred by
Purchaser in connection with such transactions and in connection with any
amendments or waivers (whether or not the same become effective) and in
connection with the enforcement of any of Purchaser's rights under or in
respect hereof or the Notes, including, without limitation: (a) the cost and
expenses of preparing and reproducing this Agreement and the other Loan
Documents, of furnishing all opinions by counsel for the Company (including any
opinions requested by Purchaser's special counsel as to any legal matter
arising hereunder) and all certificates on behalf of the Company; (b) the cost
of delivering to your principal office, insured to your satisfaction, the Notes
sold to you hereunder and any Notes delivered to you upon any substitution
thereof pursuant hereto or thereto and of your delivering any Notes, insured to
your satisfaction, upon any such substitution; (c) the reasonable fees,
expenses and disbursements of Purchaser's special counsel in connection with
such transactions and any such amendments or waivers; (d) the cost and expenses
of obtaining a Private Placement Number for the Notes; (e) the reasonable
out-of-pocket expenses incurred by Purchaser in connection with such
transactions and any such amendments or waivers; and (f) costs and expenses,
including attorneys' fees, incurred by Purchaser which shall hold any Notes in
enforcing any rights under any Loan Documents or in responding to any subpoena
or other legal process issued in connection with this Agreement, the other Loan
Documents or the transactions contemplated hereby or thereby or by reason of
Purchaser's having acquired any Note, including without limitation, costs and
expenses incurred in any bankruptcy case. The Company also agree to pay the
costs and expenses or other taxes, fees and charges incurred with respect to
the recording, registering or filing of financing statements in respect of any
Lien created by or to be maintained under any Security Document and compliance
with all statutes and regulations as may be necessary or desirable in order to
establish, protect, perfect and preserve any Lien created by or to be
maintained under any Security Document and the rights of the holders of the
Notes. The Company also will pay, and will save Purchaser and each holder of
any Notes harmless from, all claims in respect of the fees, if any, of brokers
and finders and any and all liabilities with respect to any taxes including
interest and penalties) which may be payable in respect of the execution and
delivery hereof, the issue of the Notes hereunder and any amendment or waiver
under or in respect hereof or of the Notes.

8.02 Survival. All covenants, agreements, representations, and
warranties made herein and in any other instruments or documents delivered
pursuant hereto shall survive the execution and delivery of the Notes and shall
continue in full force and effect so long as any of the Obligations are
outstanding and unpaid.

8.03 Notices. All notices, demands, requests and other
communications required under this Agreement or the Notes or the other Loan
Documents shall be in writing and shall be deemed to have been properly given,
if personally delivered, on the date of such delivery, or, if sent by Certified
U.S. Mail, return receipt requested, on the third (3rd) business day following
deposit in the U.S. mail, postage prepaid or if sent by overnight courier such
as Federal Express, Airborne, Emery or similar reputable national courier with
guaranteed overnight delivery, on the day following the date delivered to such
overnight courier. All notices shall be addressed to the party to whom it is
intended at its address set forth below:

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<PAGE> 35
Company: Cal-Maine Foods, Inc.
3320 Woodrow Wilson Drive
Jackson, Mississippi 39209
Attention: B. J. Raines

Purchaser: John Hancock Mutual Life Insurance Company
John Hancock Place
Post Office Box 111
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Agribusiness Investment Group - T57

with a copy to: John Hancock Mutual Life Insurance Company
Office Manager
2305 Cedar Springs Road
Suite 230
Dallas, Texas 75201

Any party may designate a change of address by written notice to the other,
given at least ten (10) days before such change of address is to become
effective.

8.04 Change, etc. Neither this Agreement nor any term, condition,
representation, warranty, covenant, or agreement hereof may be changed, waived,
discharged, or terminated orally but only by an instrument in writing by the
party against whom such change, waiver, discharge, or termination is sought.

8.05 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of North Carolina.

8.06 Terms Binding. All of the terms, conditions, stipulations,
warranties, representations, and covenants of this Agreement shall apply to and
be binding upon, and shall inure to the benefit of, the Company and the
Purchaser and each of their respective heirs, personal representatives,
successors, and assigns.

8.07 Gender, etc. Whenever used herein, the singular number shall
include the plural, the plural the singular, and the use of the masculine,
feminine, or neuter gender shall include all genders.

8.08 Headings. The section and subsection headings in this
Agreement are for convenience only and shall not limit or otherwise affect any
of the terms hereof.

8.09 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument.

8.10 Further Assurances and Corrective Instruments. The parties
hereto agree that they will, from time to time, execute and deliver, or cause
to be executed and delivered, such supplements hereto

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<PAGE> 36
and such further instruments as may reasonably be required for carrying out the
intention of the parties to, or facilitating the performance of, this
Agreement.

8.11 Estoppel Certificate. The Company will, upon not less than ten
(10) business days' request by the Purchaser or any other party to this
transaction, execute, acknowledge, and deliver to such person a statement in
writing, certifying (a) that this Agreement and the other Loan Documents are
unmodified and in full force and effect and the payments required thereunder to
be paid by the Company have been paid, and (b) the then unpaid principal
balance of the Notes; and stating whether or not to the knowledge of the signer
of such certificate any party to any of the Loan Documents is in default in the
performance of any covenant, agreement, or condition contained therein and, if
so, specifying each such default of which the signer may have knowledge, it
being intended that any such statement delivered pursuant to this section may
be relied upon by the Purchaser and the other parties to this transaction.

8.12 Illegality. If fulfillment of any provision hereof or any
transaction related hereto or to the other Loan Documents, at the time
performance of such provisions shall be due, shall involve transcending the
limit of validity prescribed by law, then ipso facto, the obligation to be
fulfilled shall be reduced to the limit of such validity; and if any clause or
provision herein contained operates or would prospectively operate to
invalidate this Agreement or the other Loan Documents in whole or in part, then
such clause or provision only shall be void, as though not herein contained,
and the remainder of this Agreement and such other Loan Documents shall remain
operative and in full force and effect; provided, however, that if any such
provision pertains to the repayment of the Obligations, the occurrence of any
such invalidity shall constitute an Event of Default hereunder.

8.13 Assignment. This Agreement and the other Loan Documents may
not be assigned, in whole or in part, by the Company without the prior written
consent of the Purchaser.

8.14 Statements. All statements contained in any certificate or
other instrument delivered by or on behalf of the Company pursuant hereto or in
connection with the transactions contemplated hereby shall be deemed
representations and warranties of the Company hereunder unless such certificate
or instrument shall expressly state to the contrary.

8.15 Entire Agreement. This Agreement embodies the entire agreement
and understanding between you and the Company and supersedes all prior
agreements and understandings relating to the subject matter hereof.

-30-
<PAGE> 37
IN WITNESS WHEREOF, the Purchaser and the Company have each caused this
Agreement to be executed under seal as of the day and year first above written.

JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY,
a Massachusetts corporation

By:
----------------------------------------
Title:
-------------------------------------

[Signatures Continued on Next Page]

-31-
<PAGE> 38

CAL-MAINE FOODS, INC., a
Delaware corporation

ATTEST: By:
---------------------------------------
Chief Executive Officer

- --------------------------------
Secretary
- -----------------
[CORPORATE SEAL]

-32-
<PAGE> 39
EXHIBIT A

Form of Note

<PAGE> 40
EXHIBIT B

Opinion of Wells Moore Simmons & Neeld

<PAGE> 41
EXHIBIT C

Opinion of Gaylord, Singleton, McNally, Strickland & Snyder

<PAGE> 42
EXHIBIT D

Opinion of Ohio Local Counsel for the Company

<PAGE> 43
EXHIBIT E

Opinion of Womble Carlyle Sandridge & Rice

<PAGE> 44
EXHIBIT F
(Section 4.11)

Capitalization of the Company
Options
Convertible Stock

<PAGE> 45
EXHIBIT G
(Section 4.12)

Subsidiaries

<PAGE> 46
EXHIBIT H
(Section 4.13)

Liabilities

<PAGE> 47
EXHIBIT I
(Section 4.14)

Changes, etc.

<PAGE> 48
EXHIBIT J
(Section 4.16)

Funded Debt
Restrictions on Liabilities

<PAGE> 49
EXHIBIT J-1
(Section 4.17)

Amount of Committed Revolving Credit

<PAGE> 50
EXHIBIT K
(Section 4.18)

UCC Financing Statements

<PAGE> 51

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
Agricultural Investment Department
Agribusiness Investment Group

Suite 230
2305 Cedar Springs Road [JOHN HANCOCK FINANCIAL SERVICES LOGO]
Dallas, TX 75201
(214) 880-9044

WILLIAM H. HASSON
Agribusiness Investment Officer NOVEMBER 30, 1994

Mr. Bobby Raines
Cal-Maine Foods, Inc.
P.O. Box 2960
Jackson, MS 39207

Dear Bobby:

We have approved your request for a temporary waiver of the cash flow to debt
service covenant and your request for a permanent change of the cash flow to
debt service ratio from 1.55 : 1 to 1.25 : 1.

The formula for this covenant will be adjusted as follows:

The numerator would be comprised of:
Rolling four quarters depreciation
Rolling four quarters interest
Rolling 12 quarters pre-tax income divided by three

The denominator would be comprised of:
Current portion of long-term debt
Rolling four quarters interest

As we indicated in our meeting, we are concerned about Cal-Maine's level of
capital expenditures and the lack of material earnings, during the last three
years. We ask that the Company consider reducing its level of capital
expenditures until a recovery in earnings is fully underway.

We would like to have a follow-up meeting with you in April 1995 to get an
update on the capital expenditure program as well as your financial position.

Bobby, if you have any questions, please give me a call.

Sincerely,

/s/ BILL HASSON

Bill Hasson

cc: Scott McFetridge
<PAGE> 52
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

Agricultural Investment Department
Agribusiness Investment Group

Suite 230
2305 Cedar Springs Road
Dallas, TX 75201 [JOHN HANCOCK FINANCIAL SERVICES LOGO]
(214) 880-9044

WILLIAM H. HASSON
Agribusiness Investment Officer

July 25, 1995

Mr. Bobby Raines
Cal-Maine Foods, Inc.
P.O. Box 2960
Jackson, MS 39207

Dear Bobby:

We have approved your request for a loan modification. The net tangible assets
to funded debt covenant shall be modified to reflect 1.80 to 1 for fiscal year
1995 and 1996, and 1.90 to 1 for fiscal year 1997 and thereafter. All
additional covenants shall remain the same.

As a condition of this modification, capital expenditures for fiscal year 1996
shall be limited to the sum of fiscal year 1996 depreciation plus amortization.

Bobby, if you have any questions, please give me a call.

Sincerely,

/s/ BILL HASSON

Bill Hasson

cc: Scott McFetridge
<PAGE> 53
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

Bond and Corporate
Finance Department [JOHN HANCOCK OLYMPIC WORLDWIDE SPONSOR LOGO]

John Hancock Place
Post Office Box 111
Boston, Massachusetts 02117

October 18, 1996

Cal-Maine Foods, Inc.
3320 Woodrow Wilson Drive
Jackson, Mississippi 39209
Attention: B.J. Raines

Re: Note Purchase Agreement dated as of November 10, 1993

Gentlemen:

Reference is made to that certain Note Purchase Agreement dated as of
November 10, 1993 between John Hancock Mutual Life Insurance Company and
Cal-Maine Foods, Inc., as amended by letter dated July 25, 1995 (the
"Agreement"). Unless otherwise defined herein, capitalized terms shall
have the meanings ascribed to them in the Agreement.

Section 5.21 of the Agreement is hereby deleted and replaced in its
entirety as follows:

"5.21 Dividends. The Company shall not declare or pay any
dividend if such payment would cause a violation of any other covenant
herein."

Please confirm your agreement with the foregoing by signing this
letter in the space indicated below.

Very truly yours,

JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY

By: [sig]
-------------------------
Title: Investment Officer

AGREED:

CAL-MAINE FOODS, INC.

By: [sig]
--------------------------
Title: VP/CFO

<PAGE> 1
EXHIBIT 10.3

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CAL-MAINE FOODS, INC.

---------------

LOAN AGREEMENT

Dated as of May 1, 1991

---------------

Adjustable Rate Secured Promissory Note Due May 1, 2000

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 1. LOAN; ISSUE OF NOTES; SECURITY; INTEREST
- ---------- ----------------------------------------
1.1. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
---- -------------
1.2. Loan; Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
---- -------------
1.3. Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
---- --------
1.4. Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
---- -------------

SECTION 2. REPRESENTATIONS AND WARRANTIES
- ---------- ------------------------------
2.1. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
---- --------------------
2.2. No Material Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
---- -------------------
2.3. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
---- -----
2.4. Organization, Authority and Good Standing; Subsidiaries . . . . . . . . . . . . . . . . . . . . 4
---- -------------------------------------------------------
2.5. Title to Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
---- -------------------
2.6. Leases and Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
---- ----------------
2.7. Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
---- --------
2.8. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
---- ----------
2.9. No Burdensome Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
---- ------------------------
2.10. Compliance with Other Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
----- ---------------------------------
2.11. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
----- ----------
2.12. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
----- -----
2.13. Regulation G; Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
----- -----------------------------
2.14. Tax Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
----- -------------
2.15. Governmental Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
----- -------------------
2.16. Offering of Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
----- ----------------
2.17. Hazardous Waste . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
----- ---------------
2.18. Separate Property; No Flood Zone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
----- --------------------------------
2.19. No Affiliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
----- --------------
2.20. No Foreign Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
----- -----------------
2.21. Title to Property and Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
----- --------------------------------
2.22. Additional Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
----- -----------------------------------------

SECTION 3. CONDITIONS OF THE LOAN
- ---------- ----------------------
3.1. Opinion of Company's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
---- ----------------------------
3.2. Legality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
---- --------
3.3. Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
---- -----------
3.4. Representations True; No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
---- --------------------------------
3.5. Collateral Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
---- --------------------
3.6. Opinion of Purchaser's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
---- ------------------------------
3.7. Environmental Audit Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
---- ---------------------------

SECTION 4. REPRESENTATION OF PURCHASER
- ---------- ---------------------------
4.1. Acquisition for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
---- --------------------------

SECTION 5. FINANCIAL STATEMENTS; COMPLIANCE CERTIFICATES; ADDITIONAL INFORMATION; AND INSPECTION
- ---------- -------------------------------------------------------------------------------------
5.1. Financial Statements and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
---- --------------------------------
5.2. Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
---- ----------
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C> <C>
SECTION 6. PRINCIPAL PAYMENT OF NOTE
- ---------- -------------------------
6.1. Principal Payments - Mandatory and Optional Prepayment . . . . . . . . . . . . . . . . . . . . . 14
---- ------------------------------------------------------
6.2. Prepayment of Note Upon Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
---- -----------------------------------------
6.3. Prepayment Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
---- ----------------
6.4. Interest After Date Fixed for Principal Payment . . . . . . . . . . . . . . . . . . . . . . . 16
---- -----------------------------------------------

SECTION 7. AFFIRMATIVE COVENANTS
- ---------- ---------------------
7.1. To Pay Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
---- -----------
7.2. Maintenance of Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
---- ---------------------
7.3. To Keep Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
---- -------------
7.4. Payment of Taxes; Corporate Existence;
---- ---------------------------------------
Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
-------------------------
7.5. To Insure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
---- ---------

SECTION 8. RESTRICTIVE COVENANTS
- ---------- ---------------------
8.1. Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
---- -----------------
8.2. Current Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
---- -------------
8.3. Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
---- ---------
8.4. Lease Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
---- -----------------
8.5. Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
---- -------------------
8.6. Merger, Consolidation, Sale or Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
---- ------------------------------------
8.7. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
---- ----------------------------
8.8. Encumbrances On and Transfers of the Collateral . . . . . . . . . . . . . . . . . . . . . . . . 21
---- -----------------------------------------------

SECTION 9. DEFINITIONS
- ---------- -----------

SECTION 10. DEFAULTS AND REMEDIES
- ----------- ---------------------
10.1. Events of Default; Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
----- -------------------------------
10.2. Suits for Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
----- ---------------------
10.3. Remedies Not Waived . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
----- -------------------
10.4. Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
----- -------------------
10.5. Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
----- ------------------

SECTION 11. MISCELLANEOUS
- ----------- -------------
11.1. Loss, Theft, Destruction or Mutilation of Note . . . . . . . . . . . . . . . . . . . . . . . . . 30
----- ----------------------------------------------
11.2. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
----- --------
11.3. Stamp Taxes, Recording Fees, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
----- --------------------------------
11.4. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
----- ----------------------
11.5. Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
----- -------
11.6. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
----- -------
11.7. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
----- ------------
11.8. Law Governing; Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
----- ---------------------------
11.9. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
----- --------
11.10. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
------ ------------
11.11. Final Credit Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
------ ----------------------
</TABLE>

-ii-
<PAGE> 4
EXHIBIT A - FORM OF NOTE

EXHIBIT B1 - DEED OF TRUST (Mississippi)
EXHIBIT B2 - DEED TO SECURE DEBT (Georgia)
EXHIBIT B3 - DEED OF TRUST (Texas)

EXHIBIT C - MORTGAGE (Louisiana)

EXHIBIT D - SECURITY AGREEMENT

EXHIBIT E - GUARANTY

EXHIBIT F - LIENS

EXHIBIT G - OWNERSHIP OF COMPANY AND SUBSIDIARIES

EXHIBIT H - BORROWER'S AFFIDAVIT

EXHIBIT I - OPINION OF COMPANY'S COUNSEL

-iii-
<PAGE> 5
CAL-MAINE FOODS, INC.

LOAN AGREEMENT

May 1, 1991

Metropolitan Life Insurance Company
Agricultural Investments
8717 West 110th Street
Suite 700
Overland Park, Kansas 66210

Attention: Vice-President

CAL-MAINE FOODS, INC., a Delaware corporation (herein called
the "Company") agrees with you as follows:

SECTION 1. LOAN; ISSUE OF NOTES; SECURITY; INTEREST.

1.1. Authorization. The Company has duly authorized the
issuance of adjustable rate secured promissory notes due May 1, 2000 in the
aggregate principal amount of $22,500,000.00 (individually, a "Note" and
collectively, the "Notes"), such Notes to be in the form and have terms and
provisions substantially as set forth in Exhibits A-1 and A-2. The Note in the
face amount of $600,000 is sometimes referred to herein as the "Louisiana Note"
and the Note in the face amount of $21,900,000 is sometimes referred to herein
as the "GMT Note".

1.2. Loan; Closing. The Company hereby agrees to borrow
from you, and you, subject to the terms and conditions herein set forth, hereby
agree to lend to the Company, $22,500,000.00 on May __, 1991 (the "Closing
Date").

The loan will be evidenced by, and subject to all other
conditions precedent having been met, be made against delivery to you at 10
o'clock a.m., Jackson, Mississippi time, on the Closing Date, at the offices of
Wells, Wells, Marble & Hurst, 317 East Capitol Street, Suite 400, Jackson,
Mississippi 39201, or at such other time and place as the parties may agree, of
the Notes payable to you or assigns, dated the Closing Date, duly executed by
the Company and in the aggregate principal amount of such loan. Delivery of
the Notes hereunder shall be made against payment to the Company or the holders
of liens on the Facility (as hereinafter defined) in Federal Reserve or other
funds of the principal amount then available for disbursement pursuant to that
certain Construction Disbursement Agreement and related construction loan
documents, all dated of even date herewith (such Construction Disbursement
Agreement and construction loan documents are hereafter collectively referred
to as the "Construction Loan Documents"). The first $600,000 of such funds
shall be disbursed under the Louisiana Note and the remainder and all future
disbursements under the GMT Note. All future disbursements under
<PAGE> 6
the Notes shall be governed by the terms of the Construction Loan Documents.

1.3. Security. Payment of the Notes shall be secured by (i)
respective first deeds of trust/deeds to secure debt, security agreements and
financing statements (collectively, the "Deed of Trust") to be entered into by
the Company or certain of its Subsidiaries with respect to, inter alia, the
Company's integrated poultry, egg and livestock operations and office
facilities located in Hinds and Simpson Counties, Mississippi, Candler and
Bullock Counties, Georgia and Garza County, Texas, as described in said Deed of
Trust, and an act of collateral mortgage, security agreement and financing
statement (the "Mortgage") to be entered into by the Company or certain of its
Subsidiaries with respect to, inter alia, the Company's integrated poultry, egg
and livestock operations and office facilities located in Livingston Parish,
Louisiana, as described in said Mortgage (all such poultry, egg and livestock
operations and office facilities described in the Deed of Trust and Mortgage
are hereinafter collectively referred to as the "Facility"), (ii) a security
agreement between the Company and certain of its Subsidiaries as debtor, and
you, as secured party (the "Security Agreement") granting a security interest
in, inter alia, all equipment, fixtures and other personal property utilized in
connection with, or located at, the Facility as described in said Security
Agreement, which security interest will be perfected by one or more financing
statements, and (iii) a guaranty from certain of the Company's Subsidiaries
(the "Guaranty") with respect to the Company's rights under all leases to which
the Company is or may at any time become a party as lessor pertaining to, inter
alia, the Facility or any interest therein. The Deed of Trust, the Mortgage,
the Security Agreement, and the Assignment shall each be dated and delivered on
the Closing Date and shall be substantially in the form of Exhibits B, C, D and
E hereto, respectively, with such changes, if any, as you and the Company may
approve, and, to Documents, are collectively referred to herein as the
"Collateral Documents".

1.4. Interest Rate.

A. Subject to adjustment as set forth below, the interest
rate on the Notes shall be 9.51% per annum so long as the Notes are not in
default. The interest rate applicable to the Notes shall be subject to
adjustment by you on May 1, 1994 and May 1, 1997 (each respectively an
"Interest Rate Adjustment Date") to an adjusted rate not to exceed 275 basis
points over the yield of 3-year U. S. Treasury Notes in effect on the February
1 prior to such adjustment (or the next Business Day if such February 1 is not
a Business Day), provided, however, the interest rate on the Notes shall in no
event be less than 9.0% per annum. You will give the Company notice of the
interest rate which will be applicable to the Notes on and after each Interest
Rate Adjustment

-2-
<PAGE> 7
Date, not less than 60 days, nor more than 90 days, prior to each Interest Rate
Adjustment Date. For purposes of this Section 1.4A, the yield of U. S.
Treasury Notes shall be as published in the most recent Federal Reserve
Statistical Release H.15 (519) or any successor publication thereto.

B. As provided in Section 6.1C hereof, the Company may
prepay either Note in full within 90 days after an Interest Rate Adjustment
Date by giving notice to you of such prepayment within the time and in the
manner prescribed by said Section 6.1C. Failure to give such notice of
prepayment shall obligate the Company absolutely and unconditionally to pay
interest on the Note from and after such Interest Rate Adjustment Date at the
interest rate as determined in the preceding paragraph.

C. In the event the interest provisions hereof or any
exaction provided for herein or in the Collateral Documents shall result for
any reason and at any time during the term of this loan in an effective rate of
interest which transcends the limit of the usury or any other law applicable to
this loan, all sums in excess of those lawfully collectible as interest for the
period in question shall, without further agreement or notice between or by any
party hereto, be applied on principal immediately upon receipt and effect as
thought the payor had specifically designated such extra sums to be so applied
to principal, and the holder of the Notes shall accept such extra payment or
payments as a premium-free prepayment. If any such amounts are in excess of
the principal then outstanding, such excess shall be paid to the Company. In
no event shall any agreed-to or actual exaction as consideration for the Loan
transcend the limits imposed or provided by the law applicable to this
transaction or the Company in the jurisdictions in which the Facility or any
other security for payment of such Notes is located for the use or detention of
money or for forbearance in seeking its collection.

SECTION 2. REPRESENTATIONS AND WARRANTIES.

The Company represents and warrants that:

2.1. Financial Statements. You have been furnished with
copies of the consolidated balance sheet of the Company and its Subsidiaries as
of the Saturday nearest May 31 in each of the years 1986 to 1990, inclusive,
and the related consolidated statements of operations, changes in stockholders'
equity and changes in financial position of the Company and its Subsidiaries
for the fiscal years ended on said dates, accompanied in each case by the
opinion of its independent certified public accountants.

Said financial statements, including the related schedules and
notes, are complete and correct and fairly present (a) the financial condition
of the Company and its Subsidiaries as at the respective dates of said balance
sheets and (b) the results of the operations and changes in financial position
of the Company and its

-3-
<PAGE> 8
Subsidiaries for the fiscal years ended on said dates, all in conformity with
generally accepted accounting principles applied on a consistent basis (except
as otherwise stated therein or in the notes thereto) throughout the periods
involved.

2.2. No Material Changes. There has been no material or
adverse change in the business, operations, properties, assets, prospects or
condition, financial or other, of the Company and its Subsidiaries subsequent
to June 2, 1990.

2.3. Liens. Exhibit F hereto correctly sets forth all Liens
securing Indebtedness for money borrowed of the Company and its Subsidiaries
existing on the date hereof.

2.4. Organization, Authority and Good Standing;
Subsidiaries. Exhibit G hereto correctly sets forth the name and jurisdiction
of incorporation of the Company and an entire listing of the stockholders of
the Company and their respective interest in the Company as of April 1, 1991.
The shares of stock listed in Exhibit G as owned by Fred Adams, Jr. and his
immediate family as defined in Section 6.2 below are so owned as of the date of
this Agreement and all such shares of stock have been duly issued and are fully
paid and non-assessable. More than fifty percent (50%) of the Company's
outstanding voting stock is owned by Fred Adams, Jr. and his immediate family
and is and shall remain free and clear of all Liens. No person or entity has
any right, contingent or otherwise, to purchase any such shares of stock. The
Company is a duly organized and validly existing corporation in good standing
under the laws of the State of Delaware and has full power and authority to own
its properties and assets and to carry on the business which it now owns and
carries on. The Company has no Subsidiaries other than Cal-Maine Farms, Inc.,
Cal-Maine Egg Products, Inc., Sunnyside Eggs, Inc. and Sunbelt Freight, Inc. as
of the date hereof. Exhibit G also correctly sets forth (a) the name and
jurisdiction of incorporation of each Subsidiary of the Company, and (b) a
statement of the capitalization of each such Subsidiary and the ownership of
its stock. The shares of stock in such Subsidiaries listed in Exhibit G as
owned by the Company are so owned as of the date of this Agreement, free and
clear of all Liens, and all such shares of stock have been duly issued and are
fully paid and non-assessable. No person or entity has any right, contingent
or otherwise, to purchase any such shares of stock. Cal-Maine Farms, Inc.,
Cal-Maine Egg Products, Inc., Sunnyside Eggs, Inc. and Sunbelt Freight, Inc.
are duly organized and validly existing corporations in good standing under the
laws of the States of Delaware, Delaware, North Carolina and Mississippi,
respectively, and have full power and authority to own their properties and
assets and to carry on the businesses which they now own and carry on. The
Company and each of its Subsidiaries are duly qualified and in good standing as
foreign corporations in each jurisdiction wherein the nature of the property
owned or leased by them or the nature of the business transacted by them makes
such

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<PAGE> 9
qualification necessary. There are no Subsidiaries of Cal-Maine Farms, Inc.,
Cal-Maine Egg Products, Inc., Sunnyside Eggs, Inc. or Sunbelt Freight, Inc. as
of the date hereof.

2.5. Title to Properties. The Company and its Subsidiaries
have good and marketable fee title to all the real properties (other than
leaseholds) and good and marketable title to all other material property
reflected on the balance sheet of the Company and its Subsidiaries as of June
2, 1990 referred to in Section 2.1, or purported to have been acquired by the
Company or its Subsidiaries after said date, excepting, however, property sold
or otherwise disposed of subsequent to said date in the ordinary course of
business.

2.6. Leases and Liens. None of the properties or assets
reflected in the consolidated balance sheet of the Company and its Subsidiaries
as of June 2, 1990 referred to in Section 2.1, or acquired by the Company or
its Subsidiaries after said date, is held by the Company or its Subsidiaries
subject to any Lien which would not be permitted by Section 7.4A or which is
not disclosed in Exhibit F hereto. The Company and its Subsidiaries enjoy
peaceful and undisturbed possession under all of the leases under which they
are operating as Lessee, and all such leases are valid, including, without
limitation, in each instance, good title being vested in the lessor thereunder,
and subsisting and in full force and effect.

2.7. Licenses. The Company and its Subsidiaries possess and
shall continue to possess all trademarks, trade names, copyrights, patents,
governmental licenses, franchises, certificates, consents, permits and
approvals necessary to enable them to carry on their business in all material
respects as now conducted and to own and operate the properties material to
their business as now owned and operated, without known conflict with the
rights of others. All such trademarks, trade names, copyrights, patents,
licenses, franchises, certificates, consents, permits and approvals which are
material to the operations of the Company and its Subsidiaries, taken as a
whole, are valid and subsisting.

2.8. Litigation. There are no actions, suits or proceedings
(whether or not purportedly on behalf of the Company or any of its
Subsidiaries) pending to the knowledge of the Company or, to the knowledge of
the Company, threatened against or affecting the Company or any of its
Subsidiaries at law or in equity or before or by any federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, or before any arbitrator of any kind,
which involve any of the transactions herein contemplated or the possibility of
any material and adverse change in the business, operations, properties,
assets, prospects or condition, financial or other, of the Company and its
Subsidiaries; and neither the Company nor any its Subsidiaries is in default or
violation of any law or any rule, regulation, judgment, order, writ,
injunction, decree or award of

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<PAGE> 10
any court, arbitrator or federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, which default or violation might have a material adverse effect on the
business, operations, properties, prospects or condition, financial or other,
of the Company and its Subsidiaries, taken as a whole, and for which sufficient
reserves have been set aside to pay, in the event of an adverse judgment, all
damages claimed thereunder.

2.9. No Burdensome Provisions. Neither the Company nor any
of its Subsidiaries is a party to any agreement or instrument or subject to any
charter or other corporate or legislative restriction or any judgment, order,
writ, injunction, decree, award, rule or regulation which materially and
adversely affects or in the future may (so far as the Company can now
reasonably foresee) materially and adversely affect the business, operations,
properties, assets, prospects or condition, financial or other, of the Company
and its Subsidiaries, taken as a whole.

2.10. Compliance with Other Instruments. Neither the Company
nor any of its Subsidiaries is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
bond, debenture, note or other evidence of Indebtedness of the Company or its
Subsidiaries or contained in any instrument under or pursuant to which any
thereof has been issued or made and delivered. Neither the execution and
delivery of this Agreement and the Collateral Documents by the Company, the
consummation by the Company of the transactions herein and therein
contemplated, nor compliance by the Company with the terms, conditions and
provisions hereof and thereof and of the Notes will violate any provision of
law or rule or regulation thereunder or any order, injunction or decree of any
court or other governmental body to which the Company or its Subsidiaries is a
party or by which any term thereof is bound or conflict with or result in a
breach of any of the terms, conditions or provisions of the corporate charter
or by-laws of the Company or its Subsidiaries or of any agreement or instrument
to which the Company or its Subsidiaries is a party or by which the Company or
its Subsidiaries is bound, or constitute a default thereunder, or result in the
creation or imposition of any Lien of any nature whatsoever upon any of the
properties or assets of the Company or its Subsidiaries (other than the Liens
created by the Collateral Documents). No consent of the stockholders or other
action of the Company or its Subsidiaries is required for the execution,
delivery and performance of this Agreement, the Collateral Documents or the
Notes by the Company other than as delivered to you prior to Closing, if any.

2.11. Disclosure. Neither this Agreement, the Collateral
Documents nor any of the Exhibits hereto, nor any certificate or other data
furnished to you in writing by or on behalf of the Company or its Subsidiaries
in connection with the transactions

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<PAGE> 11
contemplated by this Agreement contains any untrue statement of a material fact
or omits a material fact necessary to make the statements contained herein or
therein not misleading. To the best knowledge of the Company, there is no fact
which materially and adversely affects or in the future may (so far as the
Company can now reasonably foresee) materially and adversely affect the
business, operations, properties, assets, prospects or condition, financial or
other, of the Company and its Subsidiaries, taken as a whole, which has not
been disclosed to you in writing.

2.12. ERISA. Neither the Company nor any of its Subsidiaries
has incurred any liability (including any contingent liability) to the Pension
Benefit Guaranty Corporation or to any pension plan and all amounts required to
be paid under any plan have been paid.

2.13. Regulation G; Use of Proceeds. Neither the Company nor
any of its Subsidiaries owns or has any present intention of acquiring any
"margin stock" as defined in Regulation G (12 C.F.R., Chapter II, Part 207) of
the Board of Governors of the Federal Reserve System (herein called "margin
stock"). The proceeds from the issuance of the Notes will be used by the
Company to finance the construction of a new pullet growing, egg production and
processing complex (including, without limitation, fixtures and equipment to be
utilized with said complex), refinance existing long-term indebtedness and
provide additional working capital. None of such proceeds will be used,
directly or indirectly, for the purpose of purchasing or carrying any margin
stock or for the purpose of reducing or retiring any indebtedness which was
originally incurred to purchase or carry margin stock or for any other purpose
which might constitute this transaction a "purpose credit" within the meaning
of said Regulation G. Neither the Company nor its Subsidiaries nor any agent
acting on their behalf has taken or will take any action which might cause the
transaction contemplated herein to violate said Regulation G, Regulation T (12
C.F.R., Chapter II, Part 220) or Regulation X (12 C.F.R., Chapter II, Part 224)
or any other regulation of the Board of Governors of the Federal Reserve System
or to violate the Securities Exchange Act of 1934, in each case as now in
effect or as the same may hereafter be in effect.

2.14. Tax Liability. The Company and its Subsidiaries have
filed all tax returns which are required to be filed and have paid all taxes
which have become due pursuant to such returns and all other taxes,
assessments, fees and other governmental charges upon the Company and its
Subsidiaries and upon their properties, assets, income and franchises which
have become due and payable by the Company or its Subsidiaries except those
wherein the amount, applicability or validity are being contested by the
Company or its Subsidiaries by appropriate proceedings in good faith and in
respect of which adequate reserves have been established. In the opinion of
the Company, all tax liabilities of the Company and its Subsidiaries were
adequately provided for as of June 2, 1990 and

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<PAGE> 12
are now so provided for on the books of the Company and its Subsidiaries.

2.15. Governmental Action. No action of, or filing with, any
governmental or public body or authority is required to authorize, or is
otherwise required in connection with, the execution, delivery and performance
by the Company of this Agreement, the Collateral Documents or the Notes (other
than recordation of the Deed of Trust in the Office of the Recorder of Hinds
and Simpson Counties, Mississippi, Candler and Bullock Counties, Georgia, and
Garza County, Texas, recordation of the Mortgage in the Office of the Recorder
of Livingston Parish, Louisiana, and the filing of financing statements with
respect to the Collateral (as defined in the Security Agreement) in the Office
of the Secretary of State of the States of Mississippi, Texas and Louisiana and
in the Office of the Recorder of Hinds and Simpson Counties, Mississippi,
Candler and Bullock Counties, Georgia, Garza County, Texas and Livingston
Parish, Louisiana, all of which will have been duly recorded or filed on or
prior to the Closing Date).

2.16. Offering of Notes. Neither the Company nor any agent
acting on its behalf has, either directly or indirectly, sold or offered for
sale or disposed of, or attempted or offered to dispose of, the Notes or any
part thereof, or any similar obligation of the Company, to, or has solicited
any offers to buy any thereof from, or has otherwise approached or negotiated
in respect thereof with, any Person or Persons other than you and no more than
six other institutional investors; and the Company agrees that neither they nor
any agent acting on their behalf will sell or offer for sale or dispose of, or
attempt or offer to dispose of, any thereof to, or solicit any offers to buy
any thereof from, or otherwise approach or negotiate in respect thereof with,
any Person or Persons so as thereby to bring the issuance or delivery of the
Notes within the provisions of Section 5 of the Securities Act of 1933, as
amended.

2.17. Hazardous Waste. Neither the Facility nor any portion
thereof nor any other property owned or controlled at any time by the Company
or its Subsidiaries has been or will be used by the Company or its
Subsidiaries, or any tenant of the Facility or any portion thereof or such
other property, for the production, release, storage, handling or disposal of
hazardous or toxic wastes or materials other than those pesticides, herbicides
and other agricultural chemicals customarily used in agricultural operations of
the type currently conducted by the Company or its Subsidiaries at the Facility
or such other property, all of which have been and will be used in accordance
with all applicable laws and regulations.

2.18. Separate Property; No Flood Zone. All real property
parcels comprising each site of the Facility are taxed and billed separately
from real property not subject to the Deed of Trust and

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<PAGE> 13
Mortgage, and none of the buildings situated on the sites comprising the
Facility are located within a flood zone.

2.19. No Affiliation. No director, officer or stockholder of
the Company or any Subsidiary is an officer or director of yours or is a
relative of an officer or director of yours within the following categories: a
son, daughter or descendant of either; a stepson, stepdaughter, stepfather,
stepmother; father, mother or ancestor of either, or a spouse. It is expressly
understood that for the purpose of determining any of the foregoing
relationships, a legally adopted child of a person is considered a child of
such person by blood.

2.20. No Foreign Person. To the best of the Company's
knowledge, neither the Company or any Subsidiary nor any stockholder of the
Company or any Subsidiary is, and no legal or beneficial interest in a
stockholder of the Company or any Subsidiary is or will be held, directly or
indirectly, by, a "foreign person" under the International Foreign Investment
Survey Act of 1976, the Agricultural Foreign Investment Disclosure Act of 1978,
the Foreign Investments in Real Property Tax Act of 1980, the amendments of
such Acts or regulations promulgated pursuant to such Acts.

2.21. Title to Property and Collateral. As of the Closing
Date, the Company and its Subsidiaries, as the case may be, has good and
marketable title in fee simple to such of the Property (as defined in the Deed
of Trust and Mortgage) as constitutes real property and good and merchantable
title to the Collateral (as defined in the Security Agreement) subject in each
case to no Liens other than the Liens of the Collateral Documents and Permitted
Encumbrances.

2.22. Additional Representations and Warranties. As of the
date hereof, the representations and warranties contained in the Borrower's
Affidavit attached hereto as Exhibit H and incorporated herein by reference are
true and correct.

SECTION 3. CONDITIONS OF THE LOAN.

Your obligation to make the loan, as provided in Section 1.2,
on the Closing Date shall be subject to the conditions precedent that you have
received on or before the closing date in form and substance satisfactory to
your counsel, such assurances and evidence as you may require of the
performance by the Company of all its agreements theretofore to be performed
hereunder, to the accuracy of its representations and warranties herein
contained and to the satisfaction, prior thereto or concurrently therewith, of
the following further conditions:

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<PAGE> 14
3.1. Opinion of Company's Counsel. You shall have
received on the Closing Date from Wells, Moore, Simmons, Stubblefield and
Neeld, counsel for the Company, a favorable opinion in form and substance
similar to Exhibit I attached hereto and incorporated herein by reference, and
as to such other matters incident to the transactions contemplated by this
Agreement as you may reasonably request.

3.2. Legality. You shall have satisfied yourself that the
Notes being purchased by you on the Closing Date shall qualify on the Closing
Date as a legal investment for mutual life insurance companies under the New
York Insurance Law (without resort to any provision of such law, such as
Section 1405(a)(8) thereof, permitting limited investments by you without
restriction as to the character of the particular investment) and such purchase
shall not subject you to any penalty or other onerous condition under or
pursuant to any applicable law or governmental regulation; and you shall have
received such certificates or other evidence as you may reasonably request to
establish compliance with this condition.

3.3. Proceedings. All proceedings to be taken in connection
with the transactions contemplated by this Agreement and the Collateral
Documents, and all documents incidental thereto, shall be satisfactory in form
and substance to you; and you shall have received copies of all documents which
you may reasonably request in connection with said transactions and copies of
the records of all corporate proceedings in connection therewith in form and
substance satisfactory to you.

3.4. Representations True; No Default. The representations
and warranties of the Company in this Agreement and in the Collateral Documents
shall be true on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of the Closing Date; on
the Closing Date no event which is, or with notice or lapse of time or both
would be, an Event of Default shall have occurred and be continuing; and you
shall have received an affidavit, dated the Closing Date, of the Company to
each such effect.

3.5. Collateral Documents. You shall have received on the
Closing Date fully executed original counterparts of each of the Collateral
Documents.

3.6. Opinion of Purchaser's Counsel. You shall have
received on the Closing Date from Wells, Wells, Marble & Hurst, counsel for
you, a favorable opinion as to such matters incident to the transactions
contemplated by this Agreement as you may reasonably request.

3.7. Environmental Audit Results. The results of the
environmental audit of the Facility, and any remedial action

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<PAGE> 15
required to be taken by the Company as a result of such audit, are complete and
satisfactory to you.

SECTION 4. REPRESENTATION OF PURCHASER.

4.1. Acquisition for Investment. This Agreement is made
with you in reliance upon your representation to the Company (which, by your
acceptance hereof, you confirm) that you are acquiring the Notes for your own
account for the purpose of investment and not with a view to, or for sale in
connection with, the distribution thereto; provided, however, that the
disposition of your property shall at all times be within your control. In the
event that you do sell or otherwise dispose of the Notes, you agree to notify
the Company at least sixty (60) days in advance of any such sale or
disposition.

SECTION 5. FINANCIAL STATEMENTS; COMPLIANCE CERTIFICATES; ADDITIONAL
INFORMATION; AND INSPECTION.

5.1. Financial Statements and Reports. From and after the
date hereof and so long as you (or a nominee designated by you) shall hold the
Notes, the Company will deliver to you in duplicate:

(a) as soon as practicable after the end of each
quarter in each fiscal year of the Company, and in any event
within 30 days after the end of each quarter in each fiscal
year of the Company, the interim consolidated statements of
earnings, stockholders' equity and cash flows of the Company
and its Subsidiaries for such period and for that part of the
fiscal year ended with such period and the consolidated
balance sheet of the Company and its Subsidiaries as at the
end of such period, all in reasonable detail, prepared in
conformity with generally accepted accounting principles
applied on a basis contingent with that of previous years
(except as otherwise stated therein or in the notes thereto)
and certified by the Chief Financial Officer of the Company
(and in his absence, the President) as presenting fairly the
financial condition and results of operations of the Company
and its Subsidiaries as at the end of and for the fiscal
periods to which they relate, subject to the Company's
year-end adjustments;

(b) as soon as practicable after the end of each
fiscal year, and in any event within 90 days after the end of
each fiscal year, the consolidated balance sheet and related
consolidated statements of earnings, stockholders' equity and
cash flows of the Company and its Subsidiaries as of the end
of and for such year, setting forth in each case in
comparative form the corresponding figures of the previous
fiscal year, all in reasonable detail, prepared in conformity
with generally accepted accounting principles applied on a
basis consistent with that of previous years (except as

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<PAGE> 16
otherwise stated therein or in the notes thereto) and
accompanied by a report or opinion of independent certified
public accountants selected by the Company stating that such
financial statements present fairly the consolidated financial
condition and results of operations and changes in financial
position of the Company and its Subsidiaries in accordance
with generally accepted accounting principles consistently
applied (except for changes with which such accountants
concur) and that the examination of such accountants in
connection with such financial statements has been made in
accordance with generally accepted auditing standards;

(c) concurrently with the financial statements
delivered pursuant to Section 5.1(b), the written statement of
said accountants, which accountants shall be reasonably
acceptable to you, that in the ordinary course of making their
normal examination necessary for their report or opinion on
said financial statements they have obtained no knowledge of
any Event of Default or event which, with notice or lapse of
time or both, would become an Event of Default or, if such
accountants shall have obtained knowledge of any such Event of
Default or event, they shall disclose in such statement the
Event or Events of Default and/or such event or events and the
nature and status thereof, but such accountants shall not be
liable, directly or indirectly, to anyone for any failure to
obtain knowledge of any such Event of Default or event;

(d) concurrently with the financial statements
delivered pursuant to Section 5.1(b), a certificate of the
Company (1) setting forth, as of the end of the preceding
fiscal year, the extent to which the Company and its
Subsidiaries have complied with the requirements of Sections
8.1 through 8.8, inclusive, including in each case a brief
description, together with all necessary computations, of the
manner in which such compliance was determined and the
respective amounts as of the end of or for such fiscal year of
Consolidated Liabilities, Consolidated Net Worth, Consolidated
Current Assets, Consolidated Current Liabilities, operating
lease obligations pursuant to Section 8.4, and the amount
available for dividends pursuant to Section 8.5, (2) stating
that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made
under its supervision to determine whether the Company has
fulfilled all of its obligations under this Agreement, the
Collateral Documents and the Notes, (3) stating that, to the
best of its knowledge, the Company is not and has not been in
default in the fulfillment of any of the terms, covenants,
provisions or conditions hereof and thereof and no Event of
Default or event which, with notice or lapse of time or both,
would become an Event of Default exists or existed or, if any
such default or Event of Default or event exists or existed,
specifying such default, Event of Default or event and the
nature and status thereof, and (4) giving, in the

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<PAGE> 17
event of the formation or acquisition of a Subsidiary during
the preceding fiscal year, the name of such Subsidiary, its
jurisdiction of incorporation and a brief description of its
business;

(e) as soon as practicable, copies of all
financial statements, proxy statements and reports as the
Company or its Subsidiaries shall send or make available
generally to their stockholders and, if requested by you, to
any governmental agency or agencies and regular periodic
reports, if any, which the Company or its Subsidiaries may
file with any governmental agency or agencies;

(f) immediately upon any officer of the Company
becoming aware of the existence of a condition, event or act
which constitutes an Event of Default or an event of default
under any other evidence of Indebtedness of the Company or of
any Subsidiary, or an event which, with notice or lapse of
time or both, would constitute such an Event of Default or
event of default, a written notice specifying the nature and
period of existence thereof and what action the Company or
such Subsidiary, as the case may be, is taking or proposes to
take with respect thereto;

(g) immediately upon any officer of the Company
becoming aware of the occurrence of any (1) "reportable
event," as defined in Section 4043(b) of ERISA, or (2)
non-exempted "prohibited transaction," as defined in Sections
406 and 408 of ERISA and Section 4975 of the Internal Revenue
Code of 1986, as amended in connection with any "employee
pension benefit plan," as defined in Section 3 of ERISA, or
any trust created thereunder, a written notice specifying the
nature thereof, what action the Company or such Subsidiary is
taking or proposes to take with respect thereto and, when
known, any action taken by the Internal Revenue Service or the
Pension Benefit Guaranty Corporation with respect thereto;

(h) promptly upon any officer of the Company
becoming aware of the occurrence of (1) any surrender of
assets of the Company or its Subsidiaries in satisfaction of
any Indebtedness, (2) the dissolution of any material
operating partnership or real estate ownership partnership of
the Company or its Subsidiaries, (3) the termination or
expiration of any lease of real property to which the Company
or its Subsidiaries is lessee, or (4) the commencement of any
litigation, including any arbitration or mediation, and of any
proceedings before any governmental agency which could
materially and adversely affect the business, properties,
prospects or financial condition of the Company and its
Subsidiaries taken as a whole (including any such action
commenced by counterclaim), written notice specifying the

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<PAGE> 18
nature thereof and what action the Company or such Subsidiary,
as the case may be, is taking with respect thereto; and

(i) such other information as to the business and
properties of the Company and its Subsidiaries, including
consolidating financial statements of the Company and its
Subsidiaries, and financial statements and other reports filed
with any governmental department, bureau, commission or
agency, as you may from time to time reasonably request.

5.2. Inspection. From and after the date hereof and so long
as you (or a nominee designated by you) shall hold the Notes, you shall have
the right to (i) visit and inspect, at your expense, any of the properties, all
at such reasonable times and as often as you may reasonably request, of the
Company and its Subsidiaries, to examine their books of account and those of
their Subsidiaries, and to discuss the affairs, finances and accounts of the
Company or any Subsidiary with each of their officers and managers and
independent public accountants, and (ii) contact such third parties doing
business with the Company and its Subsidiaries, and to engage in such other
auditing procedures as you deem reasonable to ensure the validity of your
security interests or the accuracy of the Company's representations, warranties
and certifications. In connection with such inspections, you and your
engineers, contractors and other representatives shall have the right to
perform such environmental audits and other environmental examinations of the
Facility as you deem necessary or advisable from time to time. Such
environmental audits and examinations shall be at your cost and expense if such
audits and examinations reveal no material violation of any representation or
warranty or covenant contained herein, in any Collateral Document or the Notes,
otherwise such costs and expenses shall be borne solely by the Company.

SECTION 6. PRINCIPAL PAYMENT OF NOTE.

6.1. Principal Payments - Mandatory and Optional Prepayment.

A. (i) The Company covenants and agrees that it will monthly
pay $4,000.00 principal on the unpaid Louisiana Note on the first day of each
month, commencing January 1, 1992 to and including April 1, 2000. All
remaining principal thereafter shall be paid May 1, 2000. All mandatory
principal payments pursuant to this Section 6.1A shall be made together with
interest accrued on the unpaid balance of the Louisiana Note as required in the
Louisiana Note, but without prepayment premium.

(ii) The Company covenants and agrees that it will monthly
pay $96,000.00 principal on the unpaid GMT Note on the first day of each month,
commencing January 1, 1992 to and including December 1, 1993, and pay
$126,000.00 principal on the unpaid GMT Note on the first day of each month,
commencing January 1, 1994 to and

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<PAGE> 19
including April 1, 2000. All remaining principal thereafter shall be paid May
1, 2000. All mandatory principal payments pursuant to this Section 6.1A shall
be made together with interest accrued on the unpaid balance of the GMT Note as
required in the GMT Note, but without prepayment premium.

B. (i) The Company may, at its option, prepay the Louisiana
Note in part (in integral multiples of $100) on the due date of any interest
payment following the first anniversary of the Closing Date without prepayment
premium, together with accrued interest as required in the Note to the date of
such partial prepayment; provided, however, such partial prepayment or
prepayments may not in the aggregate, when combined with any required payments
as set forth in Section 6.1A above, exceed twenty percent (20%) of the original
principal debt under the Louisiana Note in any one calendar year. Principal
shall be applied to the outstanding principal balance in the inverse order of
maturity.

(ii) The Company may, at its option, prepay the GMT Note in whole or
in part (in integral multiples of $10,000) on the due date of a payment at a
price equal to the Prepayment Price, as hereafter defined, with accrued
interest as required in the GMT Note to the date of such prepayment, provided
the Company shall give notice of any such prepayment to the holder of the GMT
Note not less than 30 nor more than 60 days prior to the date fixed in such
notice for prepayment (the "Prepayment Date"). Principal shall be applied to
the outstanding principal balance in the inverse order of maturity.

C. (i) The Company may, at its option, prepay the Louisiana
Note in whole (but not in part) on (a) any date other than a date occurring
within 90 days after an Interest Rate Adjustment Date at a price equal to the
Prepayment Price, as hereafter defined, and (b) any date occurring within 90
days after an Interest Rate Adjustment Date. Any prepayment in full under
subparagraph (b) shall be at the principal amount of the outstanding Louisiana
Note to be prepaid, together with accrued interest at the rate of the lower of
the then-current rate and the proposed adjusted interest rate provided for in
Section 1.4 from and including such Interest Rate Adjustment Date to the date
of prepayment, but without premium.

(ii) The Company may, at its option, prepay the GMT Note in whole (but
not in part) on any date occurring within 90 days after an Interest Rate
Adjustment Date by giving notice of such prepayment to the holder of the GMT
Note not less than 10 days nor more than 20 days prior to such date. Such
notice of prepayment shall specify therein the date of prepayment. Such
prepayment shall be at the principal amount of the outstanding GMT Note to be
prepaid, together with accrued interest at the rate of the lower of the
then-current rate and the proposed adjusted interest rate

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provided for in Section 1.4 from and including such Interest Rate Adjustment
Date to the date of prepayment, but without premium.

6.2. Prepayment of GMT Note Upon Change of Control. In the
event that a Change of Control Date (as hereinafter defined) shall occur, the
Company will, within 10 days after such Change of Control Date, give you
written notice thereof and shall describe in reasonable detail the facts and
circumstances giving rise thereto. Upon the occurrence of a Change of Control
Date, the Company will prepay, if you shall so request, all of the GMT Note
which you then hold at the Prepayment Price (as hereinafter defined) plus
interest accrued to the date of prepayment. Said request (the "Prepayment
Notice") shall be made by you in writing not later than the later of (a) 60
days after the Change of Control Date and (b) 50 days after you receive notice
of the Change of Control Date, and said request shall specify the date (also
referred to as the "Prepayment Date") upon which the Company shall prepay the
GMT Note held by you, which date shall be not less than 30 days nor more than
60 days from the date of the Prepayment Notice.

The term "Change of Control Date" shall mean the first day on
which any Person, or group of related Persons, (i) shall acquire beneficial
ownership of fifty percent (50%) or more of the Voting Stock of the Company;
(ii) shall acquire all or substantially all of the assets of the Company; or
(iii) shall acquire beneficial ownership of 50% or more of the outstanding
voting stock or other interest of an entity with or into which the Company has
merged or consolidated, whether pursuant to a statutory merger or consolidation
or otherwise. A transfer of such shares of stock or other interest under the
terms of a will or by intestate succession shall not be deemed a transfer under
the terms of this paragraph. For purposes of this Section 6.2 only, the term
"Person" shall not include Fred Adams, Jr. or any members of his immediate
family within the following categories: a son, daughter or spouse or descendant
of either; a stepson, stepdaughter, stepfather or stepmother; father, mother,
or ancestor of either; or a spouse. It is expressly for the purpose of
determining any of the foregoing relationships, a legally adopted child of a
person is considered a child of such person by blood.

6.3. Prepayment Price. On any Prepayment Date, the Company
shall prepay the GMT Note held by you at the Prepayment Price plus interest
accrued thereon to the Prepayment Date. Payment of the Prepayment Price shall
be made as provided in Section 11.5.

The Prepayment Price shall be determined by you in good faith,
as of 5:00 p.m., New York time, on the fifth Business Day prior to the
Prepayment Date. Such Prepayment Price, as calculated by you, will be binding
upon the Company, absent manifest error. Promptly upon such determination you
shall notify the Company in writing of the amount of such Prepayment Price,
setting forth in reasonable detail the computation thereof.

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The term "Prepayment Price" shall mean the outstanding
principal balance of the Note, or the amount of the partial prepayment, as the
case may be, together with accrued interest to the date of prepayment, plus a
prepayment premium equal to five percent (5%) of such outstanding principal
balance or partial prepayment, if such prepayment shall be during the first
year following the Closing Date; four percent (4%) of such outstanding
principal balance or partial prepayment if such prepayment shall be during the
second year following the Closing Date; three percent (3%) of such outstanding
principal balance or partial prepayment if such prepayment shall be during the
third year following the Closing Date; two percent (2%) of such outstanding
principal balance or partial prepayment if such prepayment shall be during the
fourth year following the Closing Date; and one percent (1%) of such
outstanding principal balance or partial prepayment if such prepayment shall be
during the fifth year following the Closing Date. No prepayment premium shall
be required for any prepayment occurring on or after the fifth year following
the Closing Date.

6.4. Interest After Date Fixed for Principal Payment. In the
event the Company shall fail to pay either Note or any payment owing in respect
of either Note according to the terms thereof and hereof (inclusive of any
other permitted payments of which the Company has notified you) within fifteen
(15) days of the date fixed for such principal payment, such payment shall bear
interest at the Overdue Interest Rate from and after the sixteenth (16th) day
following such date until paid and, so far as may be lawful, any overdue
installment of interest shall bear interest at said rate from and after said
sixteenth (16th) day until paid. Until the earlier of such sixteenth (16th)
day or the date payment is received by you, interest shall continue to accrue
at the current interest rate on the outstanding principal balance.

SECTION 7. AFFIRMATIVE COVENANTS.

The Company covenants and agrees that so long as the Note
shall be outstanding:

7.1. To Pay Notes. The Company will punctually pay or cause
to be paid the principal and interest (and prepayment premium, if any) to
become due in respect of the Notes according to the terms thereof and hereof
(inclusive of any other permitted payments of which the Company has notified
you).

7.2. Maintenance of Office. The Company will maintain an
office at 3320 Woodrow Wilson Drive, Jackson, Mississippi 39207 (or such other
place in the United States of America as the Company may designate in writing
to the holder of the Notes).

7.3. To Keep Books. The Company will, and will cause each
of its Subsidiaries to, keep proper books of record and account in accordance
with generally accepted accounting principles.

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7.4. Payment of Taxes; Corporate Existence; Maintenance of
Properties. The Company will, and will cause each of its Subsidiaries to,

(a) pay and discharge promptly all taxes,
assessments and governmental charges or levies imposed upon
them, their income or profits or their property before the
same shall become in default, as well as all lawful claims and
liabilities of any kind (including claims and liabilities for
labor, materials and supplies) which, if unpaid, might by law
become a Lien upon its property; provided, however, that
neither the Company nor any Subsidiary shall be required to
pay any such tax, assessment, charge, levy or claim if the
amount, applicability or validity thereof shall currently be
contested in good faith by appropriate proceedings and if the
Company or such Subsidiary shall have set aside on its books
reserves in respect thereof (segregated to the extent required
by generally accepted accounting principles) deemed adequate
in the opinion of the Board of Directors;

(b) subject to Section 8.6A, do all things necessary
to preserve and keep in full force and effect their corporate
existence, rights (charter and statutory) and franchises;
provided, however, that neither the Company nor any Subsidiary
shall be required to preserve any right or franchise if the
Board of Directors shall reasonably determine that the
preservation thereof is no longer desirable in its conduct of
business; and

(c) maintain and keep all of their properties used
or useful in the conduct of their business in good condition,
repair and working order and supplied with all necessary
equipment and make all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as may
be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all
times; provided, however, that nothing in this Section 7.4(c)
shall prevent the Company or any Subsidiary from discontinuing
the operation and maintenance of any of their properties, if
such discontinuance is, in the judgment of the Company or such
Subsidiary, immaterial to the Company as a whole and desirable
in the conduct of the business of the Company or such
Subsidiary.

7.5. To Insure. The Company will, and will cause each of
its Subsidiaries to (in addition to the insurance required to be maintained
pursuant to Paragraph 1.05 of the Deed of Trust, Paragraph 1.05 of the
Mortgage, and Section 2(e) of the Security Agreement):

(a) keep all of their insurable properties owned by
them insured against all risks usually insured against by
persons

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<PAGE> 23
operating like properties in the same geographical areas where
the properties are located, all in amounts sufficient to
prevent the Company or such Subsidiary, as the case may be,
from becoming a coinsurer within the terms of the policies in
question, but in any event in amounts not less than 80% of the
then full replacement value thereof;

(b) maintain public liability insurance against
claims for personal injury, death or property damage suffered
by others upon or in or about any premises occupied by it or
occurring as a result of its maintenance or operation of any
airplanes, automobiles, trucks or other vehicles or other
facilities (including, but not limited to, any machinery used
therein or thereon) or as the result of the use of products
sold by it or services rendered by it;

(c) maintain such other types of insurance with
respect to its business as is usually carried by persons of
comparable size engaged in the same or similar business and
similarly situated; and

(d) maintain all such worker's compensation or
similar insurance as may be required under the laws of any
State or jurisdiction in which it may be engaged in business.

All insurance for which provision has been made in Section
7.5(b) and Section 7.5(c) shall be maintained in at least such amounts as such
insurance is usually carried by persons of comparable size engaged in the same
or a similar business and similarly situated; and all insurance herein provided
for shall be effected under a valid and enforceable policy or policies issued
by insurers of recognized responsibility, except that the Company or such
Subsidiary may effect worker's compensation or other similar insurance in
respect of operations in any State or other jurisdiction either through an
insurance fund operated by such State or other jurisdiction or by causing to be
maintained a system or systems of self-insurance which are in accord with
applicable laws.

SECTION 8. RESTRICTIVE COVENANTS.

The Company covenants and agrees that so long as either of the
Notes shall be outstanding:

8.1. Total Liabilities. The Company and its Subsidiaries,
on a fully consolidated basis, will not at any time permit the ratio of
Consolidated Liabilities (excluding Consolidated Deferred Taxes) to
Consolidated Net Worth to exceed 2.55:1.0.

8.2. Current Ratio. The Company and its Subsidiaries, on a
fully consolidated basis, will not at any time permit the ratio of Consolidated
Current Assets to Consolidated Current Liabilities

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(excluding Consolidated Current Deferred Taxes) to be less than 1.25:1.0.

8.3. Net Worth. Subject to the following sentence, the
Company and its Subsidiaries, on a fully consolidated basis, will not at any
time permit their Consolidated Net Worth to be less than $25,000,000.00.
Commencing June 2, 1991 and continuing in each succeeding fiscal year
thereafter, this minimum Consolidated Net Worth shall be increased (but shall
not decrease) by an amount equal to twenty-five percent (25%) of the previous
fiscal year's Consolidated Net Income.

8.4. Lease Obligations. The Company and its Subsidiaries, on
a fully consolidated basis, will not at any time create, assume or incur, or in
any manner become liable for any lease or leases (exclusive of Capital Leases)
in which the rentals due in any fiscal year exceed the aggregate amount of
$2,500,000.00.

8.5. Restricted Payments. The Company and its Subsidiaries
will not, directly or indirectly, make any Restricted Payments or incur any
liability to make any Restricted Payments unless, immediately after giving
effect to such action, there shall not exist any Event of Default or event
which, with notice or lapse of time or both, would become an Event of Default.

All dividends, distributions, purchases, redemptions,
retirements, acquisitions and payments made pursuant to this Section 8.5 in
property other than cash shall be included for purposes of calculations
pursuant to this Section 8.5 at the fair market value thereof (as determined in
good faith by the Board of Directors) at the time of declaration of such
dividend or at the time of making such distribution, purchase, redemption,
retirement, acquisition or payment.

8.6. Merger, Consolidation, Sale or Lease.

A. The Company will not consolidate with or merge into any
Person, or permit any Person to merge into it, or sell, transfer or otherwise
dispose of all or substantially all of their properties and assets, unless:

(1) the successor formed by or resulting from such
consolidation or merger (if other than the Company) or the
transferee to which such sale, transfer or other disposition
shall be made shall be a solvent corporation duly organized
and existing under the laws of the United States of America or
any State thereof;

(2) the due and punctual performance and observance
of all the obligations, terms, covenants, agreements and
conditions of this Agreement, the Collateral Documents and the
Notes to be performed or observed by the Company shall, by

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<PAGE> 25
written instrument furnished to the holder of the Notes, be
expressly assumed by such successor (if other than the
Company) or transferee; and

(3) at the time of such transaction and assumption,
and immediately after giving effect thereto, no Event of
Default or event which, with notice or lapse of time or both,
would constitute an Event of Default shall have occurred and
be continuing.

B. Except as permitted in Section 8.6A above, the Company
will not, and will not permit any Subsidiary to, sell, assign, transfer or
otherwise dispose of (other than in the ordinary course of business) any of its
properties and assets to any Person provided, however, the Company may, and may
permit its Subsidiaries to, sell, assign, transfer or otherwise dispose of no
more than ten percent (10%) of its Consolidated Assets in any one fiscal year
if at the time of such transaction or transactions, and immediately after
giving effect thereto, no Event of Default or event which, with notice or lapse
of time or both, would constitute an Event of Default shall have occurred and
be continuing, and provided further that no security for the loan shall be part
of such assets sold, assigned, transferred or disposed. In addition, and
notwithstanding anything to the contrary in any security agreement or other
instrument securing real property, the Company and its Subsidiaries
collectively may sell or otherwise dispose of, free from such liens, furniture,
furnishings, equipment, tools, appliances, machinery, fixtures, or
appurtenances subject to such liens, which may become worn out, undesirable,
obsolete, disused or unnecessary for use in the operation of the Facility not
exceeding in value at the time of disposition thereof One Hundred Thousand
Dollars ($100,000.00) for any single transaction, or a total of Two Hundred
Thousand Dollars ($200,000) in any one fiscal year, upon replacing the same by,
or substituting for the same, other furniture, furnishings, equipment, tools,
appliances, machinery, fixtures, or appurtenances not necessarily of the same
character, but of at least equal value to Grantor and costing not less than the
amount realized from the property sold or otherwise disposed of, which shall
forthwith become, without further action, subject to such liens and security
interests.

8.7. Transactions with Affiliates. The Company will not,
and will not permit any Subsidiary to, engage in any transaction with an
Affiliate on terms more favorable to the Affiliate than would have been
obtainable in arm's length dealing in the ordinary course of business with a
Person not an Affiliate. The Company agrees that, to the extent there are any
inter-company loans involving the Company or any Subsidiary on a date on which
an Event of Default exists, no payment of any amounts owing in connection
therewith may be made until the earlier of your waiver of such Event of Default
or the repayment in full of all amounts owing to you in connection with the
Loan. To the extent any amounts are

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received in any manner whatsoever in connection with such inter-company loans
by an obligee thereof during the period described in the immediately preceding
sentence, such amounts shall be held in trust for and paid over to you until
you are in receipt of all amounts owing to you in connection with the Loan. For
purposes of this Section 8.7 only, the term "Affiliates" shall exclude any
wholly-owned Subsidiary of the Company.

8.8. Encumbrances On and Transfers of the Collateral.
Except for Permitted Encumbrances, the Company and its Subsidiaries will not
create, incur, assume or suffer to exist any Lien on any of the Collateral or
any interest therein. Except as permitted by Sections 8.6A and 8.6B hereof, the
Company and its Subsidiaries will not sell, convey, lease, assign or otherwise
transfer all or any of the Collateral or any interest therein, whether
voluntarily or by operation of law.

SECTION 9. DEFINITIONS.

For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:

"Affiliate" means any Person which, directly or indirectly,
controls or is controlled by or is under common control with the Company or any
Subsidiary or which beneficially owns or holds or has the power to direct the
voting power of 5% or more of any class of voting stock of the Company or any
Subsidiary or which has 5% or more of its voting stock (or in the case of a
Person which is not a corporation, 5% or more of its equity interest)
beneficially owned or held, directly or indirectly, by the Company or any
Subsidiary. For purposes of this definition, "control" means the power to
direct the management and policies of a Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"Board of Directors" means the board of directors of the
Company or of a Subsidiary so specified or indicated by the context or, if duly
authorized to exercise the power of the Board of Directors, any duly authorized
committee thereof.

"Business Day" shall mean any day on which banks are required
to be open to carry on their normal business in the State of New York.

"Capital Lease" means and includes at any time any lease of
property, real or personal, which in accordance with GAAP would at such time be
required to be capitalized on a balance sheet of the lessee.

"Capital Lease Obligation" means at any time the capitalized
amount of the rental commitment under a Capital Lease which in

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accordance with GAAP would at such time be required to be shown on a balance
sheet.

"Collateral" means all property and assets, and proceeds
thereof, subjected, or intended to be subjected, at any time to the Liens of
any of the Collateral Documents.

"Company" shall mean Cal-Maine Foods, Inc., a Delaware
corporation, and, subject to Section 8.6A hereof, its respective successors and
assigns.

"Consolidated Assets" means, as of the date of determination
thereof, the aggregate of all assets which in accordance with GAAP would be so
classified and appear as assets on the consolidated balance sheet of the
Company and its Subsidiaries.

"Consolidated Current Assets" means, as of the date of
determination thereof, the aggregate of all assets which in accordance with
GAAP would be so classified and appear as current assets on the consolidated
balance sheet of the Company and its Subsidiaries.

"Consolidated Current Deferred Taxes" means, as of the date of
determination thereof, the aggregate of all taxes which in accordance with GAAP
would be so classified and appear as Current Deferred Taxes on the consolidated
balance sheet of the Company and its Subsidiaries.

"Consolidated Current Liabilities" means, as of the date of
determination thereof, the aggregate of all liabilities which in accordance
with GAAP would be so classified and appear as current liabilities on the
consolidated balance sheet of the Company and its Subsidiaries.

"Consolidated Deferred Taxes" means, as of the date of
determination thereof, the aggregate of all taxes which in accordance with GAAP
would be so classified and appear as Deferred Taxes on the consolidated balance
sheet of the Company and its Subsidiaries.

"Consolidated Liabilities" means, as of the date of
determination thereof, the aggregate of all liabilities which in accordance
with GAAP would be so classified and appear as liabilities on the consolidated
balance sheet of the Company and its Subsidiaries.

"Consolidated Net Income" means the Net Income of the Company
and its Subsidiaries, after eliminating inter-company items, all as
consolidated and determined in accordance with GAAP.

"Consolidated Net Worth" means, as of the date of
determination thereof, the aggregate amount of the consolidated

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assets less the consolidated liabilities of the Company and its Subsidiaries,
in each case after eliminating inter-company items and as determined in
accordance with GAAP.

"Consolidated Working Capital" means, as of the date of
determination thereof, the excess of Consolidated Current Assets over
Consolidated Current Liabilities.

"Deferred Taxes" means, with respect to any Person for any
period, the deferred taxes of such Person for such period determined in
accordance with GAAP as in effect from time to time.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

"Events of Default" has the meaning specified in Section 10.1.

"GAAP" means, as to a particular Person and at a particular
time of determination, such accounting principles as, in the opinion of the
independent public accountants regularly employed by such Person, conform at
such time of determination to generally accepted accounting principles.

"Indebtedness" means and includes (i) all indebtedness or
obligations for money borrowed or for the purchase price of property (exclusive
of orders or commitments made in the ordinary course of business for future
delivery of goods or services prior to the time the obligation to pay becomes
firm) and any notes payable and drafts accepted representing extensions of
credit, whether or not representing indebtedness or obligations for money
borrowed or for the purchase price of property, (ii) indebtedness or
obligations secured by or constituting any Lien existing on property owned by
the Person whose Indebtedness is being determined, whether or not the
indebtedness or obligations secured thereby shall have been assumed, (iii)
Capital Lease Obligations, (iv) guarantees and endorsements of (other than
endorsements for purposes of collection in the ordinary course of business),
and obligations to purchase goods or services for the purpose of supplying
funds for the purchase or payment of, or measured by, indebtedness, liabilities
or obligations of others (whether or not representing money borrowed) and other
contingent obligations in respect of, or to purchase or otherwise acquire or
service, indebtedness, liabilities or obligations of others (whether or not
representing money borrowed) and (v) all indebtedness, liabilities or
obligations (whether or not representing money borrowed) in effect guaranteed
by an agreement, contingent or otherwise, to make a loan, advance or capital
contribution to or other investment in the debtor for the purpose of assuring
or maintaining a minimum equity, asset base, working capital or other balance
sheet condition for any date, or to provide funds for the payment of any
liability, dividend or stock liquidation payment, or otherwise to supply funds
to or in any manner invest in the debtor for such

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purpose. A renewal or extension of any Indebtedness without increase in the
principal amount thereof shall not be deemed to be the incurrence of the
Indebtedness so renewed or extended. In case any corporation shall become a
Subsidiary, such corporation shall be deemed to have incurred at the time it
becomes a Subsidiary all Indebtedness of such corporation outstanding
immediately thereafter.

"Lien" means any mortgage, lien, pledge, security interest,
encumbrance or charge of any kind, whether or not consensual, any conditional
sale or other title retention agreement or any Capital Lease.

"Net Income" means, with respect to any Person for any period,
the net income (or the net deficit, if expenses and charges exceed revenues and
other proper income credits) of such Person for such period determined in
accordance with GAAP as in effect from time to time.

"Overdue Interest Rate" means the lesser of (a) five percent
(5%) per annum over the Interest Rate in effect immediately prior to the time
the Overdue Interest Rate is applicable, and (b) the maximum interest rate
provided by law.

"Permitted Encumbrances" means those Liens described on
Schedule C to the Deed of Trust and Exhibit C of the Mortgage.

"Person" includes an individual, a corporation, a partnership,
a joint venture, a trust, an unincorporated organization or a government or any
agency or political subdivision thereof.

"Restricted Investment" means any investment (other than by
guaranteeing or otherwise becoming liable, contingently or otherwise, in
respect of the Indebtedness of another Person) by the Company or any Subsidiary
in any other Person, whether by acquisition of stock or Indebtedness, or by
loan, advance, transfer of property out of the ordinary course of business,
capital contribution, extension of credit on terms other than those normal in
the business of the Company or any Subsidiary, or otherwise (the foregoing
items being herein collectively called "Investments", and individually, an
"Investment"); provided, however, that the term "Restricted Investment" shall
not include:

(i) marketable obligations issued or guaranteed by the
United States of America or by any agency of the United States of America, and
maturing not later than twelve months from the date of acquisition thereof,

(ii) commercial paper, issued by a corporation duly
organized and existing under the laws of the United States of America or any
State thereof and having a net worth of not less than $100,000,000, which has
one of the two highest credit ratings by a responsible independent credit
agency of recognized standing,

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(iii) investments in negotiable certificates of deposit or
bankers' acceptances issued by, or drawn on, a United States bank or trust
company that is a member of the Federal Reserve Bank and maturing not later
than twelve months from the date of acquisition thereof, and

(iv) Investments in any Subsidiary or in any corporation
which by reason thereof will immediately after such Investment become a
Subsidiary.

"Restricted Payments" means dividends paid on capital stock
(in either cash or property), Restricted Investments, and purchases or
redemptions of capital stock.

"Subsidiary" means any corporation at least a majority of
whose outstanding stock having ordinary voting power for the election of a
majority of the members of the board of directors (or other governing body) of
such corporation (other than stock having such power only by reason of the
happening of a contingency) shall at the time be owned directly or indirectly
by the Company and/or one or more Subsidiaries of the Company.

"Voting Stock", as applied to the stock of any corporation,
shall mean stock of any class or classes (however designated) having ordinary
voting power for the election of a majority of the directors of such
corporation other than stock having such power only by reason of the happening
of a contingency.

All accounting terms used herein and not expressly defined in
this Agreement shall have the meanings respectively given to them in accordance
with GAAP as it exists at the date of applicability thereof.

SECTION 10. DEFAULTS AND REMEDIES.

10.1. Events of Default; Acceleration. If one or more of the
following events (herein called "Events of Default") shall occur for any reason
whatsoever (and whether such occurrence shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

A. default in the payment of any interest upon either
Note when such interest becomes due and payable, and such default shall have
continued for a period of fifteen (15) days; or

B. default in the payment of principal of (or prepayment
premium, if any, on) either Note when and as the same shall become due and
payable, whether at maturity or at a date fixed for principal payment or
prepayment (including, without limitation, a principal payment or prepayment as
provided in Section 6), or by

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acceleration or otherwise, and such default shall have continued for a period
of fifteen (15) days; or

C. default in the performance or observance of any other
covenant, agreement or condition contained herein, in either of the Notes, the
Deed of Trust, the Mortgage, the Construction Loan Documents or the Security
Agreement or any Event of Default under the Deed of Trust, Mortgage, or
Construction Disbursement Agreement or Default under the Security Agreement
shall occur, and such default shall have continued for a period of thirty (30)
days; or

D. the Company or any Subsidiary shall not pay when due,
whether by acceleration or otherwise, any evidence of indebtedness of the
Company or such Subsidiary (other than the Notes), or any condition or default
shall exist under any such evidence of indebtedness or under any agreement
under which the same may have been issued permitting such evidence of
indebtedness to become or be declared due prior to the stated maturity thereof,
and such default shall have continued for a period of ten (10) days; or

E. the Company or any Subsidiary shall file a petition
seeking relief for itself under Title 11 of the United States Code, as now
constituted or hereafter amended, or an answer consenting to, admitting the
material allegations of or otherwise not controverting, or shall fail to timely
controvert, a petition filed against the Company or such Subsidiary seeking
relief under Title 11 of the United States Code, as now constituted or
hereafter amended; or the Company or any Subsidiary shall file such a petition
or answer with respect to relief under the provisions of any other now existing
or future bankruptcy, insolvency or other similar law of the United States of
America or any State thereof or of any other country or jurisdiction providing
for the reorganization, winding-up or liquidation of corporations or an
arrangement, composition, extension or adjustment with creditors; or

F. a court of competent jurisdiction shall enter an
order for relief which is not stayed within 60 days from the date of entry
thereof against the Company or any Subsidiary under Title 11 of the United
States Code, as now constituted or hereafter amended; or there shall be entered
an order, judgment or decree by operation of law or by a court having
jurisdiction in the premises which is not stayed within 60 days from the date
of entry thereof adjudging the Company or any Subsidiary as bankrupt or
insolvent, or ordering relief against the Company or any Subsidiary, or
approving as properly filed a petition seeking relief against the Company or
any Subsidiary, under the provisions of any other now existing or future
bankruptcy, insolvency or other similar law of the United States of America or
any State thereof or of any other country or jurisdiction providing for the
reorganization, winding-up or liquidation of corporations or an arrangement,
composition, extension or adjustment with creditors, or appointing a receiver,

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liquidator, assignee, sequestrator, trustee, custodian or similar official of
the Company or any Subsidiary or of any substantial part of its property, or
ordering the reorganization, winding-up or liquidation of its affairs; or any
involuntary petition against the Company or any Subsidiary seeking any of the
relief specified in this clause shall not be dismissed within 60 days of its
filing; or

G. the Company or any Subsidiary shall make a general
assignment for the benefit of its creditors; or the Company or any Subsidiary
shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, sequestrator, trustee, custodian or similar official of
the Company or such Subsidiary or of all or any substantial part of its
property; or the Company or any Subsidiary shall have admitted to its
insolvency or inability to pay, or shall have failed to pay, its debts
generally as such debts become due; or the Company or any Subsidiary or its
directors or majority members shall take any action to dissolve or liquidate
the Company or such Subsidiary (other than as contemplated by Section 8.6A); or

H. the rendering against the Company or any Subsidiary
of a final non-appealable judgment, decree or order for the payment of money in
excess of $100,000 and the continuance of such judgment, decree or order
unsatisfied and in effect for any period of 60 consecutive days without a stay
of execution; or

I. the Company or any Subsidiary shall (1) engage in any
non-exempted "prohibited transaction," as defined in Sections 406 and 408 of
ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, (2)
incur any "accumulated funding deficiency," as defined in Section 302 of ERISA,
in an amount in excess of $10,000, whether or not waived, or (3) terminate or
permit the termination of an "employee pension benefit plan," as defined in
Section 3 of ERISA, in a manner which could result in the imposition of a Lien
on any property of the Company or such Subsidiary pursuant to Section 4068 of
ERISA securing an amount in excess of $10,000; or

J. any representation or warranty made by the Company in
Section 2 hereof or in any Collateral Document or in any certificate or
instrument furnished in connection therewith shall prove to have been false or
misleading in any respect as of the date made; or

K. the dissolution of the Company, whether by operation
of law or otherwise (other than as contemplated by Section 8.6A);

then an amount equal to the Prepayment Price (based on the outstanding
principal balance), computed as provided in Section 6.3 (except that, for
purposes of such computation, the Prepayment Date shall be deemed to be the
date upon which the Event of Default shall have occurred), shall at the option
of the Noteholder

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<PAGE> 33
immediately become due and payable without notice or demand, together with
accrued interest thereon at the Overdue Interest Rate, provided, however, that
upon the occurrence of an Event of Default described in clauses (E), (F) or (G)
of this Section 10.1, the entire outstanding principal amount of both Notes,
together with accrued interest thereon after default at the Overdue Interest
Rate, shall at the option of the Noteholder immediately become due and payable
without notice or demand.

The Company hereby expressly acknowledges and agrees (i) that
the prepayment premium provided for herein is reasonable, (ii) that legal
counsel of the Company's own choosing has advised the Company with respect to
such prepayment premium, (iii) that any prepayment made at a time when it is
otherwise restricted under the Notes will result in material loss and damage to
the holder of the Note, requiring such holder to secure reinvestments at
additional costs which might not produce the same economic benefit to such
holder as the economic benefits under the Notes, (iv) that the foregoing
prepayment premium is a reasonable estimate of such loss and damage, and (v)
the Company shall be estopped hereafter from claiming differently as to any of
the foregoing. The foregoing prepayment premium is not intended to be a
penalty, but instead shall serve as liquidated damages to provide you with the
benefit of your bargain.

10.2. Suits for Enforcement. In case an Event of Default
shall occur and be continuing, the holder of the Notes may proceed to protect
and enforce its rights by suit in equity, action at law or other appropriate
proceeding, whether for the specific performance of any covenant contained in
the Notes or in this Agreement or in any Collateral Document or in aid of the
exercise of any power granted in the Notes or in this Agreement or in any
Collateral Document or may proceed to enforce the payment of the Notes or to
enforce any other legal or equitable right of the holder of the Notes. The
Company agrees that its obligations under Section 6 are of the essence of this
Agreement, and upon application to any court of equity having jurisdiction in
the premises, the original holder of the Notes shall be entitled to a decree
against the Company requiring specific performance of such obligations.

10.3. Remedies Not Waived. No course of dealing between the
holder of the Notes and the Company or any delay or failure on the part of the
holder in exercising any rights under any Note or under any Collateral Document
or hereunder shall operate as a waiver of any rights of such holder.

10.4. Remedies Cumulative. No remedy herein or in either
Note or in any Collateral Document conferred upon the holder of the Notes is
intended to be exclusive of any other remedy and each and every remedy shall be
in addition to every other remedy given hereunder or under the Notes or under
any Collateral Document or

-29-
<PAGE> 34
now or hereafter existing at law or in equity or by statute or otherwise.

10.5. Costs and Expenses. The Company shall pay to the
holder of the Notes, to the extent permitted under applicable law, all
reasonable out-of-pocket expenses incurred by such holder as shall be
sufficient to cover the cost and expense of enforcing such holder's rights
under the Notes and any Collateral Document or the collecting and foreclosing
upon, or otherwise dealing with, the Collateral, or participating in any
litigation or bankruptcy proceeding for the protection or enforcement of the
holder's collateral or claim against the Company or any guarantors of the Notes
or otherwise incurred in connection with the occurrence of an Event of Default,
said expenses to include reasonable compensation to the attorneys and counsel
of such holder for any services rendered in that connection, upon the Notes
held by such holder.

SECTION 11. MISCELLANEOUS.

11.1. Loss, Theft, Destruction or Mutilation of Note. Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of a Note, and, in the case of any such loss, theft or
destruction, upon receipt of a bond of indemnity reasonably satisfactory to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of such Note, the Company will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Note, a new Note of like tenor and unpaid principal
amount and dated the date of, or, if later, the date to which interest has been
paid on, the lost, stolen, destroyed or mutilated Note. In the case of a
holder of the Note which is an institutional investor such as you, its own
unsecured agreement of indemnity shall be deemed satisfactory to the Company.

11.2. Expenses. Whether or not the loan herein contemplated
shall be consummated, the Company shall pay you the total amount of $112,500.00
as a non-refundable processing fee, all of which has been previously paid to
you, and the Company shall pay all costs of executing and closing this
Agreement and the Collateral Documents, including, without limitation,
attorneys fees, survey costs, appraisal fees, title insurance and related
expenses, engineering reports, and environmental audit reviews and related
expenses. In addition to the non-refundable processing fee described in the
foregoing sentence, the Company shall pay you the total amount of $112,500.00
as a standby fee, all of which has been previously paid to you, which you shall
refund in the event that the loan is consummated on the Closing Date as
provided for herein. The Company's obligations under this Section 11.2 shall
survive the payment or prepayment of the Notes.

11.3. Stamp Taxes, Recording Fees, etc. The Company will
pay, and save you and any subsequent holder of the Notes harmless against, any
and all liability (including any interest or penalty

-30-
<PAGE> 35
for non-payment or delay in payment) with respect to stamp and other taxes
(other than any such stamp or other taxes incurred upon a transfer of a Note by
you), if any, and all recording and filing fees which may be payable or
determined to be payable in connection with the transactions contemplated by
this Agreement and the Collateral Documents, including, without limitation, the
issue and delivery of the Notes, the execution, delivery, filing and recording
of the Collateral Documents and financing statements related thereto, or any
modification, amendment or alteration thereof. The obligations of the Company
under this Section 11.3 shall survive the payment or prepayment of the Notes.

11.4. Successors and Assigns. All covenants, agreements,
representations and warranties made herein, in the Collateral Documents and in
the Notes or in certificates delivered in connection herewith by or on behalf
of the Company shall survive the issue and delivery of the Notes to you, the
making of the loan by you as provided in Section 1.2, and shall bind the
successors and assigns of the Company, whether so expressed or not, and all
such covenants, agreements, representations and warranties shall inure to the
benefit of your successors and assigns, including any subsequent holder of any
of the Notes.

11.5. Payment. Notwithstanding any provision to the contrary
in either Note contained, the Company will promptly and punctually pay to you
by wire transfer of immediately available funds pursuant to wiring instructions
from you, or if you so request, by check mailed (not later than three days
prior to the date any payment is due) to Metropolitan Life Insurance Company,
Agricultural Investments, Box 27-131, Kansas City, Missouri 64180-0001 or by
such other method or to such other address as may be designated in writing by
you, all amounts payable in respect of the principal of, prepayment premium, if
any, and interest on, the Notes, without any presentment thereof and without
any notation of such payment being made thereon.

11.6. Notices. All communications provided for hereunder,
under the Collateral Documents or under the Notes (other than payments in
respect thereof which shall be made in accordance with Section 11.5) shall be
in writing, and if to you, mailed (by registered or certified mail) or
delivered to you addressed as this Agreement is addressed with a copy to:
Metropolitan Life Insurance Company, Agricultural Investments, P.O. Box 37,
2203 E. Empire Street, Bloomington, Illinois 61702-0037, Attention: Manager, or
if to the Company, mailed (by registered or certified mail) to Cal-Maine Foods,
Inc., P.O. Box 2960, 3320 Woodrow Wilson Drive, Jackson, Mississippi 39207,
Attention: B. J. Raines, Vice-President and Chief Financial Officer, or
addressed to either party at any other address in the United States of America
that such party may hereafter designate by written notice to the other party.
Communications mailed as aforesaid shall be deemed sufficiently

-31-
<PAGE> 36
made three (3) days after the time such communication is deposited in the
mails.

11.7. Severability. If any provision of this Agreement or
either Note or the application thereof to any person or circumstance shall be
invalid or unenforceable to any extent, the remainder of this Agreement and
such Note and the application of such provision to other persons or
circumstances shall not be affected thereby and shall be enforced to the
maximum extent permitted by law.

11.8. Law Governing; Modification. This Agreement shall be
construed in accordance with and governed by laws of the State of Mississippi.
No provision of this Agreement may be waived, changed or modified, or the
discharge thereof acknowledged, orally, but only by an agreement in writing
signed by the party against whom the enforcement of any waiver, change,
modification or discharge is sought.

11.9. Headings. The headings of the sections and subsections
of this Agreement are inserted for convenience only and do not constitute part
of this Agreement.

11.10. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such counterpart.

11.11. Final Credit Agreement. THIS WRITTEN AGREEMENT, THE
NOTES AND THE COLLATERAL DOCUMENTS ARE THE FINAL EXPRESSION OF THE CREDIT
AGREEMENT BETWEEN THE COMPANY AND YOU AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT BETWEEN THE COMPANY AND YOU.
THE COMPANY AND YOU HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT
AGREEMENT BETWEEN THE COMPANY AND YOU WITH RESPECT TO THE SUBJECT MATTER OF
THIS WRITTEN CREDIT AGREEMENT, THE NOTES, THE COLLATERAL DOCUMENTS, AND ANY
RELATED LOAN DOCUMENTS.

If the foregoing is satisfactory to you, please sign the form
of acceptance on the enclosed counterpart of this letter agreement and forward
the same to the Company, whereupon this letter agreement will become a binding
agreement between you and the Company as of the date first above written.

Yours very truly,

CAL-MAINE FOODS, INC., a
Delaware corporation

By:
--------------------------------
Fred Adams, Jr.

-32-
<PAGE> 37
Its Chief Executive Officer

By:
--------------------------------
Bobby J. Raines
Its Secretary

The foregoing agreement is
hereby accepted as of the
date first above written.

METROPOLITAN LIFE INSURANCE COMPANY

By
--------------------------------
Its
-----------------------------

-33-
<PAGE> 38
FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Agreement"), made and
entered into this 11 the day of November, 1991, by and between CAL-MAINE FOODS,
INC., a Delaware corporation (hereinafter "Borrower"), and METROPOLITAN LIFE
INSURANCE COMPANY, a New York corporation ("Lender");

W I T N E S S E T H:

WHEREAS, Borrower has executed and delivered to Lender a certain
Adjustable Rate Secured Promissory Note dated May 1, 1991 in the amount of
$21,900,000 and a certain Adjustable Rate Secured Promissory Note dated May 1,
1991 in the amount of $600,000 (collectively, the "Notes");

WHEREAS, the Notes are secured by (i) respective first deeds of
trust/deeds to secure debt, security agreements and financing statements
(collectively, the "Deed of Trust") entered into by the Company or certain of
its Subsidiaries with respect to, inter alia, the Company's integrated poultry,
egg and livestock operations and office facilities located in Hinds and Simpson
Counties, Mississippi, Candler and Bullock Counties, Georgia and Garza County,
Texas, as described in said Deed of Trust, and an act of collateral mortgage,
security agreement and financing statement (the "Mortgage") entered into by the
Company or certain of its Subsidiaries with respect to, inter alia, the
Company's integrated poultry, egg and livestock operations and office
facilities located in Livingston Parish, Louisiana, as described in said
Mortgage (all such poultry, egg and livestock operations and office facilities
described in the Deed of Trust and Mortgage are hereinafter collectively
referred to as the "Facility"); (ii) a security agreement between the Company
and certain of its Subsidiaries as debtor, and you, as secured party (the
"Security Agreement") granting a security interest in, inter alia, all
equipment, fixtures and other personal property utilized in connection with, or
located at, the Facility as described in said Security Agreement, which
security interest will be perfected by one or more financing statements; (iii)
a guaranty from certain of the Company's Subsidiaries (the "Guaranty"); and
(iv) a Loan Agreement dated as of May 1, 1991 (the "Loan Agreement") and
certain other related loan documents (The Notes, Deed of Trust, Mortgage,
Security Agreement, Guaranty, Loan Agreement and all other related loan
documents are collectively referred to as the "Loan Documents"); and

WHEREAS, Borrower has requested, and Lender has agreed, to modify
Section 8.4 of the Loan Agreement to exclude rentals paid on certain of
Borrower's trucking operations;

NOW, THEREFORE, in consideration of the mutual covenants herein
expressed and other good and valuable consideration, the
<PAGE> 39

receipt and sufficiency of which is hereby acknowledged, Borrower and Lender
hereby agree as follows:

1. Section 8.4 of the Loan Agreement is hereby deleted in its
entirety and in its stead is inserted the following:

"8.4. Lease Obligations. The Company and its Subsidiaries, on a fully
consolidated basis, will not at any time create, assume or incur, or in any
manner become liable for any lease or leases (exclusive of Capital Leases and
leases for semi-tractors and licensed trailers) in which the rentals due in any
fiscal year exceed the aggregate amount of $2,500,000.00."

2. Except as expressly modified herein, the Loan Documents shall
remain the same and are hereby ratified and confirmed.

IN WITNESS WHEREOF, this First Amendment to Loan Agreement has been
executed as of the day and year first above written.

BORROWER:

CAL-MAINE FOODS, INC., a Delaware
corporation

By:
-------------------------------------
Fred Adams, Jr.
Its Chief Executive Officer

By:
-------------------------------------
Bobby J. Raines
Its Secretary

LENDER:

METROPOLITAN LIFE INSURANCE COMPANY, a
New York corporation

By:
-------------------------------------
Printed:
--------------------------------
Title:
----------------------------------

The undersigned hereby ratify and confirm their obligations as guarantors under
a certain Loan Guaranty Agreement dated May 1, 1991 and acknowledge and agree
that said obligations are in no

-2-
<PAGE> 40
manner affected by the foregoing First Amendment to Loan Agreement.

CAL-MAINE FARMS, INC., a Delaware
corporation

By:
--------------------------------------
Its:
----------------------------------

CAL-MAINE EGG PRODUCTS, INC., a Delaware
corporation

By:
--------------------------------------
Its:
----------------------------------

-3-
<PAGE> 41
Metropolitan Life Insurance Company
Agricultural Investments, Illinois Regional Office
2203 East Empire Street, PO Box 37, Bloomington, IL 61702-0037
Tel 309 662-1343 Fax 309 662-0632
[METLIFE LOGO]

Roger W. Truesdale
Regional Manager

A. Dan Nafziger
Assistant Manager

Greg G. Gallaway
Assistant Manager

Mr. Bobbie J. Raines, Chief Financial officer
CAL-MAINE FOODS, INC.
P.O. Box 2960
Jackson, MS 39207

RE: X16 74 95, X16 81 04 & X16 95 84
Cal-Maine Foods, Inc. and Subsidiaries

Gentlemen:

With respect to the Loan Agreements dated May 1, 1991, March 19, 1992 and
February 2, 1994 ("collectively, the Loan Agreements") between Metropolitan
Life Insurance Company ("Metropolitan") and Cal-Maine Foods, Inc. ("Cal-Maine")
and its subsidiary Cal-Maine Partnership, Ltd. ("Cal-Maine Partnership"), as
the case may be, you have requested a waiver of Metropolitan's right to request
payment in full of certain notes upon the occurrence of a Change of Control
Date as more particularly set forth in Section 6.2 of each of said Loan
Agreements.

At your request, and based upon the representations of Mr. Fred Adams, Jr. in
that certain letter dated October 9, 1996 concerning his intent to maintain
majority control of Cal-Maine and its subsidiaries, Metropolitan hereby waives
the provisions of the aforesaid Section 6.2, effective upon the date of
Cal-Maine's and Cal-Maine Partnership's acceptance of and agreement to this
letter as set forth below, subject to the consummation of Cal-Maine's pending
public stock offering, for the remaining terms of these loans, provided that at
the time of such public stock offering there shall exist no Event of Default or
event or condition, which upon the expiration of time or the giving of notice
or both, would constitute an Event of Default upon said Loan Agreements.

It shall further be understood and agreed reference to stock ownership of Fred
Adams, Jr. and his immediate family as set forth in Section 8.5B of the Loan
Agreement dated February 2, 1994, and all other references in the Loan
Agreement to stock ownership of more than fifty percent (50%) of the Company's
"outstanding Voting Stock", shall refer to Voting Stock representing more than
fifty percent (50%) of the total "voting power" of all classes of outstanding
Voting Stock. Consistent therewith, the "Pledge of Stock" provision at page 3
of the "Summary Outline of Major Business Terms" attached to Metropolitan's
loan commitment letter dated September 3, 1996, shall refer to a majority of
the total voting power represented by all classes of Cal-Maine's voting stock
outstanding.
<PAGE> 42
Except as specifically set forth herein, all other terms and conditions of said
Loan Agreements, as may have been modified from time to time by time parties
hereto, shall remain in full force and effect and are hereby ratified and
affirmed by you in all respects.

Metropolitan's agreement hereto is subject to our receipt of an executed
duplicate original of this letter indicating your acceptance of these terms on
or before October 25, 1996. In the event that such public stock offering shall
not occur on or before February 1, 1997, Metropolitan's agreement hereto shall
be null and void and of no force and effect whatsoever.

Very Truly Yours,

Accepted and agreed to this 21st day of October, 1996.

Cal-Maine Foods, Inc.

By: Bobby J. Raines
/s/ DAN NAFZIGER ------------------------------
Its:
-----------------------------
A. Dan Nafziger
Assistant Manager
Agribusiness Specialist
Illinois Regional Office Cal-Maine Partnership, Ltd.

October 15, 1996 By:
------------------------------
Its:
-----------------------------

aci

<PAGE> 1
EXHIBIT 10.4

CAL-MAINE FOODS, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

AMENDED AND RESTATED

EFFECTIVE

JANUARY 1, 1994
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION PAGE NUMBER
- ------- -----------
<S> <C> <C>
1 DEFINITIONS 2

(a) Account
(b) Administrative Committee or Committee
(c) Administrator or Plan Administrator
(d) Annual Additions
(e) Board of Directors
(f) Break in Service
(g) Code
(h) Company
(i) Company Stock
(j) Compensation
(k) Disability
(l) Effective Date
(m) Employee
(n) Entry Date
(o) ERISA
(p) Family Member
(q) Fiduciary
(r) Fund
(s) Highly Compensated Employee
(t) Hour of Service
(u) Investment Category
(v) Investment Manager
(w) Limitation Year
(x) Member
(y) Normal Retirement Date
(z) Participating Company
(aa) Plan
(bb) Plan Year
(cc) Related Entity
(dd) Suspense Account
(ee) Trust Agreement
(ff) Trustee
(gg) Unallocated Stock Account
(hh) Valuation Date
(ii) Year of Service

2 ADMINISTRATION OF THE PLAN 14

(a) ERISA Reporting and Disclosure by
Administrator
(b) Committee
(c) Multiple Capacities
(d) Committee Powers
(e) Allocation of Fiduciary Responsibility
(f) Claims
</TABLE>

(i)
<PAGE> 3
<TABLE>
<CAPTION>
SECTION PAGE NUMBER
------- -----------
<S> <C> <C>
(g) Fiduciary Compensation
(h) Plan Expenses
(i) Fiduciary Insurance
(j) Indemnification

3 PARTICIPATION IN THE PLAN 18

(a) Initial Eligibility
(b) Ineligible Employees
(c) Measuring Service
(d) Commencement of Participation
(e) Termination and Requalification
(f) Termination of Membership

4 CONTRIBUTIONS 20

(a) Participating Company Contributions
(b) Maximum Contributions
(c) Allocations to Members
(d) Eligible Members
(e) Method of Allocation
(f) Company Stock Account
(g) Non-Stock Account
(h) Rollovers
(i) Rollover Account
(j) Voluntary Post-Tax Account
(k) Payroll Taxes

5 MAXIMUM CONTRIBUTIONS AND BENEFITS 24

(a) Defined Contribution Limitation
(b) Combined Limitation
(c) Combined Limitation Computation
(d) Definition of "Compensation" for Code Limitations
(e) Exceptions

6 ADMINISTRATION OF FUNDS 29

(a) Investment of Plan Assets
(b) Exempt Loans
(c) Diversification
(d) Voting Rights and Provisions
(e) Put Option
(f) First Right of Refusal
(g) Investment Categories
(h) Life Insurance
(i) Valuations
(j) Allocation of Gain or Loss
(k) Bookkeeping
</TABLE>

(ii)
<PAGE> 4
<TABLE>
<CAPTION>
SECTION PAGE NUMBER
------- -----------
<S> <C> <C>
7 BENEFICIARIES AND DEATH BENEFITS 36

(a) Designation of Beneficiary
(b) Beneficiary Priority List

8 BENEFITS FOR MEMBERS 37

(a) Retirement Benefit
(b) Death Benefit
(c) Disability Benefit
(d) Termination of Employment Benefit
(e) Recognition of Forfeitures

9 DISTRIBUTION OF BENEFITS 41

(a) Commencement
(b) Benefit Form
(c) Account Balances Less Than $3,500
(d) Definitions
(e) Withholding

10 IN-SERVICE DISTRIBUTIONS 45

(a) Voluntary Post-Tax Account
(b) Rollover Account
(c) Age 59 1/2

11 LOANS 46

(a) Committee Discretion
(b) Hardship
(c) Minimum Requirements
(d) Accounting

12 TITLE TO ASSETS 49

13 AMENDMENT AND TERMINATION 50

(a) Amendment
(b) Termination
(c) Conduct on Termination

14 LIMITATION OF RIGHTS 52

(a) Alienation
(b) Qualified Domestic Relations Order Exception
(c) Employment
</TABLE>

(iii)
<PAGE> 5
<TABLE>
<CAPTION>
SECTION PAGE NUMBER
- ------- -----------
<S> <C> <C>
15 MERGERS, CONSOLIDATIONS OR TRANSFERS OF PLAN ASSETS 54

16 PARTICIPATION BY RELATED ENTITIES 55

(a) Commencement
(b) Termination
(c) Single Plan
(d) Delegation of Authority
(e) Disposition of Assets or Subsidiary
(f) Form of Distributions

17 TOP-HEAVY REQUIREMENTS 56

(a) General Rule
(b) Definitions
(c) Combined Benefit Limitation
(d) Vesting
(e) Minimum Contribution

18 MISCELLANEOUS 61

(a) Incapacity
(b) Reversions
(c) Employee Data
(d) Law Governing
(e) Pronouns
(f) Interpretation

APPENDIX A - TRA `86 COMPLIANCE EFFECTIVE DATES 64
</TABLE>

(iv)
<PAGE> 6

CAL-MAINE FOODS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN

Cal-Maine Foods, Inc., a corporation with principal offices in the
State of Mississippi, established the Cal-Maine Foods, Inc. Employee Stock
Ownership Plan to provide benefits to those of its Employees and the Employees
of its affiliates who were eligible to participate as provided therein
effective May 1, 1976. The Plan was amended and restated April 1, 1991 to
comply with then current law.

Cal-Maine Foods, Inc. hereby again amends and completely restates the
Plan effective January 1, 1994, to incorporate additional provisions of the Tax
Reform Act of 1986, subsequent legislation and extensive Internal Revenue
Service regulations. The amended and restated Plan is effective, subject to
receipt of an Internal Revenue Service determination that the Plan as amended
and restated meets all applicable requirements of Section 401(a) of the Code
(as defined in subsection 1(g)), that employer contributions thereto remain
deductible under Section 404 of the Code and that the fund maintained with
respect thereto is tax exempt under Section 501(a) of the Code.

1
<PAGE> 7
1. DEFINITIONS

(a) "ACCOUNT" shall mean on any date of
determination the value of a Member's share of the Fund.

(i) "VOLUNTARY POST-TAX ACCOUNT" shall mean the
portion of the Member's Account derived from the Member's voluntary
nondeductible contributions under subsection 4(j) made prior to

April 1, 1991.

(ii) "ROLLOVER ACCOUNT" shall mean the portion of
the Member's Account derived from amounts transferred to the Fund under
subsection 4(h) prior to October 1, 1993.

(iii) "COMPANY STOCK ACCOUNT" shall mean
the portion of the Member's Account derived from Participating Company
contributions under subsection 4(a) which is invested in shares of Company
Stock.

(iv) "NON-STOCK ACCOUNT" shall mean the portion
of a Member's Account derived from Participating Company contributions under
subsection 4(a) and any matching Participating Company contributions made prior
to April 1, 1991 which is invested in investments other than shares of Company
Stock.

(b) "ADMINISTRATIVE COMMITTEE" or "COMMITTEE"
shall mean the individual or group of individuals designated pursuant to
subsection 2(b) to control and manage the operation and administration of the
Plan to the extent set forth herein.

(d) "ANNUAL ADDITIONS" shall mean the sum for any
Limitation Year of (i) employer contributions, (ii) employee contributions,
(iii) forfeitures and (iv) amounts described in Sections 415(l)(1) and

2
<PAGE> 8
419A(d)(2) of the Code, which are allocated to the account of a Member under
the terms of a plan subject to Section 415 of the Code. "Annual Additions"
shall include excess contributions as defined in Section 401(k)(8)(B) of the
Code, excess aggregate contributions as defined in Section 401(m)(6)(B) of the
Code and excess deferrals as described in Section 402(g) of the Code,
regardless of whether such amounts are distributed or forfeited. "Annual
Additions" shall not include contributions made under subsection 4(h).

(e) "BOARD OF DIRECTORS" shall mean the Board of
Directors of the Company.

(f) "BREAK IN SERVICE" shall mean a consecutive
twelve-month computation period specified in the Plan in which an Employee is
credited with not more than 500 Hours of Service.

(g) "CODE" shall mean the Internal Revenue Code
of 1986, and the same as may be amended from time to time.

(h) "COMPANY" shall mean Cal-Maine Foods, Inc., a
Delaware corporation, with principal offices in the State of Mississippi.

(i) "COMPANY STOCK" shall mean shares of any
class of capital stock issued by the Company (or by a corporation which is a
member of the same controlled group of corporations which includes the company,
as that term is defined in Code Section 409(1)(4)) which constitute "employee
securities" under Section 4975(e)(8) of the code.

(j) "COMPENSATION" shall mean the total cash
remuneration for services paid to an Employee, after the date the Employee
becomes a participant under the Plan, by a Participating Company in a Plan Year
plus any amounts allocated to an Employee's Salary Deferral Account in
accordance with his election authorizing that amounts be withheld from his

3
<PAGE> 9
remuneration and be credited thereto, and any contributions to a cafeteria plan
under Code Section 125. In addition to other limitations which may be set
forth in the Plan and notwithstanding any other contrary provision of the Plan,
compensation taken into account under the Plan shall not exceed $200,000,
adjusted for changes in the cost of living as provided in Section 415(d) of the
Code. In determining the compensation of an Employee for purposes of this
limitation, the rules of Section 414(q)(6) of the Code shall apply, except in
applying such rules, the term "family" shall include only the spouse of the
Employee and any lineal descendants of the Employee who have not attained age
19 before the close of the year.

In addition to other applicable limitations set forth
in the Plan, and notwithstanding any other provision of the Plan to the
contrary, for Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Employee taken into account under the Plan shall not
exceed the "OBRA `93 annual compensation limit." The OBRA `93 annual
compensation limit is $150,000, as adjusted by the Commissioner for increases
in the cost of living in accordance with section 401(a)(17)(B) of the Internal
Revenue Code. The cost of living adjustment in effect for a calendar year
applies to any period, not exceeding 12 months, over which Compensation is
determined ("determination period") beginning in such calendar year. If a
determination period consists of fewer than 12 months, the OBRA `93 annual
compensation limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator of which
is 12.

For Plan Years beginning on or after January 1, 1994,
any reference in this Plan to the limitation under section 401(a)(17) of the

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<PAGE> 10
Code shall mean the OBRA `93 annual compensation limit set forth in this
provision.

If Compensation for any prior determination period is
taken into account in determining an employee's benefits accruing in the
current Plan Year, the Compensation for that prior determination period is
subject to the OBRA `93 annual compensation limit in effect for that prior
determination period. For this purpose, for determination periods beginning
before the first day of the first Plan Year beginning on or after January 1,
1994, the OBRA `93 annual compensation limit is $150,000.

(k) "DISABILITY" shall mean a medically
determinable physical or mental impairment of a permanent nature which prevents
a Member from performing his customary employment duties without endangering
his health.

(l) "EFFECTIVE DATE" of this amendment and
restatement shall mean January 1, 1994. The original Effective Date of this
Plan shall mean May 1, 1976. The Plan was previously amended and restated
January 1, 1985 and April 1, 1991.

(m) "EMPLOYEE" shall mean each and every person
employed by a Participating Company or a Related Entity. The term "Employee"
shall also include a person who is a "leased employee" with respect to the
Company or Related Entity. No person who is a "leased employee" shall be
eligible to participate in this Plan. "Leased employee" shall mean any person
who is not an Employee but who provides services to the Company or Related
Entity if:

(i) such services are provided pursuant
to an agreement between the Company or Related Entity and any leasing
organization;

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<PAGE> 11
(ii) such person has performed services for
the Company or Related Entity (or for the Company or Related Entity and any
related person within the meaning of Section 414(n)(6) of the Code) on a
substantially full-time basis for a period of at least one (1) year; and

(iii) the services are of a type
historically performed by employees in the business field of the Company or
Related Entity.

A "leased employee" shall be treated as an Employee of the
Company or Related Entity; however, contributions or benefits provided by the
leasing organization which are attributable to services performed for the
Company or Related Entity shall be treated as provided by the Company or
Related Entity. A "leased employee" shall not be treated as an Employee if
such "leased employee" is covered by a money purchase pension plan of the
leasing organization, and the number of leased employees does not constitute
more than twenty percent (20%) of the Company or Related Entity's Non-Highly
Compensated work force as defined by Section 414(n)(5)(C) of the Code. The
money purchase pension plan of the leasing organization must provide benefits
equal to or greater than: (1) a non-integrated employer contribution rate of
at least ten percent (10%) of compensation, (2) immediate participation, and
(3) full and immediate vesting.

(n) "ENTRY DATE" shall mean the first day of each
Plan Year and the first day of the fourth, seventh and tenth months of the Plan
Year.

(o) "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended, and the same as may be amended from
time to time.

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<PAGE> 12
(p) "FAMILY MEMBER" as defined in Code Section
414(q)(6)(B) shall mean the spouse, lineal ascendants and descendants and the
spouses of such lineal ascendants or descendants, of either a 5% owner of the
Employer as defined in Section 416(i) of the Code, or one of the top ten paid
Employees of the Employer.

(q) "FIDUCIARY" shall mean a person who, with
respect to the Plan, (i) exercises any discretionary authority or
discretionary control respecting management of the Plan or exercises any
authority or control with respect to management or disposition of the Plan's
assets, (ii) renders investment advice for a fee or other compensation, direct
or indirect, with respect to any monies or other property of the Plan, or has
any authority or responsibility to do so, or (iii) has any discretionary
authority or discretionary responsibility in the administration of the Plan.

(r) "FUND" shall mean the assets of the Plan.
All Investment Categories shall be part of the Fund.

(s) "HIGHLY COMPENSATED EMPLOYEE" includes Highly
Compensated active Employees and Highly Compensated former Employees.

A Highly Compensated active Employee includes
any Employee who performs service for the Employer during the determination
year and who, during the look-back year:

(i) received Compensation from the Employer
in excess of $99,000 (as adjusted pursuant to Section 415(d) of the Code);

(ii) received Compensation from the Employer
in excess of $66,000 (as adjusted pursuant to Section 415(d) of the Code) and
was a member of the top-paid group for such year; or

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<PAGE> 13
(iii) was an officer of the Employer and
received Compensation during such year that is greater than 50 percent of the
dollar limitation in effect under Section 415(b)(1)(A) of the Code.

The term Highly Compensated Employee also
includes:

(i) Employees who are both described in the
preceding sentence if the term "determination year" is substituted for the term
"look-back year" and the Employee is one of the 100 Employees who received the
most Compensation from the Employer during the determination year; and

(ii) Employees who are 5 percent owners at any
time during the look-back year or determination year.

If no officer has satisfied the Compensation
requirement of (iii) above during either a determination year or look-back
year, the highest paid officer for such year shall be treated as a Highly
Compensated Employee.

For this purpose, the determination year
shall be the Plan Year. The look-back year shall be the twelve-month period
immediately preceding the determination year. The Company may elect, however,
to make the look-back year calculation for a determination year on the basis of
the calendar year ending with or within the applicable determination year as
provided for in applicable Regulations. Such election shall apply to all plans
of the Company.

A Highly Compensated former Employee includes
any Employee who separated from service (or was deemed to have separated) prior
to the determination year, performs no service for the Employer during the
determination year, and was a Highly Compensated active Employee for either the
separation year or any determination year ending on or after the Employee's
55th birthday.

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<PAGE> 14
If an Employee is, during a determination
year or look-back year, a Family Member of either a 5 percent owner who is an
active or former Employee or a Highly Compensated Employee who is one of the 10
most Highly Compensated Employees ranked on the basis of Compensation paid by
the Employer during such year, then the Family Member and the 5 percent owner
or top-ten Highly Compensated Employee shall be aggregated. In such case, the
Family Member and 5 percent owner or top-ten Highly Compensated Employee shall
be treated as a single Employee receiving Compensation and plan contributions
or benefits equal to the sum of such Compensation and contributions or benefits
of the Family Member and 5 percent owner or top-ten Highly Compensated
Employee.

The determination of who is a Highly Compensated
Employee, including the determinations of the number and identity of Employees
in the top-paid group, the top 100 Employees, the number of Employees treated
as officers and the Compensation that is considered, will be made in accordance
with Section 414(q) of the Code and the regulations thereunder.

(t) "HOUR OF SERVICE"

(i) GENERAL RULE. "HOUR OF SERVICE" shall mean
each hour (A) for which an Employee is directly or indirectly paid, or entitled
to payment, by a Participating Company or a Related Entity for the performance
of duties or (B) for which back pay, irrespective of mitigation of damages, has
been either awarded or agreed to by a Participating Company or a Related
Entity. These hours shall be credited to the Employee for the period or
periods in which the duties were performed or to which the award or agreement
pertains irrespective of when payment is made. The same hours shall not be
credited under both (A) and (B) above.

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<PAGE> 15
(ii) PAID ABSENCES. An Employee shall also be
credited with one Hour of Service for each hour for which the Employee is
directly or indirectly paid, or entitled to payment, by a Participating Company
or a Related Entity on account of a period during which no duties are performed
due to vacation, holiday, illness, incapacity, disability, layoff, jury duty or
authorized leave of absence for a period not exceeding one year for any reason
in accordance with a uniform policy established by the Committee; provided,
however, not more than 501 Hours of Service shall be credited to an Employee
under this sentence on account of any single, continuous period during which
the Employee performs no duties and provided, further, that no credit shall be
given if payment (A) is made or due under a plan maintained solely for the
purpose of complying with applicable workmen's compensation, unemployment
compensation or disability insurance laws or (B) is made solely to reimburse an
Employee for medical or medically related expenses incurred by the Employee.

(iii) MATERNITY/PATERNITY. An Employee shall
also be credited with one Hour of Service for each hour that otherwise would
normally have been credited to the Employee but during which such Employee is
absent from work for any period (A) by reason of the Employee's pregnancy, (B)
by reason of the birth of the Employee's child, (C) by reason of the placement
of a child with such Employee in connection with an adoption of such child by
the Employee or (D) for purposes of caring for a child for a period beginning
immediately following birth or placement, provided that an Employee shall be
credited with no more than 501 Hours of Service on account of any single
continuous period of absence by reason of any such pregnancy, birth or
placement and provided further that Hours of Service credited to an individual
on account of such a period of absence

10
<PAGE> 16
shall be credited only for the Break in Service computation period in which
such absence begins if an Employee would otherwise fail to be credited with 501
or more Hours of Service in such period or, in any other case, in the
immediately following computation period.

(iv) MILITARY. An Employee shall also be
credited with one Hour of Service for each hour during which the Employee is
absent on active duty in the military service of the United States under leave
of absence granted by a Participating Company or a Related Entity or when
required by law, provided he returns to employment with a Participating Company
or a Related Entity within 90 days after his release from active duty or within
such longer period during which his right to reemployment is protected by law.

(v) MISCELLANEOUS. For purposes of this
subsection, the regulations issued by the Secretary of Labor at 29 CFR
2530.200b - 2(b) and (c) are incorporated by reference. Nothing herein shall
be construed as denying an Employee credit for an "Hour of Service" if credit
is required by separate federal law.

(vi) EQUIVALENCIES. If, for Plan purposes,
an Employee's records are kept on other than an hourly basis as described
above, the Committee, according to uniform rules applicable to a class of
Employees may apply the following equivalencies for purposes of crediting Hours
of Service:

Credit Granted to Individual if
Basis Upon Which Individual Earns One or More
Records are Maintained Hours of Service During Period
Shift Actual hours for full shift
Day 10 Hours of Service
Week 45 Hours of Service
Bi-weekly Payroll Period 90 Hours of Service
Semi-monthly Payroll Period 95 Hours of Service
Months of Employment 190 Hours of Service

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<PAGE> 17
(u) "INVESTMENT CATEGORY" shall mean any separate
investment fund which is made available under the terms of the Plan.

(v) "INVESTMENT MANAGER" shall mean any Fiduciary
who;

(i) has the power to manage, acquire, or
dispose of any asset of the Plan:

(ii) is:

(A) registered as an investment
adviser under the Investment Advisers Act of 1940;

(B) a bank, as defined in that Act;
or

(C) an insurance company qualified
to perform services described in subsection 1(v)(i) above under the laws of
more than one state; and

(iii) has acknowledged in writing that he
is a Fiduciary with respect to the Plan.

(w) "LIMITATION YEAR" shall mean the consecutive
twelve-month period commencing on January 1st and ending on December 31st.

(x) "MEMBER" shall mean each and every Employee
of a Participating Company who satisfies the requirements for participation
under Section 3 hereof or who has an Account held under the Plan.

(y) "NORMAL RETIREMENT DATE" shall mean the date
on which a Member attains age 65.

(z) "PARTICIPATING COMPANY" shall mean any
Related Entity with respect to the Company which adopts this Plan pursuant to
Section 16. The term shall also include the Company, unless the context
otherwise requires.

(aa) "PLAN" shall mean Cal-Maine Foods, Inc.
Employee Stock Ownership Plan as set forth herein as of the Effective Date and
the same as may be amended from time to time.

(bb) "PLAN YEAR" shall mean the consecutive
twelve-month period commencing on January 1st and ending on December 31st.

(cc) "RELATED ENTITY" shall mean (i) all
corporations which are members with a Participating Company in a controlled
group of corporations within the meaning of Section 1563(a) of the Code,
determined without regard to Sections 1563(a)(4) and (e)(3)(c) of the Code,
(ii) all trades or businesses (whether or not incorporated) which are under
common control with a Participating Company as determined by regulations

12
<PAGE> 18
promulgated under Section 414(c) of the Code, (iii) all trades or businesses
which are members of an affiliated service group with a Participating Company
within the meaning of Section 414(m) of the Code and (iv) any other entity
required to be aggregated with a Participating Company in accordance with
regulations under Section 414(o) of the Code; provided, however, for purposes
of Section 5, the definition shall be modified to substitute the phrase "more
than 50%" for the phrase "at least 80%" each place it appears in Section
1563(a)(1) of the Code. Furthermore, for purposes of crediting Hours of
Service for eligibility to participate and vesting, Service performed as a
leased employee, within the meaning of Section 414(n) of the Code, of a
Participating Company or a Related Entity shall be treated as Service performed
for a Participating Company or a Related Entity. An entity is a Related Entity
only during those periods in which it is included in a category described in
this subsection.

(dd) "SUSPENSE ACCOUNT" shall mean the account used to
reflect company stock acquired with loan proceeds pursuant to subsection 6(b)
hereof.

(ee) "TRUST AGREEMENT" shall mean the agreement between
the company and the Trustees under which the Fund is head.

(ff) "TRUSTEE" shall mean such person, persons or
corporate fiduciary designated pursuant to subsection 6(a) to manage and
control the Fund pursuant to the terms of the Plan and the Trust Agreement.

(gg) "UNALLOCATED STOCK ACCOUNT" shall mean the interim
account used to reflect unleveraged Company Stock acquisitions by the Trust
prior to the allocation of such stock to a Member's Company Stock Account.

(hh) "VALUATION DATE" shall mean the last business day of
the Plan Year and the last business day of the sixth month in the Plan Year.
If the Fund or any Investment Category is invested in a manner which permits
daily valuation of the portion of a Member's Account held therein without
incremental cost or the Committee otherwise directs, then the date of
liquidation of a Member's investment therein for distribution or reinvestment
shall also be a "Valuation Date".

(ii) "YEAR OF SERVICE" shall mean a consecutive
twelve-month computation period specified in the Plan in which an Employee is
credited with at least 1,000 Hours of Service, including such periods prior to
the Effective Date.

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<PAGE> 19
2. ADMINISTRATION OF THE PLAN

(a) ERISA REPORTING AND DISCLOSURE BY ADMINISTRATOR. The
Administrator shall file all reports and distribute to Members and
beneficiaries reports and other information required under ERISA and the Code.

(b) COMMITTEE. The Company, through its Board of
Directors, shall designate an Administrative Committee which shall have the
authority to control and manage the operation and administration of the Plan.
If the Committee consists of more than two members, it shall act by majority
vote. The Committee may (i) delegate all or a portion of the responsibilities
of controlling and managing the operation and administration of the Plan to one
or more persons and (ii) appoint agents, investment advisers, counsel, or other
representatives to render advice with regard to any of its responsibilities
under the Plan. The Board of Directors may remove, with or without cause, the
Committee or any Committee member. The Committee may remove, with or without
cause, any delegate or adviser designated by it.

(c) MULTIPLE CAPACITIES. Any person may serve in more
than one fiduciary capacity (including service both as Trustee and Committee
member).

(d) COMMITTEE POWERS. The responsibility to control and
manage the operation and administration of the Plan shall include, but shall
not be limited to, the performance of the following acts:

(i) the filing of all reports required of the
Plan, other than those which are the responsibility of the Administrator;

(ii) the distribution to Members and
beneficiaries of all reports and other information required of the Plan, other
than reports and information required to be distributed by the Administrator;

(iii) the keeping of complete records of the
administration of the Plan;

(iv) the promulgation of rules and regulations for
the administration of the Plan consistent with the terms and provisions of the
Plan; and

(v) the interpretation of the Plan including the
determination of any questions of fact arising under the Plan and the making of
all decisions required by the Plan. The Committee's interpretation of the Plan
and any actions and decisions taken in good

14
<PAGE> 20
faith by the Committee based on its interpretation shall be final and
conclusive. The Committee may correct any defect, or supply any omission, or
reconcile any inconsistency in the Plan in such manner and to such extent as
shall be expedient to carry the Plan into effect and shall be the sole judge of
such expediency.

(e) ALLOCATION OF FIDUCIARY RESPONSIBILITY. The Board of
Directors, by resolution at their meetings or by written consent or by any
other process permitted under State law, the Administrator, the Committee, the
Trustee and the Investment Manager (if any) possess certain specified powers,
duties, responsibilities and obligations under the Plan and the Trust
Agreement. It is intended under this Plan and the Trust Agreement that each be
responsible solely for the proper exercise of its own functions and that each
not be responsible for any act or failure to act of another, unless otherwise
responsible as a breach of its fiduciary duty or for breach of duty by another
Fiduciary under ERISA's rules of co-fiduciary responsibility. In general:

(i) the Board of Directors is responsible for
appointing and removing the Committee and the Trustee and for amending or
terminating the Plan and the Trust Agreement;

(ii) the Committee is responsible for
administering the Plan, for adopting such rules and regulations as in the
opinion of the Committee are necessary or advisable to implement and administer
the Plan and to transact its business, and for providing a procedure for
carrying out a funding policy and method consistent with the objectives of the
Plan and the requirements of Title I of ERISA and the Code;

(iii) the Administrator is responsible for
discharging the statutory duties of a plan administrator under ERISA and the
Code;

(iv) the Trustee and the Investment Manager are
responsible for the management and control of the respective portions of the
Fund over which they have control to the extent provided in the Trust
Agreement; and

(v) the Fiduciary appointing an Investment
Manager is responsible for the appointment and retention of the Investment
Manager.

(f) CLAIMS. If, pursuant to the rules, regulations or other
interpretations of the Plan, the Committee denies the claim of a Member or
beneficiary for benefits under the Plan, the Committee shall provide written
notice, within 90 days after receipt of the claim, setting forth in a manner
calculated to be understood by the claimant:

15
<PAGE> 21
(i) the specific reasons for such denial;

(ii) the specific reference to the Plan provisions
on which the denial is based;

(iii) a description of any additional material or
information necessary to perfect the claim and an explanation of why such
material or information is needed; and

(iv) an explanation of the Plan's claim review
procedure and the time limitations of this subsection applicable thereto. A
Member or beneficiary whose claim for benefits has been denied may request
review by the Committee of the denied claim by notifying the Committee in
writing within 60 days after receipt of the notification of claim denial. As
part of said review procedure, the claimant or his authorized representative
may review pertinent documents and submit issues and comments to the Committee
in writing. The Committee shall render its decision to the claimant in writing
in a manner calculated to be understood by the claimant not later than 60 days
after receipt of the request for review, unless special circumstances require
an extension of time, in which case decision shall be rendered as soon after
the sixty-day period as possible, but not later than 120 days after receipt of
the request for review. The decision on review shall state the specific
reasons therefore and the specific Plan references on which it is based.

(g) FIDUCIARY COMPENSATION. A Committee member,
delegate, or adviser who already receives full-time pay from the Company or a
Related Entity shall serve without compensation for his services as such, but
he shall be reimbursed pursuant to subsection 2(h) for any reasonable expenses
incurred by him in the administration of the Plan. A Committee member,
delegate, or adviser who is not already receiving full-time pay from the
Company may be paid such reasonable compensation as shall be agreed upon.

(h) PLAN EXPENSES. All expenses of administration of the
Plan may be paid by the Company. If the Company does not pay such expenses,
then they shall be paid out of the Fund.

(i) FIDUCIARY INSURANCE. If the Committee so directs, the
Plan shall purchase insurance to cover the Plan from liability or loss
occurring by reason of the act or omission of a Fiduciary provided such
insurance permits recourse by the insurer against the Fiduciary in the case of
a breach of duty by such Fiduciary.

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<PAGE> 22
(j) INDEMNIFICATION. The Company shall indemnify and hold
harmless to the maximum extent permitted by its by-laws each Fiduciary who is
an Employee or who is an officer or director of any Participating Company or
any Related Entity from any claim, damage, loss or expense, including
litigation expenses and attorneys' fees, resulting from such person's service
as a Fiduciary of the Plan provided the claim, damage, loss or expense does not
result from the Fiduciary's gross negligence or intentional misconduct.

17
<PAGE> 23
3. PARTICIPATION IN THE PLAN

(a) INITIAL ELIGIBILITY. Each and every Employee of a
Participating Company, participating in this Plan on December 31, 1993, shall
continue to Participate under the terms of this Plan as amended and restated
effective January 1, 1994. Each and every other Employee of a Participating
Company not excluded under subsection 3(b) shall be eligible and shall qualify
to participate in the Plan on the Entry Date next following both attainment by
such Employee of age twenty-one (21) and completion by such Employee of one (1)
year of Service, provided he is then employed by a Participating Company.

(b) INELIGIBLE EMPLOYEES

(i) COLLECTIVE BARGAINING AGREEMENT. No Employee
whose terms and conditions of employment are determined by a collective
bargaining agreement between employee representatives and a Participating
Company shall be eligible or qualify for participation unless such collective
bargaining agreement provides to the contrary, in which case such Employee
shall be eligible or shall qualify for participation upon compliance with such
provisions for eligibility or participation as such agreement shall provide;
except that no Employee who has selected, or in the future selects, a union
shall become ineligible during the period between his selection of the union
and the execution of the first collective bargaining agreement which covers
him.

(ii) CERTAIN RELATED ENTITIES. No Employee of a
Related Entity which is not a Participating Company shall be eligible or
qualify for participation.

(c) MEASURING SERVICE. For purposes of measuring service to
satisfy the eligibility provisions of subsection 3(a), the Year of Service
computation period shall begin with the date on which the Employee first is
credited with an Hour of Service and with each subsequent anniversary thereof;
provided, however, if an Employee suffers Breaks in Service with respect to
five consecutive computation periods prior to satisfying the length of service
requirement of subsection 3(a), such Employee shall not be credited with
pre-Break in Service Years of Service and the eligibility computation period
with respect to such Employee shall commence thereafter on the date on which
the Employee first again is credited with an Hour of Service and with each
subsequent anniversary thereof.

18
<PAGE> 24
(d) COMMENCEMENT OF PARTICIPATION. An Employee who satisfies
all the requirements for eligibility under subsection 3(a) and who is not
excluded under subsection 3(b) shall become a Member on the Entry Date on which
he first became eligible to share in Participating Company contributions for
the Plan Year in which the Entry Date occurs.

(e) TERMINATION AND REQUALIFICATION. An Employee who has
satisfied the service requirement of subsection 3(a) applicable to him and who
subsequently becomes ineligible for any reason shall requalify for
participation on the date on which he is next credited with an Hour of Service
in an eligible job classification or, if later, on the Entry Date after which
he satisfies the age requirement.

(f) TERMINATION OF MEMBERSHIP. An Employee who becomes a
Member shall remain a Member as long as he has an Account held under the Plan.

19
<PAGE> 25
4. CONTRIBUTIONS

(a) PARTICIPATING COMPANY CONTRIBUTIONS. For each Plan Year
the Participating Companies may contribute cash or shares of Company Stock, or
both, in such amounts as the Board of Directors, in its absolute discretion,
shall determine. The Participating Companies shall pay over to the Trustees
all contributions, in one or more installments, not later than the due date
(including extensions thereof) for filing the federal income tax returns for
the taxable year ended coincident with or next following the last day of the
Plan Year for which such contributions are made. Any contribution made in cash
shall, in the sole discretion of the Board of Directors, be (i) used to
purchase available company Stock or (ii) allocated to Member's Non-Stock
Accounts' provided, however, that to the extent required, any cash
contributions shall be used to repay any portion of a loan under subsection
6(b).

(b) MAXIMUM CONTRIBUTIONS. The aggregate amount of
contributions made by Participating Companies shall not exceed fifteen percent
(15%) of the aggregate compensation (as defined in Section 415(c)(3) of the
Internal Revenue Code) of all Members during the Plan Year, except as provided
in this subsection 4(b). For any Plan Year with respect to which Participating
Company contributions are applied to repay any portion of a loan made to the
Plan under subsection 6(b), the total amount of Participating Company
contributions used to repay principal on all such loans shall not exceed
twenty-five percent (25%) of such aggregate Member compensation for the Plan
Year. The Participating Companies may contribute any amount in excess of the
maximum for the Plan Year, without limitation, for the specific purpose of
paying interest on such loans. Furthermore, the contributions made by the
Participating Companies to this plan, when combined with any other qualified
plans, shall not exceed the maximum allowable deductions permitted under
Section 404 of the Internal Revenue Code.

(i) As of the end of each month, any
Participating Company contributions made as a flat percentage of Members'
compensation for such period.

(ii) As of each semi-annual Valuation Date, any
additional Participating Company contribution (not included under subsection
4(c)(i)

20
<PAGE> 26
above) and/or forfeitures applied to reduce such contributions for such
semi-annual period.

(iii) As of each semi-annual Valuation Date, any
shares and fractional shares of Company Stock purchased by the Trust with cash
contributions or released from the Suspense Account pursuant to subsection 6(b)
during such semi-annual period.

(iv) As of the Valuation Date coincident with the
last business day of the Plan Year, any forfeitures attributable to Members who
terminated during the Plan Year.

(d) ELIGIBLE MEMBERS. The following Members shall be
entitled to share in any allocations during a Plan Year:

(i) Members who retired during the Plan Year
pursuant to subsection 8(a);

(ii) Members who died during the Plan Year;

(iii) Members who terminated employment due to
Disability during the Plan Year;

(iv) Members who were employed by a Participating
Company during the month for which any monthly allocation is made shall share
in any such monthly allocation; and

(v) Members who were employed by a Participating
Company on the Valuation Date on which any allocation is made shall share in
such allocation.

(e) METHOD OF ALLOCATION. Any monthly allocation of
Participating company contributions shall be allocated among Members' eligible
to share therein as a flat percentage of the Member's compensation for such
period. Any allocation made as of a semi-annual Valuation Date shall be
allocated among Members eligible to share therein in the ratio which the
Compensation of each eligible Member for the semi-annual period bears to the
Compensation all such eligible members for the semi-annual period.

(f) COMPANY STOCK ACCOUNT. The allocations of shares and
fractional shares of Company Stock made to a Member constitute the Member's
Company Stock Account. A Member shall have a nonforfeitable interest in the
Company Stock Account portion of his Account to the extent provided under
Section 8.

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<PAGE> 27
(g) NON-STOCK ACCOUNT. The allocations of cash made to
a member, as adjusted for investment gain or loss and income or expense,
constitute the Member's Non-Stock Account. A Member shall have a
nonforfeitable interest in the Non-Stock Account portion of his Account to the
extent provided under Section 8.

(h) ROLLOVERS. Prior to September 26, 1993 and subject
to uniform rules, any Employee as defined in subsection 1(l) may, subject to
the Committee's approval, transfer to the Plan all or a portion of an eligible
rollover distribution from an eligible retirement plan. Such rollover
contributions, if approved, shall be credited to the Employee's Rollover
Account.

The terms "eligible rollover distribution" and
"eligible retirement plan" shall have the meanings described in 9(b)(iii) of
the Plan, except that, for purposes of this subsection 4(h), an individual
retirement account described in Section 408(a) of the Code which holds an
eligible rollover distribution made to a surviving spouse shall not be
considered an eligible retirement plan.

The Committee shall develop such procedures, and may
require such information from an Employee desiring to make such a transfer, as
it deems necessary or desirable to determine that the proposed transfer will
meet the requirements of this Section.

Any Employee who has not met the eligibility
requirements of Section 3(a) but who has made Rollover Contributions into the
Plan shall be considered a Participant for purposes of Sections 6, 7, 8, 10,
11, 13, 14, 15 and 18 of the Plan.

Notwithstanding anything herein to the contrary, this
Plan shall not accept any Rollover Contributions after September 27, 1993 or
any direct or indirect transfer (in a transfer after December 31, 1984) from a
defined benefit plan, money purchase plan (including a target benefit plan),
stock bonus or profit sharing plan which would otherwise have provided for a
life annuity form of payment to the Participant.

(i) ROLLOVER ACCOUNT. Any contribution under subsection
4(h), as adjusted for investment gain or loss and income or expense, shall
constitute the Member's Rollover Account. A Member shall at all times have a
nonforfeitable interest in the Rollover Account portion of his Account.

22
<PAGE> 28
(j) VOLUNTARY POST-TAX ACCOUNT. Any contributions made
to the Plan by a Member prior to April 1, 1991 from his Compensation received
net of Federal Income Tax (after-tax contributions), as adjusted for investment
gain or loss and income or expense, shall constitute the Member's Voluntary
Post-Tax Account. A Member shall at all times have a nonforfeitable interest
in the Voluntary After-Tax Account portion of his Account. No after-tax
contributions shall be permitted under this Plan after March 31, 1991.

(k) PAYROLL TAXES. The Participating Companies shall
withhold from the Compensation of the Members and remit to the appropriate
government agencies such payroll taxes and income tax withholding as the
Company determines is or may be necessary under applicable statutes or
ordinances and the regulations and rulings thereunder.

23
<PAGE> 29
5. MAXIMUM CONTRIBUTIONS AND BENEFITS

(a) DEFINED CONTRIBUTION LIMITATION. If the allocation
of Participating Companies in accordance with Section 4 will result in an
allocation of more than one-third of the total contributions for a Plan Year to
the Highly Compensated Employees, then the allocation shall be adjusted so that
such excess will not occur.

In the event that after the adjustment, if any, is
made, the amount allocable to a Member from contributions to the Fund in
respect of any Plan Year would cause the Annual Additions allocated to any
Member under this Plan plus the Annual Additions allocated to such Member under
any other plan maintained by a Participating Company or a Related Entity to
exceed for any Limitation Year the lesser of (i) $30,000 (or, if greater,
one-fourth of the dollar limitation in effect under subsection 415(b)(1)(A) of
the Code for such Limitation Year) or (ii) 25% of such Member's compensation
(as defined in subsection 5(d)) for such Limitation Year, then such amount
allocable to such Member shall be reduced by the amount of such excess to
determine the actual amount of the contribution allocable to such Member in
respect of such Plan Year. The excess amount shall be allocated to the other
Members in proportion to their Compensation for the Plan Year until their
Annual Additions reach the above limits. Any excess amount remaining shall be
held unallocated in a suspense account and shall be allocated among all
eligible Members in the next Limitation Year (and succeeding Limitation Years
as necessary).

If a short limitation year is created because of an amendment
changing the Limitation Year to a different consecutive 12-month period, the
defined contribution dollar limitation will be prorated based on the number of
months in the short Limitation Year.

(b) COMBINED LIMITATION. In addition to the limitation
of subsection 5(a), if a Participating Company or a Related Entity maintains or
maintained a defined benefit plan and the amount allocable to a Member with
respect to any Plan Year would cause the aggregate amount allocated to any
Member under all defined contribution plans maintained by all Participating
Companies or Related Entities to exceed the maximum allocation as determined in
subsection 5(c), then such amount allocable to such Member shall be reduced by
the amount of such excess to determine the actual amount of the contribution
allocable to such Member for such Plan

24
<PAGE> 30
Year. The excess amount with respect to any Member shall be held in accordance
with subsection 5(a). Notwithstanding the foregoing, to the extent
administratively feasible, the combined limitation shall be applied to the
Member's benefit payable from the defined benefit plan prior to reduction of
the Member's Annual Additions under this Plan.

(c) COMBINED LIMITATION COMPUTATION. (i) The maximum
allocation is the amount of Annual Additions which may be allocated to a
Member's benefit without permitting the sum of the defined benefit plan
fraction (as hereinafter defined) and the defined contribution plan fraction
(as hereinafter defined) to exceed 1.0 for any Limitation Year. The defined
benefit plan fraction applicable to a Member for any Limitation Year is a
fraction, the numerator of which is the projected annual benefit of the Member
under the plan determined as of the close of the Limitation Year and the
denominator of which is the lesser of (1) the product of 1.25 multiplied by the
maximum then permitted dollar amount of straight life annuity payable under the
defined benefit plan maximum benefit provisions of the Code as a benefit
commencing at the Member's social security retirement age or (2) the product of
1.4 multiplied by the maximum permitted amount of straight life annuity, based
on the Member's compensation, payable under the defined benefit plan maximum
benefit provisions of the Code as a benefit commencing at the Member's social
security retirement age. For purposes of this subsection 5(c), a Member's
projected annual benefit is equal to the annual benefit, expressed in the form
of a straight life annuity, to which the Member would be entitled under the
terms of the defined benefit plan based on the assumptions that (1) the Member
will continue employment until reaching his social security retirement age (or
current age, if later) at a rate of compensation equal to that for the
Limitation Year under consideration and (2) all other relevant factors used to
determine benefits under the plan for the Limitation Year under consideration
will remain constant for future Limitation Years. The defined contribution
plan fraction applicable to a Member for any Limitation Year is a fraction, the
numerator of which is the sum of the Annual Additions for all Limitation Years
allocated to the Member as of the close of the Limitation Year and the
denominator of which is the sum of the lesser, separately determined for each
Limitation Year of the Member's employment with a Participating Company or
Related Entity, of

25
<PAGE> 31
(1) the product of 1.25 multiplied by the maximum dollar amount of Annual
Additions which could have been allocated to the Member under the Code for such
Limitation Year or (2) the product of 1.4 multiplied by the maximum amount,
based on the Member's compensation, of Annual Additions which could have been
allocated to the Member for such Limitation Year.

(ii) TRANSITIONAL RULE. Notwithstanding the
above, if the Employee was a Member as of the first day of the first Limitation
Year beginning after December 31, 1986, in one or more defined benefit plans
maintained by the Participating Companies which were in existence on May 6,
1986, the denominator of the defined benefit fraction used in computing the
combined limitation pursuant to 5(c)(i) hereof will not be less than 125
percent of the sum of the annual benefits under such plans which the Member had
accrued as of the close of the last Limitation Year beginning before January 1,
1987, disregarding any changes in the terms and conditions of the plan after
May 5, 1986. The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Section 415 for
all Limitation Years beginning before January 1, 1987.

Furthermore, in computing the defined contribution plan
fraction pursuant to 5(c)(i) hereof, if the Employee was a Member as of the end
of the first day of the first Limitation Year beginning after December 31,
1986, in one or more defined contribution plans maintained by the Participating
Companies which were in existence on May 6, 1986, the numerator of the defined
contribution fraction will be adjusted if the sum of this fraction and the
defined benefit fraction would otherwise exceed 1.0 under the terms of this
Plan. Under the adjustment, an amount equal to the product of (1) the excess
of the sum of the fractions over 1.0 times (2) the denominator of this
fraction, will be permanently subtracted from the numerator of this fraction.
The adjustment is calculated using the fractions as they would be computed as
of the end of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the plan made after May
5, 1986, but using the Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.

(d) DEFINITION OF "COMPENSATION" FOR CODE LIMITATIONS.
For purposes of the limitations on the allocation of Annual Additions to a

26
<PAGE> 32
Member and maximum benefits under a defined benefit plan as provided for in
this Section 5, "compensation" for a Limitation Year shall mean the sum of (i)
amounts paid by a Participating Company or a Related Entity to the Member with
respect to personal services rendered by the Member, (ii) earned income of a
self-employed person with respect to a Participating Company or a Related
Entity, (iii) amounts received by the Member (A) through accident or health
insurance or under an accident or health plan maintained or contributed to by a
Participating Company or a Related Entity and which are includable in the gross
income of the Member, (B) through a plan contributed to by a Participating
Company or a Related Entity providing payments in lieu of wages on account of a
Member's permanent and total disability, or (C) as a moving expense allowance
paid by a Participating Company or a Related Entity and which are not
deductible by the Member for federal income tax purposes; (iv) the value of a
non-statutory stock option granted by a Participating Company or a Related
Entity to the Member to the extent included in the Member's gross income for
the taxable year in which it was granted; and (v) the value of property
transferred by a Participating Company or a Related Entity to the Member which
is includable in the Member's gross income due to an election by the Member
under Section 83(b) of the Code. Compensation shall not include (i)
contributions made by a Participating Company or Related Entity to a deferred
compensation plan which, without regard to Section 415 of the Code, are not
includable in the Member's gross income for the taxable year in which
contributed; (ii) Participating Company or Related Entity contributions made on
behalf of a Member to a simplified employee pension plan to the extent they are
deductible by the Member under Section 219(b)(7) of the Code; (iii)
distributions from a deferred compensation plan (except from an unfunded
non-qualified plan when includable in gross income); (iv) amounts realized from
the exercise of a non-qualified stock option, or when restricted stock (or
property) held by a Member either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture; (v) amounts realized from the
sale, exchange or other disposition of stock acquired under a qualified or
incentive stock option; and (vi) other amounts which receive special tax
benefits, such as premiums for group term life insurance (to the extent
excludable from gross income) or Participating Company or Related Entity
contributions towards the

27
<PAGE> 33
purchase of an annuity contract described in Section 403(b) of the Code.

(e) EXCEPTIONS. The above limitation on Annual
Additions, after adjustment that may be required by the first paragraph of
subsection 5(a) is made, shall not apply to:

(i) Any reallocation of forfeitures of Company
Stock which was acquired with the proceeds of a loan made to the Plan pursuant
to subsection 6(b).

(ii) Participating Company contributions that are
deductible as interest payments on a loan under Section 404(2)(9)(B) of the
Code and charged against a Member's Account.

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<PAGE> 34
6. ADMINISTRATION OF FUNDS

(a) INVESTMENT OF PLAN ASSETS. The management and
control of the assets of the Plan shall be vested in the Trustee designated
from time to time by the Company through its Board of Directors, or the
Trustee, may appoint one or more Investment Managers to manage, acquire or
dispose of any assets of the Plan.

Participating Company contributions shall be invested
primarily in Company Stock. Shares of Company Stock may be purchased from the
Participating Companies or other shareholders. All purchases and sales of
Company Stock shall be made at the direction of the Committee. The Trustee may
hold up to 100% of Fund assets derived from Participating Company contributions
in Company Stock. The Trustee, at the direction of the Committee, may also
invest a portion of the Plan assets in cash, cash equivalents, certificates of
deposit, money market funds, guaranteed investment contracts, life insurance,
short term securities, bonds and other investments desirable for the Trust.
Funds derived from any matching company contributions made by Participating
Companies or rollover contributions or after-tax contributions by Members shall
not be invested in Company Stock.

(b) EXEMPT LOANS.

(i) The Committee may direct the Trustee to incur
a loan on behalf of the Trust in a manner and under conditions which will cause
the loan to be an "exempt loan" within the meaning of Section 4975(d)(2) of the
Code and regulations thereunder. A loan shall be used primarily for the
benefit of Members and their beneficiaries. The proceeds of each such loan
shall be used, within a reasonable time after the loan is obtained, only to
purchase Company Stock, to repay the loan or to repay any prior loan. Any such
loan shall provide for a reasonable rate of interest, an ascertainable period
of maturity and shall be without recourse against the Plan. Any such loan and
shares of such stock that were used as collateral on a prior loan which was
repaid with the proceeds of the loan and shares of such stock that were used as
collateral on a prior loan which was repaid with the proceeds of the current
loan. Such stock pledges as collateral shall be placed in a Suspense Account
and released pursuant to part (ii) below as the loan is repaid. Company Stock
released from the Suspense Account shall be allocated in the manner described
in Section 4. No person entitled to

29
<PAGE> 35
payment under a loan made pursuant to this subsection shall have recourse
against any Fund assets other than the stock used as collateral for the loan,
Participating Company contributions of cash that are available to meet
obligations under the loan and earnings attributable to such collateral and the
investment of such contributions. Participating Company contributions made
with respect to any Plan Year during which the loan remains unpaid, and
earnings on such contributions, shall be deemed available to meet obligations
under the loan, unless otherwise provided by the Company at the time such
contributions are made.

(ii) Any pledge of stock as collateral under this
subsection shall provide for the release of shares so pledged upon the payment
of any portion of the loan. Shares so pledged shall be released in the
proportion that the principal and interest paid on the loan for the Plan Year
bears to the aggregate principal and interest paid for the current Plan Year
and each Plan Year thereafter, as provided in Treasury Regulation
54.4975-7(b)(8).

(iii) Payments of principal and interest on any
loan under this Section shall be made by the Trustee at the direction of the
Committee solely from: (A) Participating Company contributions available to
meet obligations under the loan, (B) earnings from the investment of such
contributions, (C) earnings attributable to stock pledged as collateral for the
loan, (D) other dividends on stock to the extent permitted by law, (E) the
proceeds of a subsequent loan made to repay the loan, and (F) the proceeds of
the sale of any stock pledges as collateral for the loan. The contributions
and earnings available to pay the loan must be accounted for separately by the
Committee until the loan is repaid.

(iv) Subject to the limitations of Section 5 on
annual additions to a Member's Account, assets released from a Suspense Account
by reason of payment made on a loan shall be allocated as soon as
administratively feasible upon such payment to the accounts of all Members who
then would be entitled to an allocation of contributions if such payment had
been made on the last day of the Plan Year.

(c) DIVERSIFICATION. Any Member who has attained age 55
and completed 10 years of participation under the Plan, excluding participation
prior to September 1, 1989, shall have the right to make an election to direct
the Trustee as to the investment of his shares of Company Stock

30
<PAGE> 36
acquired by or contributed to the Plan after December 31, 1986. Such a Member
may elect within 90 days after the close of each Plan Year in the qualified
election period (as defined below) to direct the Trustee as to the investment
of at least 25% of his Company Stock Account, less any amount to which a prior
election applies. In the case of the last year to which an election applies,
50% shall be substituted for 25%. The Plan shall meet the requirements of
Section 401(a)(28) by:

(i) distributing the portion of such Company
Stock Account covered by the election to the Member within the 90 day period
after the election is made or;

(ii) at the discretion of the Committee, offer at
least three alternate Investment Categories to each Member making such election
and, within 90 days after the period during which the election may be made,
invest the portion of the Members Company Stock Account accordingly. A Member
electing to reinvest a portion of his Company Stock Account in alternative
Investment Categories will be prohibited from receiving a distribution of the
reinvested portion in the form of Company Stock.

Distributions made in accordance with subsection (c)(i) above
may be subject to a Member's Put Option, as applicable.

For purposes of this subsection, the "qualified election
period" is the six-plan-year period beginning with the Plan Year after the
first Plan Year beginning after 1986 in which the Employee has attained age 55
and completed at least 10 years of participating in the Plan, excluding
participation prior to September 1, 1989.

(d) VOTING RIGHTS AND PROVISIONS

(i) VOTING RIGHTS. Each member (or, in the event of
his death, his beneficiary) shall have the right to direct the Committee or
Trustee as to the manner in which whole and partial shares of Company Stock
allocated to his Company Stock Account as of the record date are to be voted on
each matter brought before an annual or special shareholders' meeting. Before
each such meeting of shareholders, the Committee or Trustee shall furnish to
each Member (or beneficiary) a copy of the proxy solicitation material,
together with a form requesting directions on how such shares of Company Stock
allocated to such Member's Account shall be voted on each such matter. Upon
timely receipt of such directions, the

31
<PAGE> 37
Committee shall instruct the Trustee on how the Trustee shall, on each such
matter, vote as directed the number of shares (including fractional shares) of
Company Stock allocated to such Member's Company Stock Account, and the
Committee or Trustee shall have no discretion in such matter. The directions
received by the Committee or Trustee from Members shall be held in confidence
and shall not be divulged or released to any person, including officers or
employees of any Company. The Trustee shall vote allocated shares for which it
has not received direction and unallocated shares of Company Stock in the same
proportion as directed shares are voted, and shall have no discretion in such
matter.

(ii) TENDER OR EXCHANGE. If a tender or exchange
offer is commenced for Company Stock:

(A) The Committee or Trustee shall
distribute in a timely manner to each Member (or beneficiary) such information
as is distributed to holders of Stock in connection with the tender or exchange
offer.

(B) All Company Stock held by the
Trustee in Members' Company Stock Account shall be tendered or not tendered by
the Trustee in accordance with directions it receives from Members (or
beneficiaries). Each Member (or beneficiary) shall be entitled to direct the
Committee or Trustee with respect to the tender of such Company Stock allocated
to his Account. The instructions received by the Committee or Trustee from
Members (or beneficiaries) shall be held by the Committee or Trustee in
confidence and shall not be divulged or released to any person, including
officers or employees of any company.

(C) The Trustee shall not tender
Company Stock allocated to Members' Company Stock Account with respect to which
directions by Members (or beneficiaries) are not received or Company Stock held
by the Trustee that is not allocated to Members' Company Stock Account.

(iii) NO RECOMMENDATIONS. The Committee or Trustee
shall make no recommendations regarding the manner of exercising any rights
under this subsection 6(d), including whether or not such rights should be
exercised, other than information released to all shareholders pursuant to a
Company-sponsored proxy statement.

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<PAGE> 38
(e) PUT OPTION. All distributions shall first be made in
cash to the extent available, then in Company Stock, if readily tradeable,
unless the Member requests otherwise. If the Company Stock is to be
distributed and is or becomes not readily tradable on an established market,
then any Member who is otherwise entitled to a distribution from the Plan,
shall have the right (hereinafter referred to as "Put Option" to require that
the Trustee or Company repurchase any Company Stock under the valuation as
determined below. The Put Option shall only be exercisable during the 60 day
period, then it can be exercised for an additional period of 60 days in the
following Plan Year. This Put Option shall be nonterminable within the meaning
of Internal Revenue Service Regulation 54.4975(11)(a)(ii).

The amount paid for Company Stock under the Put
Option shall be paid substantially equal periodic payments (not less frequently
than annually) over a period beginning not later than 30 days after the
exercise of the Put Option and not exceeding 5 years. There shall be adequate
security provided and reasonable interest paid on the unpaid balance due under
this paragraph.

If the Company Stock is or becomes not readily
tradable on an established securities market, then any valuation required (as
referenced above) under this Plan will be conducted by an independent appraiser
as defined in Section 401(a)(28) of the Code.

Notwithstanding any other provision in the Plan to
the contrary, if the bylaws and charter of the Company restrict ownership of
company securities to current employees pursuant to Code Section 409(h), there
will be no distribution of Company Stock.

(f) FIRST RIGHT OF REFUSAL. Any Member or Beneficiary
who receives a distribution of Company Stock and who desires to sell all or any
part of said Company Stock (whether or not at a time when said Company Stock is
not readily tradable), shall first offer such shares for sale to the Trustee,
and, if the Trustee, at the Committee's direction, shall not exercise said
right of first refusal, then to the Company, at the greater of the price
offered by a bonafide prospective purchaser or the fair market value of the
Company Stock as of the end of the Plan Year coincident with or immediately
preceding the date of notice to the Committee, Trustee or Company. If the
Trustee or Company fail to purchase all such shares within

33
<PAGE> 39
fourteen (14) days after written notice from the selling Member or Beneficiary,
the Trustee's and Company's rights to such stock shall end as of said fourteen
(14) days.

(g) INVESTMENT CATEGORIES. Pursuant to the requirements
of subsection 6(c), the Committee may establish at least three (3) alternate
Investment Categories and may, at anytime, add to or delete from such
Investment Categories. If applicable, any Member electing to reinvest a
portion of his Company Stock Account, in accordance with subsection 6(c) and
uniform rules of general application established by the Committee, shall have
the right to designate the Investment Category or Categories in which the
Trustee is to invest such portion. Such reinvested portion shall be maintained
as a directed investment portion of his Non-Stock Account.

(h) LIFE INSURANCE. No portion of interest of any Member
may be applied to the purchase of any policy of insurance relating to any other
Member; and no policy premium may be less than the premium rate for an ordinary
life insurance policy. The Committee may direct that the interest of each
Member shall be invested proportionately with the interests of all Members in
any such policy of insurance or other earmarked investment.

(i) The proceeds from any "key man"
insurance policies upon the life of any officer or employee of a Participating
Company shall inure solely to the benefit of the then Members under the Plan.

(ii) Ordinary policies of life insurance
purchased on the lives of Members shall be paid out of each Members cash
allocations. No more than forty-nine and nine-tenths percent (49.9%) of a
Member's Participating Company contributions may be applied to the payment of
premiums for ordinary life insurance on such Member's life. The proceeds of
such insurance shall be credited to the Member's Non-Stock Account and
distributed to the Beneficiary thereof. All policies of ordinary life
insurance so purchased for the account of a Member shall be distributed at or
before retirement to such Member.

All policies of insurance purchased by the Trustee
shall be issued by a legal reserve life insurance company authorized to do
business in the State of Mississippi.

(i) VALUATIONS. The Fund and each Investment Category
shall be valued by the Trustee at fair market value as of each Valuation Date.

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<PAGE> 40
(j) ALLOCATION OF GAIN OR LOSS. Any increase or decrease
in the market value of the Fund, including any Investment Category of the Fund,
since the preceding Valuation Date and all income earned, expenses incurred and
realized profits and losses, shall be determined in accordance with accounting
methods uniformly and consistently applied and shall be added to or deducted
from the Account of each Member based on the portion of a Member's Account in
the Fund and Investment Category, if any, at the prior Valuation Date in
accordance with non-discriminatory procedures and rules adopted by the
Committee. Before reallocation, the Accounts of the Members shall be reduced
by any payments made therefrom in the period. At the Committee's discretion
uniformly applied, administrative expenses directly connected or associated
with a particular Member's Account may be charged to the Account.
Notwithstanding the foregoing, allocation shall not be required to the extent
the Fund, or any Investment Category thereof, is administered in a manner which
permits separate valuation of each Member's interest therein without separate
incremental cost to the Plan or the Committee otherwise provides for separate
valuation.

(k) BOOKKEEPING. The Committee shall direct that
separate bookkeeping accounts be maintained to reflect each Member's Company
Stock Account, Non-Stock Account, Rollover Account and Voluntary Post Tax
Account.

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<PAGE> 41
7. BENEFICIARIES AND DEATH BENEFITS

(a) DESIGNATION OF BENEFICIARY. Each
Member shall have the right to designate one or more beneficiaries and
contingent beneficiaries to receive any benefit to which such Member may be
entitled hereunder in the event of the death of the Member prior to the
distribution of such benefit by filing a written designation with the Committee
on the form prescribed by the Committee. Such Member may thereafter designate a
different beneficiary at any time by filing a new written designation with the
Committee. Notwithstanding the foregoing, if a married Member designates a
beneficiary other than his spouse, such designation or subsequent changes shall
not be valid unless the spouse consented in writing witnessed by a notary
public or a member of the Committee in a manner prescribed by the Committee. A
spouse's consent given in accordance with the Committee's rules shall be
irrevocable by the spouse with respect to the beneficiary then designated by
the Member unless the Member makes a new beneficiary designation. Any written
designation shall become effective only upon its receipt by the Committee. If
the beneficiary designated pursuant to this subsection should die on or before
the commencement of distribution of benefits and the Member fails to make a new
designation, then his beneficiary shall be determined pursuant to subsection
7(b).

(b) BENEFICIARY PRIORITY LIST. If (i) a
Member omits or fails to designate a beneficiary, (ii) no designated
beneficiary survives the Member or (iii) the Committee determines that the
Member's beneficiary designation is invalid for any reason, then the death
benefits shall be paid to the Member's surviving spouse, or if the Member is
not survived by his spouse, then to the Member's estate.

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<PAGE> 42
8. BENEFITS FOR MEMBERS

The following are the only post employment benefits provided
by the Plan:

(a) RETIREMENT BENEFIT

(i) VALUATION. Each Member shall be
entitled to a retirement benefit equal to 100% of the Member's Account as of
the Valuation Date coincident with or next following his retirement on or after
his Early Retirement or Normal Retirement Date.

(ii) EARLY RETIREMENT. shall mean the
first day of the month coinciding with or following the date on which a Member
or former Member both attains age 62 and completes 7 years of participation.

(iii) LATE RETIREMENT. A Member who
continues employment beyond his Normal Retirement Date shall continue to
participate in the Plan. His Account shall become nonforfeitable upon his
attaining his Normal Retirement Date.

(b) DEATH BENEFIT

(i) VALUATION. In the event of the
in-service death of a Member before actual retirement or termination, 100% of
the Member's Account on the Valuation Date coincident with or next following
his death shall constitute his death benefit and shall be distributed pursuant
to Sections 7 and 9 (A) to his designated beneficiary or (B) if no designation
of beneficiary is then in effect, to the beneficiary determined pursuant to
subsection 7(b).

(ii) SURVIVOR BENEFITS. In the event
of the post-employment death of a retired or terminated Member before
distribution of his vested Account balance has been made to him, his Account
shall constitute a death benefit and shall be distributed (A) to his designated
beneficiary or (B) if no designation of beneficiary is then in effect, to the
beneficiary determined pursuant to subsection 7(b).

(c) DISABILITY BENEFIT. In the event a
Member suffers a Disability before actual retirement, 100% of the Member's
Account on the Valuation Date coincident with or next following his Disability
shall constitute his Disability benefit, provided said Member severs from
service with a Participating Company due to his Disability.

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<PAGE> 43
(d) TERMINATION OF EMPLOYMENT BENEFIT

(i) VALUATION. In the event a Member
terminates employment with all Participating Companies and all Related Entities
other than by reason of retirement on or after his Normal Retirement or Early
Retirement Date, Disability or in-service death, the Member shall be entitled
to receive a benefit equal to 100% of his Rollover Account and Voluntary
Post-Tax Account and the nonforfeitable portion (as determined under the
vesting schedule at subsection 8(d)(ii)) of his Company Stock Account and
Non-Stock Account on the Valuation Date coincident with or last preceding
distribution.

(ii) VESTING SCHEDULE. The
nonforfeitable portion of a Member's Company Stock Account and Non-Stock
Account is as follows:

<TABLE>
<CAPTION>
NONFORFEITABLE
YEARS OF SERVICE PERCENTAGE
---------------- --------------
<S> <C>
Less than 3 years 0%
3 years but less than 4 years 20%
4 years but less than 5 years 40%
5 years but less than 6 years 60%
6 years but less than 7 years 80%
7 years or more 100%
</TABLE>

(iii) COMPUTATION PERIOD. For purposes
of subsection 8(d), the computation period for determining a Year of Service or
a Break in Service shall be the Plan Year.

(iv) CREDITING SERVICE. For purposes
of subsection 8(d), a Member shall receive credit for all Years of Service,
including Years of Service prior to the Effective Date, except as follows:

(A) If a Member has a Break in Service
in five consecutive Plan Years, then Years of Service after such consecutive
Breaks in Service shall not be taken into account for purposes of determining
the nonforfeitable percentage of the Member's Employer Contribution Account
which accrued prior thereto.

(B) If a Member who has no nonforfeitable
rights has a Break in Service for the greater of (1) five or more consecutive
Plan Years or (2) the accumulated Service of the Member prior to the Break in
Service, then Years of Service prior to such consecutive Breaks in Service
shall not be taken into account for the purpose of determining the
nonforfeitable

38
<PAGE> 44
percentage of the Member's Employer Contribution Account which accrues
thereafter.

(C) CASHOUTS. If distribution is made
to a Member on account of termination of employment prior to the date on which
the Member has a Break in Service for five consecutive Plan Years and the
Member returns to employment covered by the Plan, the Member's Account shall
subsequently be determined without regard to the portion thereof derived from
predistribution employment provided the Member (1) received distribution of the
entire present value of the nonforfeitable portion of his Account at the time
of distribution, (2) the amount of the distribution did not exceed $3,500 or
the Member (with spousal consent, if applicable) voluntarily elected to receive
the distribution, and (3) the Member upon return to employment covered by the
Plan does not repay the full amount of the distribution before the earlier of
suffering five consecutive one year Breaks in Service, or at the close of the
first period of five consecutive one year Breaks in Service commencing after
the withdrawal. If timely repayment is made, the Member's Account shall equal
the sum of the repayment and the forfeitable portion of the Member's Account on
the date of distribution, unadjusted by gains or losses subsequent to the
distribution. Restoration required due to Fund losses shall be made, to the
extent necessary, first from forfeitures in the Plan Year of repayment and
second from Participating Company contributions.

(v) CHANGE IN VESTING SCHEDULE. If the Plan's
vesting schedule is amended, or the Plan is amended in any way that directly or
indirectly affects the computation of the Member's nonforfeitable percentage or
if the Plan is deemed amended by an automatic change to or from a top-heavy
vesting schedule, each Member with at least 3 Years of Service with the
Participating Company may elect, within a reasonable period after the adoption
of the amendment or change, to have the nonforfeitable percentage computed
under the Plan without regard to such amendment or change. For Members who do
not have at least 1 Hour of Service in any Plan Year beginning after December
31, 1988, the preceding sentence shall be applied by substituting "5 Years of
Service" for "3 Years of Service" where such language appears.

The period during which the election may be made shall
commence

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<PAGE> 45
with the date the amendment is adopted or deemed to be made and shall end on
the latest of:

(1) 60 days after the amendment is adopted;

(2) 60 days after amendment becomes
effective; or

(3) 60 days after Member is issued written
notice of the amendment by the Participating Company.

(e) RECOGNITION OF FORFEITURES. The nonvested portion of
the Employer Contribution Account of a Member (i) who separates from service
with no vested interest in his Employer Contribution Account or (ii) who
receives a distribution prior to suffering his fifth consecutive Break in
Service shall be forfeited on the date of (i) separation or (ii) distribution,
as the case may be, subject to the right to restoration. The nonvested portion
of the Employer Contribution Account of any other Member shall be forfeited on
the last day of the Plan Year in which the Member suffers his fifth consecutive
Break in Service. Forfeitures shall first be applied for the restoration of
forfeitures, as required by subsection 8(d)(iv)(C), and then increase
discretionary Participating Company contributions made as of the end of each
Plan Year. Notwithstanding the above, forfeitures attributable to separations
which occurred prior to January 1, 1994 shall be used to offset the semi-annual
discretionary Participating Company contributions until exhausted.

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<PAGE> 46
9. DISTRIBUTION OF BENEFITS

(a) COMMENCEMENT. The payment of benefits shall commence as
soon after the Valuation Date following the Member's termination of employment
as is administratively feasible, except as provided below.

(i) TERMINATION OF EMPLOYMENT BENEFITS. If the
nonforfeitable portion of the Member's Account exceeds or ever exceeded $3,500
and is not "immediately distributable", distributions of benefits payable under
subsection 8(d) shall not commence unless the Member consents to such
distribution in writing. The Committee shall notify the Member of his right to
defer said distribution, subject to the limitations and provisions of
subsection 9(a)(ii) below.

If the Member does not consent to distribution, his
Account shall be retained in the Fund until such later date as the member
requests distribution. If the Member does not request distribution prior to
his Normal Retirement Date or death, distribution shall commence as soon after
the Valuation Date next following the first to occur of the Member's Normal
Retirement Date or death (provided the Committee receives notice of the
Member's death), as is administratively feasible.

(ii) DEFERRAL LIMITATION. In no event other than
with the written consent of the Member shall the payment of benefits commence
later than the sixtieth day after the close of the Plan Year in which the
latest of the following occurs:

(A) the Member's Normal Retirement Date;

(B) the Member's separation from service; or

Provided, however, distribution of benefits
must commence on or before the April 1st of the calendar year following the
calendar year in which the Member attains age 70 1/2.

(iii) DEATH BENEFIT DEFERRAL LIMITATION. The payment
of death benefits under the Plan shall commence as soon after the Valuation
Date following the Member's death as is administratively feasible or as the
Member's beneficiary elects, subject to the limitations and provisions of
subsection 9(b)(ii).

(b) BENEFIT FORMS.

(i) NON-COMPANY STOCK ACCOUNT. If the member elects, the

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<PAGE> 47
payment of all benefits, other than the Company Stock Account, shall be
distributed in one lump sum or in a series of substantially equal annual or
more frequent installments over a period not to exceed the life expectancy of
the Member or, if married, the joint life expectancy of the Member and his or
her spouse, as selected by the Member. Notwithstanding the foregoing, all
Members' Accounts shall continue to be adjusted under subsection 6(j) through
the Valuation Date coincident with or late preceding distribution.

(ii) COMPANY STOCK ACCOUNT. If the member elects,
the payment of benefits from the Company Stock Account shall commence not later
than one (1) year after the close of the Plan Year:

(A) in which the Member separates from
service by reason of attainment of Normal Retirement Date, Disability or death,
or

(B) which is the fifth (5th) Plan Year
in which the Member otherwise separates from service, except that this
subsection shall not apply if the Member is reemployed by a Participating
Company before distribution is required to commence under this subsection.

(iii) EXCEPTION. Subsection 9(b)(ii) shall not
apply to any shares of Company Stock acquired with the proceeds of an Exempt
Loan until the close of the Plan Year in which such Exempt Loan is repaid in
full.

(iv) PAYMENT OF BENEFITS. Unless the Member
elects otherwise, the payment of benefits under subsection 9(b)(ii) shall be in
substantially equal installments (not less frequently than annually) over a
period not longer then the greater of:

(A) Five (5) years; or

(B) in the case of a Member with a
Company Stock Account balance in excess of $500,000, five (5) years plus one
(1) additional year (but not more than five (5) additional years) for each
$100,000 or fraction thereof by which such balance exceeds $500,000.

(v) COST OF LIVING ADJUSTMENT. The dollar
amounts set forth in subsection 9(b)(iv)(B) shall be adjusted pursuant to
Sections 409(o)(2) and 415(d) of the Code ($660,00 and $132,000, respectively,
for 1994).

(vi) MINIMUM DISTRIBUTIONS. No annual
installment payable under subsection 9(b)(iv) shall be in an amount less than
the greater of:

(A) ten thousand dollars ($10,000); or

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<PAGE> 48
(B) if the principal sum exceed one
million dollars ($1,000,000), ten percent (10%) of the principal sum.

In the event an annual installment hereunder would be
less than ten thousand dollars ($10,000), such remaining balance shall be paid
in minimum quarterly payments of two thousand five hundred dollars ($2,500)
until exhausted. The initial such quarterly payment shall be made with sixty
(60) days after the date the value is determined and each succeeding January
15th, April 15th, July 15th and October 15th, thereafter.

Furthermore, in no event shall the distribution
period exceed the period permitted under Section 401(a)(9) of the Code.

Shares of Company Stock previously allocated to a
Member's Company Stock Account shall remain credited to such Account until such
time as an installment is payable under this subsection 9(b).

(vii) IRC 401(A)(31) COMPLIANCE.

(A) GENERAL RULE. This subsection applies
to distributions made on or after January 1, 1993. Notwithstanding any
provision of the Plan to the contrary that would otherwise limit a
distributee's election under this subsection, a distributee may elect, at the
time and in the manner prescribed by the Committee, to have any portion of an
eligible rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.

(B) DEFINITIONS.

1. ELIGIBLE ROLLOVER DISTRIBUTION. An
eligible rollover distribution is any distribution of all or any portion of the
balance to the credit of the distributee, except that an eligible rollover
distribution does not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any distribution
to the extent such distribution is required under section 401(a)(9) of the
Code; and the portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).

2. ELIGIBLE RETIREMENT PLAN. An
eligible retirement plan is an individual retirement account described in
section

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<PAGE> 49
408(a) of the Code, an individual retirement annuity described in section
408(b) of the Code, an annuity plan described in section 403(a) of the Code, or
a qualified trust described in section 401(a) of the Code, that accepts the
distributee's eligible rollover distribution. However, in the case of an
eligible rollover distribution to the surviving spouse, an eligible retirement
plan is an individual retirement account or individual retirement annuity.

3. DISTRIBUTEE. A distributee
includes an Employee or former Employee. In addition, the Employee's or former
Employee's surviving spouse and the Employee's or former Employee's spouse or
former spouse who is the alternate payee under a qualified domestic relations
order, as defined in section 414(p) of the Code, are distributees with regard
to the interest of the spouse or former spouse.

4. DIRECT ROLLOVER. A direct rollover
is a payment by the Plan to the eligible retirement plan specified by the
distributee.

(c) ACCOUNT BALANCES LESS THAN $3,500. If a
terminated Member's vested Account balance does not exceed (nor ever exceeded)
$3,500 on the Valuation Date coincident with or next following his termination,
said Member's Account may be immediately distributed without his consent.

(d) DEFINITIONS. The following definitions shall
apply to Section 7 and 9 hereof:

(i) "Immediately distributable benefit"
shall mean the vested Account balance which could be distributed to a Member
(or surviving spouse) before said Member attains (or would have attained if not
deceased) the later of Normal Retirement Age or age 62.

(ii) "Spouse" (surviving spouse) shall mean
the spouse or surviving spouse of the Member, provided that a former spouse
will not be treated as the spouse or surviving spouse if the Member re-marries
within 1 year of the annuity starting date, and remains married for the 1 year
period ending on the date of death.

(g) WITHHOLDING. All distributions under the plan
are subject to federal, state and local withholding as required by applicable
law as in effect from time to time.

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<PAGE> 50
10. IN-SERVICE DISTRIBUTIONS

(a) VOLUNTARY POST-TAX ACCOUNT. A Member shall
have the right to withdraw all or a portion of his Voluntary Post-Tax Account,
as of the Valuation Date next following the Member's timely delivery of a
request for withdrawal to the Committee. No more than one such distribution
shall be made to any Member in any twenty-four (24) month period.

(b) ROLLOVER ACCOUNT. A Member shall have the
right to withdraw all or a portion of his Rollover Account, as of the Valuation
Date next following the Member's timely delivery of a request for withdrawal to
the Committee.

(c) AGE 59 1/2. A Member who has attained age 59
1/2 shall have the right to withdraw all or a portion of his vested Account
balance as of the Valuation Date next following the Members timely delivery of
a request for withdrawal to the Committee.

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<PAGE> 51
11. LOANS

(a) COMMITTEE DISCRETION. If a Member
experiences a financial hardship the Committee, in its discretion, shall have
the right to direct that a bonafide loan be made from a Member's vested Account
balance to any Member who requests the same. For purposes of this Section 11,
the term "Member" shall also include beneficiaries and terminated employees
with deferred vested account balances who are "parties in interest" as defined
in Section 3 of ERISA. All such loans shall be subject to the requirements of
this Section and such other rules which the Committee shall from time to time
prescribe. Eligibility for and the rules with respect to loans shall be
uniformly applied to all Members. Nothing in this Section shall require the
Committee to make loans available to Members.

(b) HARDSHIP. A loan shall be made on account of
hardship only if the loan is made on account of an immediate and heavy
financial need of the Member. A loan shall be deemed to be made on account of
an immediate and heavy financial need of the Member if the loan is on account
of:

(i) medical expenses described in
Section 213(d) of the Code incurred or necessary to obtain medical care by the
Member, the Member's spouse or any dependent of the Member (as defined in
Section 152 of the Code);

(ii) purchase (excluding mortgage
payments) of a principal residence for the Member;

(iii) payment of tuition for the next 12
months of post-secondary education for the Member, the Member's spouse, child
or any dependent of the Member (as defined in Section 152 of the Code); or

(iv) the need to prevent the eviction of
the Member from his principal residence or foreclosure on the mortgage of the
Member's principal residence.

Further, the Committee, according to uniform
rules, may find that an immediate and heavy financial need exists in other
circumstances where it concludes that the elimination of the need is necessary
to preserve the health or well-being of the Member, his spouse or a dependent
of the Member as defined in Section 152 of the Code.

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<PAGE> 52
(c) MINIMUM REQUIREMENTS. To the extent the
Committee authorizes loans to Members, such loans shall be subject to the
following rules:

(i) PRINCIPAL AMOUNT. The principal
amount of the loan to a Member shall be subject to a minimum of one thousand
dollars ($1,000) and it may not exceed, when added to the outstanding balance
of all other loans to the Member from the Plan, the lesser of (A) $50,000,
reduced by the excess of the highest outstanding balance of loans to the Member
from the Plan during the one-year period ending on the day before the date on
which such loan was made over the outstanding balance of loans to the Member
from the Plan on the date on which such loan is so made or (B) 50% of the
Member's nonforfeitable Account on the Valuation Date last preceding the date
on which the loan is made.

(ii) MAXIMUM TERM. Generally, the term
of the loan may not exceed five years. However, if the Member demonstrates
that the purpose of a loan is to acquire a principal residence for the Member,
then the maximum term shall be fifteen years.

(iii) INTEREST RATE. The interest rate
shall be determined by the Committee from time to time at a rate equivalent to
that charged by major financial institutions in the community for comparable
loans at the time the loan is made.

(iv) REPAYMENT. The loan shall be repaid
over its term in level installment payments made at least quarterly. If the
Member is an active employee, the payments shall correspond to the Member's
payroll period. As a condition precedent to approval of the loan, the Member
shall be required to authorize payroll withholding in the amount of each
installment. Prepayment of the entire outstanding balance of a loan maybe made
at any time.

(v) COLLATERAL. The loan shall be
secured by the Member's Account to the extent of the principal amount of the
loan plus accrued interest. No more than 50% of the Member's vested Account
balance may be used to secure a loan. The Committee, according to a uniform
rule, may require a Member to post additional collateral to secure a loan.

(vi) DISTRIBUTION OF ACCOUNT. If the
nonforfeitable portion of a Member's Account is to be distributed prior to the
Member's payment of all principal and accrued interest due on any loan to such

47
<PAGE> 53
Member, the distribution shall include as an offset the amount of unpaid
principal and interest due on the loan.

(vii) NOTES. All loans shall be evidenced
by a note containing such terms and conditions as the Committee shall require.

(viii) MULTIPLE LOANS. A Member shall be
permitted only one outstanding loan at any time.

(d) ACCOUNTING. The principal amount of any loan
shall be treated as a separate earmarked investment of the borrowing Member.
All payments of principal and interest with respect to such loan shall be
credited to a separate account for the borrowing Member until redeposited into
the Fund in accordance with the Member's election.

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<PAGE> 54
12. TITLE TO ASSETS.

No person or entity shall have any legal or equitable right or
interest in the contributions made by any Participating Company, or otherwise
received into the Fund, or in any assets of the Fund, except as expressly
provided in the Plan.

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<PAGE> 55
13. AMENDMENT AND TERMINATION

(a) AMENDMENT. In accordance with the provisions of
subsection 2(e)(i) hereof, the provisions of this Plan may be amended by the
Company from time to time and at any time in whole or in part, provided that no
amendment shall be effective unless the Plan as so amended shall be for the
exclusive benefit of the Members and their beneficiaries. No amendment to the
Plan shall be effective to the extent that it has the effect of decreasing a
Member's Account balance or eliminating an optional form of benefit, with
respect to benefits attributable to service before the amendment. Furthermore,
if the vesting schedule of the Plan is amended, in the case of an Employee who
is a Member as of the later of the date such amendment is adopted or the date
it becomes effective, the nonforfeitable percentage (determined as of such
date) of such Employee's right to his Account balance will not be less than his
percentage computed under the plan without regard to such amendment.

(b) TERMINATION. While it is the Company's intention to
continue the Plan in operation indefinitely, the right is, nevertheless,
expressly reserved to terminate the Plan in whole or in part or discontinue
contributions in the event of unforeseen conditions. Any such termination,
partial termination or discontinuance of contributions shall be effected only
upon condition that such action is taken as shall render it impossible for any
part of the corpus of the Fund or the income therefrom to be used for, or
diverted to, purposes other than the exclusive benefit of the Members and their
beneficiaries.

(c) CONDUCT ON TERMINATION. If the Plan is to be terminated
at any time without establishment of a successor plan, the Company shall give
written notice to the Trustee which shall thereupon revalue the assets of the
Fund and the accounts of the Members as of the date of termination, partial
termination or discontinuance of contributions and, after discharging and
satisfying any obligations of the Plan, shall allocate all unallocated assets
to the Accounts of the Members at the date of termination, partial termination
or discontinuance of contributions as provided for in Section 6. Upon
termination, partial termination or discontinuance of contributions the
Accounts of Members affected thereby shall be nonforfeitable. The Committee,
in its sole discretion, shall instruct the Trustee either (i) to pay over to
each affected Member his

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<PAGE> 56
Account or (ii) to continue to control and manage the Fund for the benefit of
the Members to whom distributions will be made in later periods at the time
provided in Section 8 and in the manner provided in Section 9.

For purposes of this paragraph, "successor plan"
shall be as defined in Code section 1.401(k) - 1(d)(3).

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<PAGE> 57
14. LIMITATION OF RIGHTS

(a) ALIENATION. None of the payments, benefits or rights of
any Member shall be subject to any claim of any creditor of such Member and, in
particular, to the fullest extent permitted by law, shall be free from
attachment, garnishment, trustee's process, or any other legal or equitable
process available to any creditor of such Member. No Member shall have the
right to alienate, anticipate, commute, pledge, encumber or assign any of the
benefits or payments which he may expect to receive, contingently or otherwise,
under this Plan, except the right to designate a beneficiary or beneficiaries
as herein above provided. For purposes of this subsection, neither a loan made
to a Member nor the pledging of the Member's Account as security therefor, both
pursuant to Section 11, shall be treated as an assignment or alienation unless
such loan is subject to the tax imposed by Section 4975 of the Code.

(b) QUALIFIED DOMESTIC RELATIONS ORDER EXCEPTION. Subsection
l4(a) shall not apply to the creation, assignment or recognition of a right to
any benefit payable with respect to a Member under a qualified domestic
relations order within the meaning of Section 414(p) of the Code.

In the case of any payment before a Member has separated
from service, such an order may require that payment of benefits be made to an
Alternate Payee prior to the date on which the Member is entitled to a
distribution under the Plan, regardless of whether the Member has attained the
earliest retirement age under Section 414(p)(4) of the Code. However, if the
present value of the amount awarded to the Alternate Payee by the qualified
domestic relations order is greater than three thousand five hundred dollars
($3,500), the Alternate Payee must consent in writing before an immediate
distribution may be made.

Payment made pursuant to this subsection may be made
to the Alternate Payee:

(1) as if the Member had retired on the date on
which payments are to begin, based on the Account balances actually credited,
and not considering any Participating Company subsidy for early retirement, and

(2) in any form in which such benefits may be paid
under the Plan to the Member (other than in the form of a joint and survivor
annuity with respect to the Alternate Payee and such Payee's subsequent
spouse).

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<PAGE> 58
For purposes of this subsection, "Alternate Payee" shall
mean the spouse, former spouse, child or other dependent of a Member who
is recognized by a Qualified Domestic Relations Order as having a right to
receive all, or a portion of, the benefits payable under the Plan with respect
to a Member.

(c) EMPLOYMENT. Neither the establishment of the Plan, nor
any modification thereof, nor the creation of any fund, trust or account, nor
the payment of any benefit shall be construed as giving any Member or Employee,
or any person whomsoever, any legal or equitable right against any
Participating Company, the Trustee or the Committee, unless such right shall be
specifically provided for in the Trust Agreement or the Plan or conferred by
affirmative action of the Committee or the Company in accordance with the terms
and provisions of the Plan or as giving any Member or Employee the right to be
retained in the employ of any Participating Company. All Members and other
Employees shall remain subject to discharge to the same extent as if the Plan
had never been adopted.

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<PAGE> 59
15. MERGERS, CONSOLIDATIONS OR TRANSFERS OF PLAN ASSETS

In the case of any Plan merger or Plan consolidation with, or
transfer of assets or liabilities of the Plan to, any other qualified
retirement plan, each Member in the Plan must be entitled to receive a benefit
immediately after the merger, consolidation, or transfer (if the Plan were then
to terminate) which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation, or transfer
(if the Plan had been terminated).

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<PAGE> 60
16. PARTICIPATION BY RELATED ENTITIES

(a) COMMENCEMENT. Any entity which is a Related Entity
with respect to the Company may, with the permission of the Board of Directors,
elect to adopt this Plan and the accompanying Trust Agreement.

(b) TERMINATION. The Company may, by action of the Board
of Directors, determine at any time that any such Participating Company shall
withdraw and establish a separate plan and fund. The withdrawal shall be
effected by a duly executed instrument delivered to the Trustee instructing it
to segregate the assets of the Fund allocable to the Employees of such
Participating Company and pay them over to the separate fund.

(c) SINGLE PLAN. The Plan shall at all times be
administered and interpreted as a single plan for the benefit of the Employees
of all Participating Companies.

(d) DELEGATION OF AUTHORITY. Each Participating Company,
by adopting the Plan, acknowledges that the Company has all the rights and
duties thereof under the Plan and the Trust Agreement, including the right to
amend the same.

(e) DISPOSITION OF ASSETS OR SUBSIDIARY. Distributions may be
made in connection with the Company's disposition of assets or a subsidiary to
those Members who continue in employment with the purchaser of the assets or
with the subsidiary, provided that the purchaser or the subsidiary does not
maintain the Plan after the disposition.

(f) FORM OF DISTRIBUTIONS. All distributions made pursuant to
this Section 16 shall be lump sum distributions as defined in Code section
402(d)(4), without regard to subparagraphs (A)(i) through (iv), (B), and (F) of
said Code section.

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<PAGE> 61
17. TOP-HEAVY REQUIREMENTS

(a) GENERAL RULE. For any Plan Year in which the Plan is a
top-heavy plan or included in a top-heavy group as determined under this
Section, the special requirements of this Section shall apply. The Plan shall
be a top-heavy plan (if it is not included in an "aggregation group") or a plan
included in a top-heavy group (if it is included in an "aggregation group")
with respect to any Plan Year if the sum as of the "determination date" of the
"cumulative accounts" of "key employees" for the Plan Year exceeds 60% of a
similar sum determined for all "employees", excluding "employees" who were "key
employees" in prior Plan Years only.

(b) DEFINITIONS. For purposes of this Section, the following
definitions shall apply to be interpreted in accordance with the provisions of
Section 416 of the Code and the regulations thereunder.

(i) "AGGREGATION GROUP" shall mean the plans of each
Participating Company or a Related Entity included below:

(A) each such plan in which a "key employee"
is a participant;

(B) each other such plan which enables any
plan in subsection (A) above to meet the requirements of Section 401(a)(4) or
410 of the Code;

(C) each other plan not required to be
included in the "aggregation group" which the Company elects to include in the
"aggregation group" in accordance with the "permissive aggregation group" rules
of the Code if such group would continue to meet the requirements of Sections
401(a)(4) and 410 of the Code with such plan being taken into account; and

(D) each terminated plan of the Company
that was maintained within the last five (5) years ending on the "determination
date".

(ii) "CUMULATIVE ACCOUNT" for any "employee" shall
mean the sum of the amount of his accounts under this Plan plus all defined
contribution plans included in the "aggregation group" (if any) as of the most
recent valuation date for each such plan within a twelve-month period ending on
the "determination date", increased by any contributions due after such
valuation date and before the "determination date" plus the present value of
his accrued benefit under all defined benefit pension plans included in the
"aggregation group" (if any) as of the "determination

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<PAGE> 62
date". For a defined benefit plan, the present value of the accrued benefit as
of any particular determination date shall be the amount determined under (A)
the method, if any, that uniformly applies for accrual purposes under all plans
maintained by the Participating Companies and all Related Entities, or (B) if
there is no such method, as if such benefit accrued not more rapidly than under
the slowest accrual rate permitted under the fractional accrual rule of Section
411(b)(1)(C) of the Code, as of the most recent valuation date for the defined
benefit plan, under actuarial equivalent factors specified therein, which is
within a twelve-month period ending on the determination date. For this
purpose, the valuation date shall be the date for computing plan costs for
purposes of determining the minimum funding requirement under Section 412 of
the Code. "Cumulative accounts" of "employees" who have not performed an Hour
of Service for any Participating Company or Related Entity for the five-year
period ending on the "determination date" shall be disregarded. An
"employee's" "cumulative account" shall be increased by the aggregate
distributions during the five-year period ending on the "determination date"
made with respect to him under any plan in the "aggregation group". Rollovers
and direct plan-to-plan transfers to this Plan or to a plan in the "aggregation
group" shall be included in the "employee's" "cumulative account" unless the
transfer is initiated by the "employee" and made from a plan maintained by an
employer which is not a Participating Company or Related Entity.

(iii) "DETERMINATION DATE" shall mean with respect
to any Plan Year the last day of the preceding Plan Year; however, for the
first Plan Year the term shall mean the last day of such Plan Year.

(iv) "EMPLOYEE" shall mean any person (including a
beneficiary thereof) who has or had an Account held under this Plan or a plan
in the "aggregation group" including this Plan at any time during the Plan Year
or any of the four preceding Plan Years. Any "employee" other than a
"key-employee" described in subsection 17(b)(v) shall be considered a "non-key
employee" for purposes of this Section 17.

(v) "KEY EMPLOYEE" shall mean any "employee" or
former "employee" (including a beneficiary thereof) who is, at any time during
the Plan Year, or was, during any one of the four preceding Plan Years any one
or more of the following:

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(A) an officer of a Participating Company or
a Related Entity whose annual compensation (as defined in subsection 17(b)(vi))
exceeds 50% of the dollar limitation in effect under Section 415(b)(1)(A) of
the Code, unless 50 other such officers (or, if lesser, a number of such
officers equal to the greater of three or 10% of the "employees") have higher
annual compensation;

(B) one of the ten persons employed by a
Participating Company or Related Entity having annual compensation (as defined
below) greater than the limitation in effect under Section 415(c)(1)(A) of the
Code, and owning (or considered as owning within the meaning of Section 318 of
the Code) more than 1/2% interest as well as one of the largest interests in
all Participating Companies or Related Entities. For purposes of this
subsection (B), if two "employees" have the same interest, the one with the
greater compensation shall be treated as owning the larger interest;

(C) any person owning (or considered as
owning within the meaning of Section 318 of the Code) more than 5% of the
outstanding stock of a Participating Company or a Related Entity or stock
possessing more than 5% of the total combined voting power of such stock;

(D) a person who would be described in
subsection (C) above if 1% were substituted for 5% each place the same appears
in subsection (C) above, and who has annual compensation of more than $150,000.

For purposes of determining ownership under this subsection, Section
318(a)(2)(C) of the Code shall be applied by substituting 5% for 50%.

(vi) "COMPENSATION" For purposes of this Section
17, "compensation" shall mean compensation as defined in Section 415(c)(3) of
the Code, but including amounts contributed by the employer pursuant to a
salary reduction agreement which are excludible from the Employee's gross
income under Section 125, Section 402(a)(8), Section 402(h) or Section 403(b)
of the Code.

(c) COMBINED BENEFIT LIMITATION. For purposes of
the calculation of the combined limitation of subsection 5(c), "1.0" shall be
substituted for "1.25" each place the same appears in that subsection if either
(i) the "cumulative accounts" of "key employees" exceeds 90% of the aggregate
for all "employees" or (ii) the Participating Companies'

58
<PAGE> 64
contribution allocated to Members who are not "key employees" does not at least
equal 4% of compensation (as defined in subsection 5(d)) or the minimum defined
benefit under a defined benefit plan does not meet the requirement of Section
416(h)(2)(A)(ii) of the Code.

(d) VESTING. The schedule set forth below shall be
substituted for the schedule contained in subsection 8(d)(ii) to the extent it
provides for more rapid vesting.

<TABLE>
<CAPTION>
NONFORFEITABLE
YEARS OF SERVICE PERCENTAGE
---------------- --------------
<S> <C>
Less than 2 years 0%
2 years but less than 3 years 20%
3 years but less than 4 years 40%
4 years but less than 5 years 60%
5 years but less than 6 years 80%
6 years or more 100%
</TABLE>

The schedule above shall apply to all benefits accrued as of the date the
schedule becomes effective and all benefits accrued for Plan Years thereafter
to which this Section applies. If the Plan ceases to be top-heavy, no benefit
which became nonforfeitable under the schedule above shall become forfeitable.
For Members with three Years of Service or more, the schedule shall continue to
apply to future accruals to the extent it provides for more rapid vesting.

(e) MINIMUM CONTRIBUTION. Minimum Participating
Company contributions and forfeitures for a Member who is not a "key employee"
shall be required in an amount equal to the lesser of 3% of compensation (as
defined in subsection 17(b)(vi) herein) or the highest percentage of
Participating Company contributions and forfeitures expressed as a percentage
of the first $200,000 (or an increased amount permitted under a cost of living
adjustment), contributed for any "key employee" under Section 4. (Effective
for Plan Years beginning after December 31, 1993,

59
<PAGE> 65
the $200,000 limitation shall be reduced to $150,000 or any indexed amount
pursuant to Code section 401(a)(17).) If the highest rate allocated to a "key
employee" for a year in which the plan is top heavy is less than 3%, amounts
attributable to a salary reduction shall be included in determining
contributions made on behalf of "key employees." For purposes of this
subsection, employer social security contributions shall be disregarded. Each
"non-key employee" of a Participating Company who has not separated from
service at the end of the Plan Year and who has satisfied the eligibility
requirements of subsection 3(a) shall receive any minimum contribution provided
under this Section 17 without regard to (i) whether he is credited with 1,000
Hours of Service in the Plan Year (ii) earnings level for the Plan Year or
(iii) whether he elects to make contributions under subsection 4(a). If an
"employee" participates in both a defined benefit plan and a defined
contribution plan, the minimum benefit shall be provided under the defined
benefit plan. If an "employee" participates in another defined contribution
plan, the minimum benefit shall be provided under the other defined
contribution plan.

60
<PAGE> 66
18. MISCELLANEOUS

(a) INCAPACITY. If the Committee determines that a person
entitled to receive any benefit payment is under a legal disability or is
incapacitated in any way so as to be unable to manage his financial affairs,
the Committee may make payments to such person for his benefit, or apply the
payments for the benefit of such person in such manner as the Committee
considers advisable. Any payment of a benefit in accordance with the
provisions of this subsection shall be a complete discharge of any liability to
make such payment.

(b) REVERSIONS. In no event, except as provided herein,
shall the Trustee return to a Participating Company any amount contributed by
it to the Plan.

(i) MISTAKE OF FACT. In the case of a contribution
made by a good faith mistake of fact, the Trustee shall return the erroneous
portion of the contribution, without increase for investment earnings, but with
decrease for investment losses, if any, within one year after payment of the
contribution to the Fund.

(ii) DEDUCTIBILITY. To the extent deduction of any
contribution determined by the Company in good faith to be deductible is
disallowed, the Trustee, at the option of the Company, shall return that
portion of the contribution, without increase for investment earnings but with
decrease for investment losses, if any, for which deduction has been disallowed
within one year after the disallowance of the deduction.

(iii) INITIAL QUALIFICATION. In the event there is a
determination that the Plan does not initially satisfy all applicable
requirements of Section 401 of the Code, all contributions made by a
Participating Company incident to that initial qualification shall be

61
<PAGE> 67
returned to the Participating Company by the Trustee within one year after the
date on which the initial qualification is denied, but only if the Company
submitted an application for such initial determination by the due date of the
Company's income tax return for the taxable year in which the Plan was adopted,
or such later date as the Secretary may prescribe.

(iv) LIMITATION. No return of contribution shall be
made under this subsection which adversely affects the Plan's qualified status
under regulations, rulings or other published positions of the Internal Revenue
Service or reduces a Member's Account below the amount it would have been had
such contribution not been made.

This subsection shall not preclude refunds
made in accordance with subsections 4(b)(i), 4(d)(iii) and 4(g)(ii).

(c) EMPLOYEE DATA. The Committee or the Trustee may require
that each Employee provide such data as it deems necessary upon his becoming a
Member in the Plan. Each Employee, upon becoming a Member, shall be deemed to
have approved of and to have acquiesced in each and every provision of the Plan
for himself, his personal representatives, distributees, legatees, assigns, and
beneficiaries.

(d) LAW GOVERNING. This Plan shall be construed,
administered and applied in a manner consistent with the laws of the
State of Mississippi.

(e) PRONOUNS. The use of the masculine pronoun shall be
extended to include the feminine gender wherever appropriate.

(f) INTERPRETATION. The Plan is an Employee Stock
Ownership plan including a qualified, tax exempt trust under Sections 401(a)
and 501(a) of the Code. The Plan shall be interpreted in a manner consistent
with its

62
<PAGE> 68
satisfaction of all requirements of the Code applicable to such a plan.

IN WITNESS WHEREOF, and as evidence of the adoption of this Plan by
the Company, it has caused the same to be signed by its officers thereunto duly
authorized, and its corporate seal to be affixed thereto, this 30th day
of December, l994.

Attest: CAL-MAINE FOODS, INC.

/s/ [SIG] By /s/ [SIG]
- -------------------------- -------------------------------

Secretary Name:

Title:

[Corporate Seal]

63
<PAGE> 69
APPENDIX A - TRA `86 COMPLIANCE EFFECTIVE DATES

The following Plan provisions have the Effective Dates listed below in
compliance with Sections 401 and 403(a) of the Internal Revenue Code, as
amended by the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of
1986, the Omnibus Budget Reconciliation Act of 1987, the Technical and
Miscellaneous Revenue Act of 1988, the Omnibus Budget Reconciliation Act of
1989, the Omnibus Budget Reconciliation Act of 1993 and pertaining to the
status of any related trusts under Section 501(a):

<TABLE>
<CAPTION>
PLAN SECTION PROVISION EFFECTIVE DATE
- ------------ --------- --------------
<S> <C> <C>
1(i) Inclusion of 401(k) contributions in First day of 1987 Plan
definition of "compensation" for all Year
Plan Sections

1(i) Compensation limited to $200,000 for First day of 1989 Plan
benefit accrual and contribution Year and first day of
allocation (with COLA adjustments); 1994 Plan Year,
Compensation limited to $150,000 (with respectively.
COLA adjustments)

1(l) Definition of "leased employee" and its January 1, 1987
inclusion in the definition of "Employee"

1(o) Aggregation of Family Members with First day of 1987 Plan
Highly Compensated Employees Year
</TABLE>

64
<PAGE> 70
<TABLE>
<CAPTION>
PLAN SECTION PROVISION EFFECTIVE DATE
- ------------ --------- --------------
<S> <C> <C>
1(r) Definition of "Highly Compensated First day of 1987 Plan
Employee" Year

3(a) 1 year maximum waiting period for First day of 1989 Plan
eligibility Year

5 Definition of "Annual Additions" First day of 1987 Plan
Year

9(a)(ii) Date of commencement for Required January 1, 1989
Minimum Distributions

11 Rules for qualified plan loans First day of 1989 Plan
Year

11(b)(iv) Loan repayment provisions Loans made, renewed,
renegotiated, modified or
extended on or after
January 1, 1987

17(b)(i)(D)(ii) Fractional accrual rule for First day of 1987 Plan
determination of Top Heavy Year
status
</TABLE>

65
<PAGE> 71

AMENDMENT TO

CAL-MAINE FOODS, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

THIS AMENDMENT is made on this the 15th day of May, 1996, by
CAL-MAINE FOODS, INC. (herein referred to as the "Employer").

W I T N E S S E T H :

WHEREAS, the Employer deems it advisable and desirable to
amend the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP PLAN.

NOW, THEREFORE, the CAL-MAINE FOODS, INC. EMPLOYEE STOCK
OWNERSHIP PLAN is hereby amended as follows:

Section 6 is hereby amended by the addition of the following
as Section 6(l):

(l) Except as otherwise provided in this
Section 6, no Company Stock acquired with the
proceeds of an exempt loan may be subject to a put,
call, buy-sell or similar arrangement while held by
or when distributed from the Plan.

II.

Section 8(e) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK
OWNERSHIP PLAN is hereby amended by the insertion of the following as the
second sentence of that Section:

Company Stock acquired with the proceeds of an exempt
loan allocated to a Member's Company Stock Account shall be
forfeited only after the Member's Non-Stock Account has been
depleted and all other shares of Company Stock in the Member's
Company Stock Account have been forfeited.

III.

Except for this Amendment, the CAL-MAINE FOODS, INC. EMPLOYEE
STOCK OWNERSHIP PLAN shall remain unchanged.

<PAGE> 72
IV.

This Amendment shall be effective January 1, 1994.

IN WITNESS WHEREOF, this Amendment was signed on the day and
year first written above.

CAL-MAINE FOODS, INC.

By:
---------------------------------

EMPLOYER

-2-
<PAGE> 73
AMENDMENT TO

CAL-MAINE FOODS, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

THIS AMENDMENT is made on this the 24th day of September, 1996, by
CAL-MAINE FOODS, INC. (herein referred to as the "Company").

WITNESSETH:

WHEREAS, the Company deems it advisable and desirable to amend the
CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP PLAN.

NOW THEREFORE, the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended as follows:

Section 1(ii) of the CAL-MAINE FOODS INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the addition of the following:

An employee of an entity that becomes a Related Entity to the
Employer shall receive credit for Years of Service with such
entity prior to its becoming a Related Entity for purposes of
eligibility, but not for vesting.

1
<PAGE> 74
II.

Section 3(c) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the deletion of Section 3(c) and the substitution of
the following as Section 3(c):

(c) MEASURING SERVICE. For purposes of measuring service
to satisfy the eligibility provisions of subsection 3(a), the
Year of Service computation period shall begin with the date
on which the Employee first is credited with an Hour of
Service. If the Employee does not work 1,000 Hours of Service
during his initial twelve months of service with the Employer,
but is still employed by the Employer, such Employee shall
next commence the 1,000 Hours of Service eligibility
requirement for participation in the Plan during the Plan Year
next commencing after the date of his employment, and each
Plan Year subsequent thereto, until he meets the 1,000 Hours
of Service eligibility requirement for participation in the
Plan. However, if an Employee suffers Breaks in Service with
respect to five consecutive computation periods prior to
satisfying the length in service requirement of subsection
3(a), such Employee shall not be credited with pre-Break in
Service Years of Service and the eligibility computation
period with respect to such Employee shall commence thereafter
on the date on which the employee first again is credited with
an Hour of Service and with each subsequent Plan Year
thereafter.

III.

Section 3(e) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the deletion of Section 3(e) and the substitution of
the following as Section 3(e):

(e) TERMINATION AND REQUALIFICATION. An Employee who
has satisfied the service requirement of subsection 3(a)
applicable to him and who subsequently becomes ineligible for
any reason and later resumes employment with the Employer
following a one year Break in Service shall be treated as a
new Employee and shall not be entitled to have the Years of
Service he completed prior to the one year Beak in Service
aggregated with

2
<PAGE> 75
his Years of Service subsequent to resumption of employment
unless:

(1) At the time of his one year Break in Service
he had a vested interest in a benefit hereunder
provided by Employer contributions;

(2) The Employee resumes employment before his
one year Breaks in Service equal or exceed five
consecutive years;

(3) He resumes employment before his consecutive
one year Breaks in Service equal or exceed his Years
of Service completed prior to a separation from
service.

If the employee satisfies either (1), (2), or (3) of the
preceding sentence, his Years of Service will be aggregated
with Years of Service subsequent to resumption of employment.

IV.

Section 4(c) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the deletion of that subsection and the substitution
of the following as Section 4(c):

(i) As of each semi-annual Valuation Date, any
Participating Company contribution and/or forfeiture
applied to reduce such contributions for such
semi-annual period.

(ii) As of each semi-annual Valuation Date, any
shares and fractional shares of Company Stock
purchased by the Trust with cash contributions or
released from the Suspense Account pursuant to
subsection 6(b) during such semi-annual period.

3
<PAGE> 76

Section 4(d) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the deletion of the current subsection (iv) of that
Section the renumbering of the current subsection (v) of that Section as
Section 4(d)(iv).

VI.

Section 4(e) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the deletion of the first sentence of that section.

VII.

Section 6(a) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the deletion of the last sentence of the second
paragraph of that section.

VIII.

Section 6(c) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the deletion of the first sentence of that section
and the substitution of the following:

Any Member who has attained age fifty-five (55) and
completed ten (10) years of participation under the Plan,
shall have the right to make an election to direct the Trustee
as to the investment of his shares of Company stock acquired
by or contributed to the Plan after December 31, 1996.

4
<PAGE> 77

IX.

Section 6(c) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the deletion of the last sentence of that section in
its entirety and the substitution of the following:

For purposes of this subsection the
"qualified election period" is the six-plan-year
period beginning with the Plan Year after the first
Plan Year beginning after 1986 in which the employee
has attained age 55 and completed at least ten years
of participation in the Plan.

Section 6(f) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the deletion of that section in its entirety and the
substitution of the following as Section 6(f):

(f) FIRST RIGHT OF REFUSAL. Any Member or
Beneficiary who receives a distribution of Company
Stock and who desires to sell all or any part of said
Company Stock (whether or not at a time when said
Company Stock is not readily tradable), shall first
offer such shares for sale to the Company, and, if
the Company, shall not exercise said right of first
refusal then to the Trustee, at the greater of the
price offered by a bona fide prospective purchaser
with a fair market value of the Company Stock as of
the end of the Plan Year coincident with or
immediately proceeding the date of notice to the
Company or Trustee. If the Company or Trustee failed
to purchase all such shares within fourteen (14) days
after written notice from the selling member or
beneficiary, the Company's and Trustee's rights to
such stock shall end as of said fourteen (14) days.

XI.

Section 9(b)(iv) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK
OWNERSHIP PLAN is hereby amended by the deletion of that section in its
entirety and the substitution of the following as Section 9(b)(iv):

(i) PAYMENT OF BENEFITS. Unless the member
elects in writing a longer distribution period, the
payment of benefits under subsection 9(b)(ii) shall
be in substantially equal installments (not

5
<PAGE> 78
less frequently than annually) over a period not
longer than the greater of:

(A) five years; or

(B) in the case of a Member with a Company Stock
account balance in excess of $500,000, five years
plus one additional year (but no more than five
additional years) for each $100,000 or fraction
thereof by which such balance exceeds $500,000.

XII.

Section 10(c) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the addition of the following:

Notwithstanding the above, a Member who has attained
age 59 1/2 shall not have the right to withdraw any portion of
his account balance that accrues after December 31, 1996,
pursuant to the provisions of this Section. The
Administrative Committee shall be charged with keeping all
records necessary to determine the accrued benefit of all
Members as of December 31, 1996, in order that the amount that
can be withdrawn after attaining age 59 1/2 can be
determined.

XIII.

Section 11 (d) of the CAL-MAINE FOODS, INC. EMPLOYEE STOCK OWNERSHIP
PLAN is hereby amended by the deletion of that subsection in its entirety and
the substitution of the following as Section 11 (d):

(d) ACCOUNTING. Any loan to a Member and all earnings or
losses on such loan shall be treated as a general asset of the
Fund.

This Amendment shall be effective January 1, 1989.

6
<PAGE> 79

XIV.

Except for this Amendment, the CAL-MAINE FOODS, INC. EMPLOYEE STOCK
OWNERSHIP PLAN shall remain unchanged.

XV.

Unless otherwise stated in this Amendment, the Amendment shall be
effective January 1, 1996.

IN WITNESS OF, this Amendment was signed on the day and year first
written above.

CAL-MAINE FOODS, INC.

BY: [sig]
------------------------
COMPANY

<PAGE> 1
EXHIBIT 10.5

CAL-MAINE FOODS, INC.
AMENDED AND RESTATED 1993 STOCK OPTION PLAN

1. PURPOSES OF THE PLAN: The purposes of this Plan are:

* to attract and retain competent executives with
outstanding ability for positions of substantial
responsibility;

* to provide additional incentive to corporate
officers, key employees, and members of the corporate
Board of Directors, and;

* to promote the success of the Corporation's business.

Options granted under the Plan may be Incentive Stock Options
or Nonstatutory Stock Options, as determined by the Board at the time of grant.

2. DEFINITIONS: As used herein, the following
definitions shall apply:

(a) "Administrator" means the Board in accordance with
Section 4 of the Plan.

(b) "Applicable Laws" means the requirements relating to
the administration of stock option plans under U.S. state corporate laws.
U.S. federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where options are, or
will be, granted under the Plan.

(d) "Code" means the Internal Revenue Code of 1986, as
amended.

(e) "Common Stock" means the Common Stock of the
Corporation.

(f) "Corporation" means CAL-MAINE FOODS, INC.

(g) "Director" means a member of the Board.

(h) "Employee" means any key employee, including, without
limitation, Officers employed by the Corporation or any Parent or Subsidiary of
the Corporation. A Service Provider shall not cease to be an Employee in the
case of (i) any leave of absence approved by the Corporation or (ii) transfers
between locations of the Corporation or between the Corporation, its Parent,
any Subsidiary, or any successor. For purposes of Incentive Stock Options, no
such leave may exceed ninety (90) days, unless reemployment upon expiration of
such leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Corporation is not so
guaranteed, on the 181st day of such leave, any Incentive Stock Option held by
the Optionee shall cease to be treated as an Incentive Stock Option and shall
be treated for tax
<PAGE> 2
purposes as a Nonstatutory Stock Option. Neither service as a Director nor
payment of the director's fee by the Corporation shall be sufficient to
constitute "employment" by the Corporation. An employee may serve as a
Director of the Company and maintain his status as an employee.

(j) "Exchange Act" means the Securities Exchange Act of
1934, as amended.

(k) "Fair Market Value" means, as of any date, the value
of Common Stock determined as follows:

(i) If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market or The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;

(iii) In the absence of an established market for
the Common Stock, the Fair Market Value shall be determined in good faith by
the Administrator.

(l) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

(m) "Nonstatutory Stock Option" means an Option not
intended to qualify as an Incentive Stock Option.

(n) "Notice of Grant" means a written or electronic
notice evidencing certain terms and conditions of an individual Option grant.
The Notice of Grant is part of the Option Agreement.

(o) "Officer" means a person who is an officer of the
Corporation within the meaning of Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder.

(p) "Option" means a stock option granted pursuant to the
Plan.

(q) "Option Agreement" means an agreement between the
Corporation and an Optionee evidencing the terms and conditions of an
individual option grant. The Option Agreement is subject to the terms and
conditions of the Plan.

2
<PAGE> 3
(r) "Optioned Stock" means the Common Stock subject to an
Option.

(s) "Optionee" means the holder of an outstanding Option
granted under the Plan.

(t) "Parent" means a "parent corporation", whether now or
hereinafter existing, as defined in Section 424(e) of the Code.

(u) "Plan" means this 1993 Stock Option Plan, as amended.

(v) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or
any successor to Rule 16b-3, as in effect when discretion is being exercised
with respect to the Plan.

(w) "Service Provider" means an Officer, Key Employee or
non-employee member of the Board.

(x) "Share" means a share of the Common Stock, as
adjusted in accordance with Section 12 of the Plan.

(y) "Subsidiary" means a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. STOCK SUBJECT TO THE PLAN: Subject to the provisions
of Section 12 of the Plan, the maximum aggregate number of shares which may be
optioned and sold under the Plan is 800,000 Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.

If an Option expires or becomes unexercisable without having
been exercised in full, or is surrendered pursuant to a method of payment under
Section 9(c), the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued
under the Plan shall not be returned to the Plan and shall not become available
for future distribution under the Plan.

4. ADMINISTRATION OF THE PLAN:

(a) PROCEDURE:

(i) RULE 16b-3. To the extent desirable to
qualify transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.

(ii) ADMINISTRATION: The Plan shall be
administered by the Board.

(b) POWERS OF THE ADMINISTRATOR: Subject to the
provisions of the Plan the Administrator shall have the authority, in its
discretion:

3
<PAGE> 4
(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom
Options may be granted hereunder;

(iii) to determine the number of shares of
Common Stock to be covered by each Option granted hereunder;

(iv) to approve forms of Option Agreement for
use under the Plan;

(v) to determine the terms and conditions,
not inconsistent with the terms of the Plan, of any Option granted hereunder.
Such terms and conditions include, but are not limited to, the exercise price,
the time or times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or the
shares of Common Stock relating thereto, based in each case on such factors as
the Administrator, in its sole discretion, shall determine;

(vi) to construe and interpret the terms of
the Plan and Options granted pursuant to the Plan;

(vii) to prescribe, amend and rescind rules
and regulations relating to the Plan, including rules and regulations relating
to sub-plans established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;

(viii) to modify or amend each Option (subject
to Section 14(c) of the Plan), including the discretionary authority to extend
the post termination exercisability period of Options longer than is otherwise
provided for in the Plan;

(ix) to allow Optionees to satisfy
withholding tax obligations by electing to have the Corporation withhold from
the Shares to be issued upon exercise of an Option that number of Shares having
a Fair Market Value equal to the amount required to be withheld. The Fair
Market Value of the Shares to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined. All elections by an
Optionee to have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may deem necessary or advisable;

(x) to authorize any person to execute on
behalf of the Corporation any instrument required to effect the grant of an
Option previously granted by the Administrator;

(xi) to make all other determinations deemed
necessary or advisable for administering the Plan.

4
<PAGE> 5
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.

5. ELIGIBILITY: Nonstatutory Stock Options may be
granted to Service Providers. Incentive Stock Options may be granted only to
Service Providers who are Employees.

6. LIMITATIONS:

(a) Each Option shall be designated in the attended
Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by the Optionee during any calendar
year (under all plans of the Corporation and any Parent or Subsidiary) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock Options. For
purposes of this Section 6(a), Incentive Stock Options shall be taken into
account in the order in which they were granted. The Fair Market Value of the
Shares shall be determined as of the time the option with respect to such
shares is granted.

(b) Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's relationship as an
Officer, an Employee or a Director of the Corporation, nor shall they interfere
in any way with the Optionee's right or the Corporation's right to terminate
such relationship at any time, with or without cause.

7. TERM OF PLAN: Subject to Section 18 of the Plan, the
Plan became effective on May 25, 1993. It shall continue in effect for a term
of ten (10) years from such date, unless terminated earlier under Section 14 of
the Plan.

8. TERM OF OPTION: The term of each Option shall be
stated in the Option Agreement. In the case of an Incentive Stock Option, the
term shall be ten (10) years from the date of grant or such shorter term as may
be provided in the Option Agreement. Moreover, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Incentive Stock Option
is granted, owns Stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Corporation or any Parent or Subsidiary,
the term of the Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Option Agreement.

9. OPTION EXERCISE PRICE AND CONSIDERATION:

(a) EXERCISE PRICE: The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be determined by
the Administrator, subject to the following:

(i) In the case of an Incentive Stock Option

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<PAGE> 6
(A) granted to an Employee who,
at the time the Incentive Stock Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Corporation or any Parent or Subsidiary, the per Share exercise price shall be
no less than 110% of the Fair Market Value per Share on the date of grant.

(B) granted to any Employee
other than an Employee described in paragraph (A) immediately above, the per
Share exercise price shall be no less than 100% of the Fair Market Value per
Share on the date of grant.

(ii) In the case of a Nonstatutory Stock
Option, the per Share exercise price shall be determined by the Administrator,
but shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

(b) WAITING PERIOD AND EXERCISE DATES: At the time an
Option is granted, the Administrator shall fix the period within which the
Option may be exercised and shall determine any conditions which must be
satisfied before the Option may be exercised.

(c) FORM OF CONSIDERATION: The Administrator shall
determine the acceptable form of consideration for exercising an Option,
including the method of payment. In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at the time
of grant. Such consideration may consist entirely of:

(i) cash;

(ii) check;

(iii) previously acquired Shares having an
aggregate fair market value on the date of exercise (determined in accordance
with Section 2(m) equal to the aggregate exercise price of all options being
exercised;

(iv) in the case of nonstatutory stock
option, other Shares which (A) in the case of Shares acquired upon exercise of
an option, have been owned by the Optionee for more than six months on the date
of surrender, and (B) have a Fair Market Value on the date of surrender equal
to the aggregate exercise price of the Shares as to which said Option shall be
exercised;

(v) Shares as to which this Option is then
being exercised, in which case the Corporation is to retain so many shares that
would otherwise have been delivered by the Corporation upon that exercise of
this Option as equals the number of shares that would have been surrendered to
the Corporation if the purchase price had been paid with previously issued
stock; or

(vi) any combination of the foregoing methods
of payment; or

(vii) such other consideration and method of
payment for the issuance of Shares

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<PAGE> 7
to the extent permitted by Applicable Laws.

10. EXERCISE OF OPTION:

(a) PROCEDURE FOR EXERCISE; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable according to the terms of the
Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement. Unless the Administrator
provides otherwise, vesting of Options granted hereunder shall be tolled during
any unpaid leave of absence. An Option may not be exercised for a fraction of
a Share.

An Option shall be deemed exercised when the Corporation has
received: (i) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii)
full payment for the Shares with respect to which the Option is exercised.
Full payment may consist of any consideration and method of payment authorized
by the Administrator and permitted by the Option Agreement and the Plan.
Shares issued upon exercise of an Option shall be issued in the name of the
Optionee or, if requested by the Optionee, in the name of the Optionee and his
or her spouse. Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Corporation or of a duly authorized transfer agent of
the Corporation), no right to vote or receive dividends or any other rights as
a shareholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The Corporation shall issue (or cause to be
issued) such Shares promptly after the Option is exercised. No adjustment will
be made for a dividend or other right for which the record date is prior to the
date the Shares are issued, except as provided in Section 12 of the Plan.

Exercising an Option in any manner shall decrease the number
of Shares thereafter available, both for purposes of the Plan and for exercise
under the Option, meaning by the number of Shares as to which the Option is
exercised.

(b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER:
If an Optionee ceases to be a Service Provider, other than upon the Optionee's
death, the Optionee may exercise his or her Option within such period of time
as is specified in the Option Agreement to the extent that the Option is vested
on the date of termination (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement). In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
ninety (90) days following the Optionee's termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

(c) DEATH OF OPTIONEE: If an Optionee dies while a
Service Provider or within ninety (90) days of ceasing to be a Service
Provider, the Option may be exercised within six (6) months after the death of
Optionee, by the Optionee's estate or by a person who acquired the right

7
<PAGE> 8
to exercise the Option by bequest or inheritance, but only to the extent that
the Option is vested on the date Optionee ceased to be a Service Provider. If,
at the time Optionee ceased to be a Service Provider, the Optionee is not
vested as to his or her entire Option, the shares covered by the unvested
portion of the Option shall immediately revert to the Plan. The Option may be
exercised by the executor or administrator of the Optionee's estate or, if
none, by the person(s) entitled to exercise the Option under the Optionee's
will or laws of descent or distribution. If the Option is not so exercised
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

(d) BUYOUT PROVISIONS: The Administrator may at any time
offer to buy out for a payment in cash or Shares, an Option previously granted
based on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.

11. NON-TRANSFERABILITY OF OPTIONS: Unless determined
otherwise by the Administrator, an Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed or in any manner other than by will or
by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee. If the Administrator makes an
Option transferable, such Option shall contain such additional terms and
conditions as the Administrator deems appropriate.

12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,
DISSOLUTION, MERGER OR ASSET SALE:

(a) CHANGES IN CAPITALIZATION: Subject to any required
action by the shareholders of the Corporation, the number of shares of Common
Stock covered by each outstanding Option, and the number of shares of Common
Stock which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Corporation; provided, however, that conversion
of any convertible securities of the Corporation shall not be deemed to have
been "effected without receipt of consideration". Such adjustment shall be made
by the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the
Corporation of Shares of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock subject to
an Option.

(b) DISSOLUTION OR LIQUIDATION: In the event of the
proposed dissolution or liquidation of the Corporation, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction. The Administrator in its discretion may

8
<PAGE> 9
provide for an Optionee to have the right to exercise his or her Option until
ten (10) days prior to such transaction as to all of the Optioned Stock covered
thereby, including Shares as to which the Option would not otherwise be
exercisable. To the extent it has not been previously exercised, an Option
will terminate immediately prior to the consummation of such proposed action.

(c) MERGER OR ASSET SALE: In the event of a merger of
the Corporation with or into another corporation, or the sale of substantially
all of the assets of the Corporation, each outstanding Option shall be assumed
or an equivalent option or right substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the Option, the
Optionee shall fully vest in and have the right to exercise the Option as to
all of the Optioned Stock, including Shares as to which it would not otherwise
be vested or exercisable. If an Option becomes fully vested and exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Administrator shall notify the Optionee in writing or electronically that
the Option shall be fully vested and exercisable for a period of fifteen (15)
days from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this paragraph, the Option
shall be considered assumed if, following the merger or sale of assets, the
option or right confers the right to purchase or receive, for each Share of
Optioned Stock subject to the Option immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of Common Stock
for each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or sale of assets is not solely
common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to
be received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation
or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or sale of assets.

13. DATE OF GRANT: The date of grant of an Option shall
be, for all purposes, the date of which the Administrator make the
determination granting such Option, or such other later date as is determined
by the Administrator. Notice of the determination shall be provided to each
Optionee within a reasonable time after the date of such grant.

14. AMENDMENT AND TERMINATION OF THE PLAN:

(a) AMENDMENT AND TERMINATION: The Board may at any time
amend, alter, suspend or terminate the Plan.

(b) SHAREHOLDER APPROVAL: The Corporation shall obtain
shareholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.

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<PAGE> 10
(c) EFFECT OF AMENDMENT OR TERMINATION: No amendment,
alteration, suspension or termination of the Plan shall impair the rights of
any Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee
and the Corporation. Termination of the Plan shall not affect the
Administrator's ability to exercise the powers granted to it hereunder with
respect to options granted under the Plan prior to the date of such
termination.

15. CONDITIONS UPON ISSUANCE OF SHARES:

(a) LEGAL COMPLIANCE: Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and
the issuance and delivery of such Shares shall comply with Applicable Laws and
shall be further subject to the approval of counsel for the Corporation with
respect to such compliance.

(b) INVESTMENT REPRESENTATIONS: As a condition to the
exercise of an Option, the Corporation may require the person exercising such
Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Corporation, such a representation is required.

16. INABILITY TO OBTAIN AUTHORITY: The inability of the
Corporation to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Corporation's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, shall relieve the Corporation
of any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained.

17. RESERVATION OF SHARES: The Corporation, during the
term of this Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.

18. SHAREHOLDER APPROVAL: This Amended and Restated Plan
shall be subject to approval by the shareholders of the Corporation within
twelve (12) months after the date of the adoption of this Amendment. Such
shareholder approval shall be obtained in the manner and to the degree required
under Applicable Laws.

<PAGE> 1
EXHIBIT 10.6

WAGE CONTINUATION PLAN

Cal-Maine Foods, Inc, a Delaware corporation, (hereinafter referred to
as "the Corporation"), has established under the date of January 1, 1986, by
appropriate resolution of its Board of Directors, a Wage Continuation Plan,
(hereinafter referred to as "the Plan"), for the benefit of R. K. Looper and B.
J. Raines, (hereinafter collectively referred to as "the Participants" and
individually referred to as "the Participant.")

WHEREAS, the services of the Participants their experience and
knowledge of the affairs of the Corporation, and their reputation and contacts
in the agricultural community are extremely valuable to the Corporation; and

WHEREAS, each Participant not only devotes his full time to the
Corporation and is a key person to its success but also, as a professional
employee, has duties and responsibilities that constitute a unique and vital
role in the well-being of the business; and

WHEREAS, it is the desire of the Corporation to relieve the minds of
the Participants of the burdens and worries involved in the diminution of
income at the time of normal retirement in order that their minds may be free
to concentrate on their work for the Corporation; and

WHEREAS, the Corporation desires the Participants to remain in its
service and wishes to receive the benefit of their knowledge, experience,
reputation and contacts, and

WHEREAS, to retain the Participants' services, the Corporation is
willing to implement, in addition to their ordinary compensation, an incentive
compensation continuation plan;

NOW, THEREFORE, to accomplish the foregoing desires, the Corporation
hereby establishes the following Wage Continuation Plan:

ARTICLE I

EMPLOYEES COVERED BY THE PLAN

1.01 Employees covered by this Plan shall include R. K.
Looper and B. J. Raines.

1.02 An employee shall be deemed employed on a full-time
basis for the purposes of this

1
<PAGE> 2
Plan if he customarily works, or is expected to work, at least nine (9) months
in each year and at least thirty (30) hours in each week.

ARTICLE II

BENEFITS TO PARTICIPANTS

2.01 The Corporation agrees to pay to the Participants the
sum of Fifty Thousand Dollars ($50,000) per year, to be paid on a monthly basis
for up to a maximum of ten (10) years following the sixty-fifth (65th) birthday
of a Participant, or a portion of such ten (10) year period computed as
follows:

(a) For the purposes of this Plan, the period of time between
January 1, 1986, and the sixty-fifth (65th) birthday of each Participant is
designated "the Employment Period."

(b) For each ten percent (10%), or fraction thereof, of the
Employment Period during which a Participant is a full-time employee of the
Corporation, the Corporation agrees to pay the Participant one (1) full year of
deferred compensation in the amount of Fifty Thousand Dollars ($50,000) per
year, payable monthly.

(c) In the event of the death of a Participant prior to the time
the Participant has received all deferred compensation to which the Participant
is entitled under the terms of this Plan, the remaining amount due the
Participant, but unpaid at the time of his death, shall be paid to the
Participant's estate at the same rate and in the same manner as such sums would
have been paid to the Participant had he lived until all payments due hereunder
had been made.

ARTICLE III

FUNDING OF PLAN

3.01 The Corporation agrees that its obligation to pay the
Participants under the terms hereof shall, be funded by a combination of
purchase of insurance and payments from general working capital or other assets
of the Corporation.

3.02 The Corporation presently has contracts of insurance with John
Hancock Mutual Life Insurance Company on the lives of R. K. Looper and B. J.
Raines, each in the amount of Five Hundred Thousand Dollars ($500,000). It is
the intent of the parties that at such time as the Participants are entitled to
receive benefits under the terms of this Plan, cash values available under the
terms of the before described policies of insurance, or any

2
<PAGE> 3
other policies which may have replaced such policies, will be utilized to
partially fund such benefits.

ARTICLE IV

DISABILITY OF PARTICIPANTS

4.01 In the event a Participant shall become totally and
permanently disabled during the Employment Period and as a result of such
disability is unable to perform his duties as an employee of the Corporation,
the employee shall continue to accrue benefits hereunder for a maximum period
of twelve (12) months as if he were a full-time employee, whether such period
of disability is continuous or involves two (2) or more shorter periods.

ARTICLE V

PAYMENT OF BENEFITS

5.01 The Participants will achieve age sixty-five (65) on the
following dates:

R. K. Looper: November 14, 1991

B. J. Raines: October 16, 1997.

5.02 Without further notice or demand, the Corporation shall pay to
the Participants the benefits to which the Participants are entitled under the
terms hereof commencing on the date specified below for each Participant:

R. K. Looper: December 1, 1991

B. J. Raines: November 1, 1997

5.03 All payments made hereunder shall be subject to such
withholding as may be required to comply with the applicable federal or state
laws and regulations.

ARTICLE VI

TERMS OF EMPLOYMENT,

6.01 Nothing contained herein shall obligate, nor shall any term or
condition herein be construed to obligate, the Corporation to continue the
employment of either Participant for any specified period. The right is
expressly reserved to the Corporation to terminate the employment of the
Participants in accordance with the normal procedures as may be from time to
time established by the Corporation. In the event the employment of a
Participant is terminated, either by action of the Corporation or by the
resignation or other removal of the

3
<PAGE> 4
Participant, the Participant shall be entitled to receive, at the times and in
accordance with the terms hereinbefore set forth, such benefits hereunder as
may have been earned up to the time of such termination of employment.

ARTICLE VII

EFFECTIVE DATE

7.01 The effective date of this Plan is January 1, 1986.

ARTICLE VIII

NON-ASSIGNABILITY

8.01 This Plan and the rights, interests and benefits receivable
hereunder from the general assets of the Corporation shall not be assigned,
transferred, pledged, sold, conveyed or encumbered in any way by the
Participants and shall not be subject to execution, attachment or similar
process. Any attempted sale, conveyance, transfer, assignment, pledge or
encumbrance of this Plan or of such rights, interests and benefits, contrary to
the foregoing provisions, or the levy of any attachment of similar process
thereupon, shall be null and void and without effect.

ARTICLE IX

NAMED FIDUCIARY AND PLAN ADMINISTRATOR

9.01 The Chief Executive Officer of the Corporation is hereby
designated as the named fiduciary of this Plan, in accordance with ERISA, and
shall serve in such capacity until resignation or removal by the Board of
Directors and appointment of a successor by duly adopted resolution of the
Board of Directors.

9.02 The named fiduciary shall have the authority to control and
manage the operation and administration of this Plan. However, the named
fiduciary may allocate his responsibilities for the operation and
administration of this Plan, including the designation of persons who are not
named fiduciaries to carry out fiduciary responsibilities.

9.03 The named fiduciary is hereby designated as the plan
administrator of this Plan.

ARTICLE X

COMMUNICATION

10.01 A copy of this Plan shall be given to each Participant.

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<PAGE> 5
IN WITNESS WHEREOF, the Corporation has caused this Plan to be
executed in its corporate name and by its corporate officers thereunto duly
authorized as of the day and year first above written.

CAL-MAINE FOODS, INC.

BY:/s/ Fred Adams, Jr.
-------------------------
FRED ADAMS, JR.
CHIEF EXECUTIVE OFFICER

CONSENT OF DIRECTORS

The undersigned Directors of Cal-Maine Foods, Inc., a Delaware
corporation, being all of the members of the Executive Committee of said
corporation, acting by written consent in lieu of a special called meeting of
the Board of Directors of said corporation, pursuant to the provisions and
requirements of Section 141(f) of the General Corporation Law of the State of
Delaware, do hereby adopt the following resolution, to-wit:

BE IT RESOLVED that the Wage Continuation Plan, a copy of
which is annexed to this resolution, and which becomes part
hereof, shall be and the same is hereby adopted.

BE IT FURTHER RESOLVED that the proper and necessary officers
of the corporation be and they are hereby authorized,
empowered and directed to do and perform any and all acts and
deeds necessary to enact and carry out the Plan on behalf of
the corporation.

BE IT FURTHER RESOLVED that in carrying out their direction
hereunder, the officers of the corporation shall be and are
hereby directed to conform to the applicable retirement
requirements of the Internal Revenue Code as such may be
amended from time to time.

BE IT FURTHER RESOLVED that the corporation will indemnify and
hold harmless any employee or director of the corporation who
serves as a named fiduciary of the Plan and any other of its
employees and directors serving the Plan, in a fiduciary
capacity from any and all claims and liabilities, including
the cost of defending such claims or liabilities arising out
of the performance of his fiduciary duties to the maximum
extent permitted by law and may keep and maintain liability
insurance in force for the protection of such fiduciaries and
the Plan, which insurance shall include a waiver by the
insurer of its subrogation rights with respect to claims
against fiduciaries.

IN WITNESS WHEREOF, the undersigned have executed this consent
and adopted the above and foregoing resolution on this the 2nd day of May,
1986, with such Plan effective as of January 1, 1986.

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<PAGE> 6

/s/ R. K. Looper
----------------------------
R. K. LOOPER

/s/ B. J. Raines
----------------------------
B. J. RAINES

The undersigned, acting individually in his capacity as the
majority shareholder of Cal-Maine Foods, Inc., a Delaware corporation, does
hereby specifically consent to and approve the adoption of the above resolution
and acknowledges that he has reviewed and approves the Wage Continuation Plan
which is the subject of such resolution.

/s/ Fred Adams, Jr.
----------------------------
FRED ADAMS, JR.
CHIEF EXECUTIVE OFFICER

<PAGE> 1
EXHIBIT 10.7

WAGE CONTINUATION PLAN

Cal-Maine Foods, Inc., a Delaware corporation, (hereinafter referred
to as "the Corporation"), has established under the date of July 1, 1986, by
appropriate resolution of its Board of Directors, a Wage Continuation Plan,
(hereinafter referred to as "the Plan"), for the benefit of Jack Self,
(hereinafter referred to as "the Participant").

WHEREAS, the services of the Participant, his experience and knowledge
of feed production, and his reputation and contacts in the agricultural
community are extremely valuable to the Corporation; and

WHEREAS, he not only devotes his full time to the Corporation and is a
key person to its success but also, as a professional employee, has duties and
responsibilities that constitute a unique and vital role in the well-being of
the business; and

WHEREAS, it is the desire of the Corporation to relieve the mind of
the Participant of the burdens and worries involved in the diminution of income
at the time of normal retirement in order that his mind may be free to
concentrate on his work for the Corporation; and

WHEREAS, the Corporation desires the Participant to remain in its
service and wishes to receive the benefit of his knowledge, experience,
reputation and contacts, and

WHEREAS, to retain the Participant's services, the Corporation is
willing to implement, in addition to their ordinary compensation, an incentive
compensation continuation plan;

NOW, THEREFORE, to accomplish the foregoing desires, the Corporation
hereby establishes the following Wage Continuation Plan:

1
<PAGE> 2
ARTICLE I

EMPLOYEES COVERED BY THE PLAN

1.01 Employees covered by this Plan shall include Jack Self.

1.02 An employee shall be deemed employed on a full-time basis for
the purposes of this Plan if he customarily works, or is expected to work, at
least nine (9) months in each year and at least thirty (30) hours in each week.

ARTICLE II

BENEFITS TO PARTICIPANT

2.01 The Corporation agrees to pay to the participant the sum of
Twenty Thousand Dollars ($20,000) per year, to be paid on a monthly basis for
up to a maximum of ten (10) years following the sixty-fifth (65th) birthday of
a Participant, or a portion of such ten (10) year period computed as follows:

(a) For the purposes of this Plan, the period of time between July
1, 1986, and sixty-fifth (65th) birthday of the Participant is designated "the
Employment Period."

(b) For each ten percent (10%), or fraction thereof, of the
Employment Period during which a Participant is a fulltime employee of the
Corporation, the Corporation agrees to pay the Participant one (1) full year of
deferred compensation in the amount of Twenty-Thousand Dollars ($20,000) per
year, payable monthly.

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<PAGE> 3
paid to the Participant's estate at the same rate and in the same manner as
such sums would have been paid to the participant had he lived until all
payments due hereunder had been made.

ARTICLE III

FUNDING OF PLAN

3.01 The Corporation agrees that its obligation to pay the
Participant under the terms hereof shall be funded by a combination of purchase
of insurance and payments from general working capital or other assets of the
Corporation.

3.02 The Corporation presently has a contract of insurance with
John Hancock Mutual Life Insurance Company on the life of Jack Self, in the
amount of Two Hundred Thousand Dollars ($200,000). It is the intent of the
parties that at such time as the Participant is entitled to receive benefits
under the terms of this Plan, cash values available under the terms of the
before described policy of insurance, or any other policy or policies which may
have replaced such policy, will be utilized to partially fund such benefits.

ARTICLE IV

DISABILITY OF PARTICIPANT

4.01 In the event a Participant shall become totally and
permanently disabled during the Employment Period and as a result of such
disability is unable to perform his duties as an employee of the Corporation,
the employee shall continue to accrue benefits hereunder for a maximum period
of twelve (12) months as if he were a full-time employee whether such period of
disability is continuous or involves two (2) or more shorter periods.

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<PAGE> 4
ARTICLE V

PAYMENT OF BENEFITS

5.01 The Participant will achieve age sixty-five (65) on the
following date:

Jack Self: August 23, 1994

5.02 Without further notice or demand, the Corporation shall pay to
the Participant the benefits to which the Participant is entitled under the
terms hereof commencing on the date specified below for the Participant:

Jack Self: September 1, 1994

5.03 All payments made hereunder shall be subject to such with
holding as may be required to comply with the applicable federal or state laws
and regulations.

ARTICLE VI

TERMS OF EMPLOYMENT

6.01 Nothing contained herein shall obligate, nor shall any term or
condition herein be construed to obligate, the Corporation to continue the
employment of the Participant for any specified period. The right is expressly
reserved to the Corporation to terminate the employment of the Participant in
accordance with the normal procedures as may be from time to time established
by the Corporation. In the event the employment of the Participant is
terminated, either by action of the Corporation or by the resignation or other
removal of the Participant, the Participant shall be entitled to receive, at
the times and in accordance with the terms hereinbefore set forth, such
benefits hereunder as may have been earned up to the time of such termination
of employment.

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<PAGE> 5
ARTICLE VII

EFFECTIVE DATE

7.01 The effective date of this Plan is July 1, 1986.

ARTICLE VIII

NON-ASSIGNABILITY

8.01 This Plan and the rights, interests and benefits receivable
hereunder from the general assets of the Corporation shall not be assigned,
transferred, pledged, sold, conveyed or encumbered in any way by the
Participant and shall not be subject to execution, attachment or similar
process. Any attempted sale, conveyance, transfer, assignment, pledge or
encumbrance of this Plan or of such rights, interests and benefits, contrary to
the foregoing provisions or the levy of any attachment of similar process
thereupon, shall be null and void and without effect.

ARTICLE IX

NAMED FIDUCIARY AND PLAN ADMINISTRATOR

5
<PAGE> 6
9.03 The named fiduciary is hereby designated as the plan
administrator of this Plan.

ARTICLE X

COMMUNICATION

10.01 A copy of this Plan shall be given to each Participant.

IN WITNESS WHEREOF, the Corporation has caused this Plan to be
executed in its corporate name and by its corporate officers thereunto duly
authorized as of the day and year first above written.

CAL-MAINE FOODS, INC.

By:
----------------------------
Fred Adams, Jr.
Chief Executive Officer

CONSENT OF DIRECTORS

BE IT RESOLVED that the Wage Continuation Plan for Jack
Self, a copy of which is annexed to this resolution, and
which becomes part hereof, shall be and the same is hereby
adopted.

6
<PAGE> 7
BE IT FURTHER RESOLVED that the proper and necessary
officers of the corporation be and they are hereby
authorized, empowered and directed to do and perform any and
all acts and deeds necessary to enact and carry out the Plan
on behalf of the corporation.

BE IT FURTHER RESOLVED that the corporation will indemnify
and hold harmless any employee or director of the
corporation who serves as a named fiduciary of the Plan and
any other of its employees and directors serving the Plan in
a fiduciary capacity from any and all claims and
liabilities, including the cost of defending such claims or
liabilities, arising out of the performance of his fiduciary
duties to the maximum extent permitted by law and may keep
and maintain liability insurance in force for the protection
of such fiduciaries and the Plan, which insurance shall
include a waiver by the insurer of its subrogation rights
with respect to claims against fiduciaries.

IN WITNESS WHEREOF, the undersigned have executed this consent and
adopted the above and foregoing resolution on this the ___ day of
__________________, 1986, with such Plan effective as of July 1, 1986.

------------------------------------
R. K. LOOPER

-------------------------------------
B. J. RAINES

The undersigned, acting individually in his capacity as the majority
shareholder of Cal-Maine Foods, Inc., a Delaware corporation, does hereby
specifically consent to and

7
<PAGE> 8
approve the adoption of the above resolution and acknowledges that he has
reviewed and approves the Wage Continuation Plan which is the subject of such
resolution.

------------------------------------
FRED ADAMS, JR.
CHIEF EXECUTIVE OFFICER

8
<PAGE> 9
[CAL-MAINE FOODS, INC. LETTERHEAD]

FRED ADAMS, JR.
Chief Executive Officer

Mr. Jack Self
Cal-Maine Foods, Inc.
P. O. Box 2960
Jackson, Mississippi 39207

Re: Amendment to Wage Continuation Plan of July 1, 1986

Dear Jack:

This letter will serve to amend the Wage Continuation Plan of July 1, 1986,
between you and Cal-Maine Foods, Inc.

It is agreed that you will continue employment beyond your 65th birthday. It
is further agreed that Cal-Maine will not begin making the $20,000 per year
wage continutation payments, as set out in the Wage Continuation Plan, until
the date of your retirement.

During your additional period of employment, you will earn one additional year
of wage continuation credit for each additional year of employment. Each
additional year will be added to the ten (10) years you have earned as of
August 31, 1994.

Payments made under this amendment shall be paid in monthly installments
totalling $20,000 per year and shall continue to you or your estate until all
payments due have been paid in full.

Sincerly,

/s/ FRED ADAMS, JR.
Fred Adams

FA:dlm

- --------------------------------------------------------------------------------
ACCEPTED, THIS THE 2 DAY
OF SEPT., 1994

/s/ JACK SELF
-------------------------
Jack Self

<PAGE> 1
EXHIBIT 10.8

WAGE CONTINUATION PLAN

Cal-Maine Foods, Inc., a Delaware corporation, (hereinafter
referred to as "the Corporation"), has established under the date of April 15,
1988, by appropriate resolution of its Board of Directors, a Wage Continuation
Plan, (hereinafter referred to as "the Plan"), for the benefit of Joe Wyatt,
(hereinafter referred to as "the Participant").

WHEREAS, the services of the Participant, his experience and
knowledge of feed production, and his reputation and contacts in the
agricultural community are extremely valuable to the Corporation; and

WHEREAS, he not only devotes his full time to the Corporation
and is a key person to its success but also, as a professional employee, has
duties and responsibilities that constitute a unique and vital role in the
well-being of the business; and

WHEREAS, it is the desire of the Corporation to relieve the
mind of the Participant of the burdens and worries involved in the diminution
of income at the time of normal retirement in order that his mind may be free
to concentrate on his work for the Corporation; and

WHEREAS, the Corporation desires the Participant to remain in
its service and wishes to receive the benefit of his knowledge, experience,
reputation and contacts, and

WHEREAS, to retain the Participant's services, the Corporation
is willing to implement, in addition to their ordinary compensation, an
incentive compensation continuation plan;

NOW, THEREFORE, to accomplish the foregoing desires, the
Corporation hereby establishes the following Wage Continuation Plan:

1
<PAGE> 2
ARTICLE I

EMPLOYEES COVERED BY THE PLAN

1.01 Employees covered by this Plan shall include Joe
Wyatt.

1.02 An employee shall be deemed employed on a full-time
basis for the purposes of this Plan if he customarily works, or is expected to
work, at least nine (9) months in each year and at least thirty (30) hours in
each week.

ARTICLE II

BENEFITS TO PARTICIPANT

2.01 The Corporation agrees to pay to the participant the
sum of Twenty Thousand Dollars ($20,000) per year, to be paid on a monthly
basis for up to a maximum of ten (10) years following the sixty-fifth (65th)
birthday of a Participant, or a portion of such ten (10) year period computed
as follows:

(a) For the purposes of this Plan, the period of time
between April 15, 1988, and sixty-fifth (65th) birthday of the Participant is
designated "the Employment Period."

(b) For each ten percent (10%), or fraction thereof, of
the Employment Period during which a Participant is a fulltime employee of the
Corporation, the Corporation agrees to pay the Participant one (1) full year of
deferred compensation in the amount of Twenty-Thousand Dollars ($20,000) per
year, payable monthly.

2
<PAGE> 3
paid to the Participant's estate at the same rate and in the same manner as
such sums would have been paid to the participant had he lived until all
payments due hereunder had been made.

ARTICLE III

FUNDING OF PLAN

3.02 The Corporation presently has a contract of insurance
with John Hancock Mutual Life Insurance Company on the life of Joe Wyatt, in
the amount of Two Hundred Thousand Dollars ($200,000). It is the intent of the
parties that at such time as the Participant is entitled to receive benefits
under the terms of this Plan, cash values available under the terms of the
before described policy of insurance, or any other policy or policies which may
have replaced such policy, will be utilized to partially fund such benefits.

ARTICLE IV

DISABILITY OF PARTICIPANT

4.01 In the event a Participant shall become totally and
permanently disabled during the Employment Period and as a result of such
disability is unable to perform his duties as an employee of the Corporation,
the employee shall continue to accrue benefits hereunder for a maximum period
of twelve (12) months as if he were a full-time employee whether such period of
disability is continuous or involves two (2) or more shorter periods.

3
<PAGE> 4
ARTICLE V

PAYMENT OF BENEFITS

5.01 The Participant will achieve age sixty-five (65) on
the following date:

Joe Wyatt: August 4, 2004

5.02 Without further notice or demand, the Corporation
shall pay to the Participant the benefits to which the Participant is entitled
under the terms hereof commencing on the date specified below for the
Participant:

Joe Wyatt: September 1, 2004

5.03 All payments made hereunder shall be subject to such
with holding as may be required to comply with the applicable federal or state
laws and regulations.

ARTICLE VI

TERMS OF EMPLOYMENT

6.01 Nothing contained herein shall obligate, nor shall
any term or condition herein be construed to obligate, the Corporation to
continue the employment of the Participant for any specified period. The right
is expressly reserved to the Corporation to terminate the employment of the
Participant in accordance with the normal procedures as may be from time to
time established by the Corporation. In the event the employment of the
Participant is terminated, either by action of the Corporation or by the
resignation or other removal of the Participant, the Participant shall be
entitled to receive, at the times and in accordance with the terms hereinbefore
set forth, such benefits hereunder as may have been earned up to the time of
such termination of employment.

4
<PAGE> 5
ARTICLE VII

EFFECTIVE DATE

7.01 The effective date of this Plan is April 15, 1988.

ARTICLE VIII

NON-ASSIGNABILITY

8.01 This Plan and the rights, interests and benefits
receivable hereunder from the general assets of the Corporation shall not be
assigned, transferred, pledged, sold, conveyed or encumbered in any way by the
Participant and shall not be subject to execution, attachment or similar
process. Any attempted sale, conveyance, transfer, assignment, pledge or
encumbrance of this Plan or of such rights, interests and benefits, contrary to
the foregoing provisions or the levy of any attachment of similar process
thereupon, shall be null and void and without effect.

ARTICLE IX

NAMED FIDUCIARY AND PLAN ADMINISTRATOR

9.01 The Chief Executive Officer of the Corporation is
hereby designated as the named fiduciary of this Plan, in accordance with
ERISA, and shall serve in such capacity until resignation or removal by the
Board of Directors and appointment of a successor by duly adopted resolution of
the Board of Directors.

9.02 The named fiduciary shall have the authority to
control and manage the operation and administration of this Plan. However, the
named fiduciary may allocate his responsibilities for the operation and
administration of this Plan, including the designation of persons who are not
named fiduciaries to carry out fiduciary responsibilities.

5
<PAGE> 6
9.03 The named fiduciary is hereby designated as the plan
administrator of this Plan.

ARTICLE X

COMMUNICATION

10.01 A copy of this Plan shall be given to each Participant.

IN WITNESS WHEREOF, the Corporation has caused this Plan to be
executed in its corporate name and by its corporate officers thereunto duly
authorized as of the day and year first above written.

CAL-MAINE FOODS, INC.

By:
-------------------------
Fred Adams, Jr.
Chief Executive Officer

CONSENT OF DIRECTORS

BE IT RESOLVED that the Wage Continuation Plan for Joe Wyatt,
a copy of which is annexed to this resolution, and which
becomes part hereof,

6
<PAGE> 7
shall be and the same is hereby adopted.

BE IT FURTHER RESOLVED that the corporation will indemnify and
hold harmless any employee or director of the corporation who
serves as a named fiduciary of the Plan and any other of its
employees and directors serving the Plan in a fiduciary
capacity from any and all claims and liabilities, including
the cost of defending such claims or liabilities, arising out
of the performance of his fiduciary duties to the maximum
extent permitted by law and may keep and maintain liability
insurance in force for the protection of such fiduciaries and
the Plan, which insurance shall include a waiver by the
insurer of its subrogation rights with respect to claims
against fiduciaries.

IN WITNESS WHEREOF, the undersigned have executed this consent
and adopted the above and foregoing resolution on this the ________ day of
__________________, 1988, with such Plan effective as of April 15, 1988.

------------------------------------
R. K. LOOPER

------------------------------------
B. J. RAINES

The undersigned, acting individually in his capacity as the
majority shareholder of

7
<PAGE> 8
Cal-Maine Foods, Inc., a Delaware corporation, does hereby specifically consent
to and approve the adoption of the above resolution and acknowledges that he
has reviewed and approves the Wage Continuation Plan which is the subject of
such resolution.

--------------------------------
FRED ADAMS, JR.
CHIEF EXECUTIVE OFFICER

<PAGE> 1
EXHIBIT 10.9

REDEMPTION AGREEMENT

WHEREAS, as a result of the bankruptcy of Eaglespeed Oil &
Lube, Inc., a New Jersey corporation ("EAGLESPEED"), Fred R. Adams, Jr.
("ADAMS") has been called upon to discharge his guaranty of the indebtedness of
Eaglespeed to National Westminster Bank NJ ("BANK"); and

WHEREAS, Adams and Boyce F. Overstreet ("OVERSTREET"), in
order to discharge their guaranty obligations to the Bank, have executed and
delivered to the Bank their Renewal Term Loan Promissory Note in the principal
amount of $720,064.41 (the "LOAN"); and

WHEREAS, in connection with the Loan, Adams is required to
pledge as collateral for the Loan due the Bank by Adams and Overstreet certain
shares of Cal-Maine Foods, Inc. ("CAL-MAINE"), a Delaware corporation, owned
personally by Adams, and Bank is requiring a procedure whereby Bank will be
assured of a purchaser of such stock in the event Adams and other guarantors of
Eaglespeed default in the payment of their Loan due the Bank.

NOW, THEREFORE, Cal-Maine and Adams, intending to be legally
bound hereby, agree as follows:

1. Cal-Maine acknowledges and consents to the pledge by
Adams of 162 shares of the common stock (par value $1.00) of Cal-Maine to Bank
which stock shall serve as collateral to secure the payment of the indebtedness
owing to the Bank on the Loan.

2. Cal-Maine agrees that in the event of default as
defined in paragraph 10 of the Loan Agreement dated March 4, 1994 by and among
Bank, Overstreet and Adams and all collateral loan documents executed
thereunder, including but not limited to the Renewal Term Loan Promissory Note
("Loan Documents") in the payment to Bank of the Loan, Cal-Maine or its
designee agrees to purchase from Adams the shares of common stock of Cal-Maine
which, at the time of such default, are pledged by Adams to Bank.

3. The purchase price to be paid by Cal-Maine to Adams
pursuant to paragraph 2 aforesaid, shall be the per share book value of such
stock computed by dividing (A) the issued and outstanding shares of Cal-Maine
common stock less shares held in the treasury of Cal-Maine into (B) the net
stockholders' equity computed in accordance with generally accepted accounting
principles, consistently applied, as of the last day of the immediately
preceding fiscal year of Cal-Maine as reflected in the audited financial
statements of Cal-Maine prepared in the ordinary course of Cal-Maine's
business. In this connection, Cal-

1
<PAGE> 2
Maine agrees to provide to the Bank annually no later than one-hundred twenty
(120) days after the close of each of its fiscal years, a copy of its financial
statements audited and certified by a certified public accountant and including
but not limited to a balance sheet, statement of income and statement of cash
flows for the year then ended.

4. Cal-Maine's obligation to purchase the stock, as
herein set forth, shall be contingent upon Bank notifying Adams and -Cal-Maine
in writing of default under the terms of the Loan as evidenced by the Loan
Documents including but not limited to the Renewal Term Loan Promissory Note in
favor of Bank in the original principal amount of $720,064.41 and dated the 4th
day of March, 1994, a copy of which shall have been sent to Cal-Maine by Bank,
or as evidenced by the Extended Renewal Term Loan Promissory Note if the term
of the Loan is extended on March 4, 1997 by the Bank, a copy of which shall
have been sent to Cal-Maine by the Bank.

5. Upon compliance with paragraph 6 hereof, Cal-Maine
expressly consents to the assignment by Adams of this Agreement, and
Cal-Maine's obligation to purchase the shares of common stock of Cal-Maine
expressed herein, to Bank as has been requested by Bank.

6. The parties hereto recognize and confirm that, under
certain loan agreements or other financing transactions, Cal-Maine is
restricted in its ability to redeem or otherwise acquire shares of its own
stock. Therefore, it is expressly understood and agreed that except as
provided in paragraph 7 below, under no circumstances shall Cal-Maine be
required to redeem, or otherwise acquire shares of its common stock under the
terms hereof in an amount exceeding $300,000 in any one fiscal year of
Cal-Maine and to the extent otherwise permitted under the laws of the State of
Delaware. Any assignee of this Agreement, or the benefits resulting haywire,
shall, as a condition of such assignment, expressly agree to the limitation on
Cal-Maine's obligation to redeem as set forth in this paragraph 6.

7. During the term of the Loan due the Bank by Adams,
Cal-Maine agrees that if any shares of Cal-Maine common stock owned by Adams
are sold by Adams other than to members of the Adams family (as "family" is
defined in Section 447 of the Internal Revenue Code)in an amount in excess of
Five Hundred Thousand ($500,000.00) Dollars in any fiscal year of Cal-Maine
(excluding any sales the proceeds of which are used by Adams to make payments
to Bank), Cal-Maine shall, upon written request by the Bank, redeem from Bank
the percentage of the Collateral held by the Bank computed by multiplying the
number of shares held by the Bank by a fraction, the numerator of which is the
number of shares then sold, transferred, redeemed or otherwise disposed of by
Adams, and the denominator of which is the total number of shares of Cal-Maine
common stock owned by Adams immediately prior to such sale.

2
<PAGE> 3
8. Nothing contained herein shall be construed or
interpreted in any manner as constituting a guaranty by Cal-Maine of the
obligations of Overstreet or Adams which underlie the pledge of the stock of
Cal-Maine by Adams as hereinbefore described and nothing herein contained shall
be in any manner construed as agreement by Cal-Maine to pay such indebtedness
or any costs relating thereto, it being expressly agreed that the sole
obligation of Cal-Maine pursuant to this Agreement shall be to redeem the
shares of its common stock pledged by Adams to Bank under the terms and
conditions expressly set forth herein.

9. Notice to Adams shall be sent to:

Fred R. Adams, Jr.
3320 W. Woodrow Wilson Avenue
Jackson, Mississippi 39209

Notice to Cal-Maine shall be sent to:

Cal-Maine Foods, Inc.
Attn: -B. J. Raines, Vice President
3320 W. Woodrow Wilson Avenue
Jackson, Mississippi 39209

With a copy to:

James Neeld III
Wells, Moore, Simmons & Neeld
1300 Deposit Guaranty Plaza
210 East Capital Street
Jackson, Mississippi 39215

10. In the event that, during the term of the Loan and
until the Loan is paid in full, any share dividend, recapitalization,
reclassification, readjustment, issuance and/or sale of additional classes or
series of capital stock or securities, or other change is declared or made in
the capital structure of Cal-Maine, all new, substituted and additional shares,
or other securities, issued in Adams' name with respect to the Cal-Maine shares
pledged by Adams to the Bank by reason of any such change, shall be delivered
by Cal-Maine directly to the Bank under the terms of the Stock
Pledge/Hypothecation and Security Agreement between Adams and the Bank, in the
same manner as the Cal-Maine shares originally pledged thereunder by Adams.
The parties agree that this paragraph is intended to prevent the dilution of
the shares of Cal-Maine pledged by Adams to the Bank. In the event of an
occurrence as provided herein, Adams shall be permitted to make an additional
written

3
<PAGE> 4
request (in addition to the written request set forth in paragraph 4(c)(ii) of
the Pledge/Hypothecation and Security Agreement (the "Pledge Agreement")
between Adams and the Bank for the re-assignment and re-transfer ff necessary
of the number of whole shares (but not fractional shares) of the Collateral
representing the value of the Collateral exceeding one hundred twenty (120%)
percent of the obligations then due the Bank as provided in paragraphs
4(c)(i)(ii) and (iii) of the Pledge Agreement.

11. This Redemption Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their heirs, "executors,
administrators, successors and assigns.

IN WITNESS WHEREOF, Adams and Cal-Maine have executed this
Agreement effective as of the 7th day of March, 1994.

/s/ Fred R. Adams, Jr.
- ----------------------- ---------------------------------------
Witness Fred R. Adams, Jr.

CAL-MAINE FOODS, INC.

By:/s/ Fred R. Adams, Jr.
---------------------------------------------
Fred R. Adams, Jr., Chief Executive Officer

(Corporate Seal)

Attest:

/s/ Charles F. Collins
----------------------------------------
Charles F. Collins, Assistant Secretary

<PAGE> 1
EXHIBIT 11

Statement Regarding Computation of Earnings Per Share
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Year Ended 13 Weeks End
--------------------------------------------- -----------------------
May 28, 1994 June 3, 1995 June 1, 1996 Sept. 2, Aug. 31,
1995 1996
<S> <C> <C> <C> <C> <C>
Net income (loss) $ 224 ($ 8,685) $10,925 ($ 1,635) $ 1,097
======= ========= ======= ========= =======

Weighted average common 11,760 11,700 11,584 11,647 10,309
shares outstanding*

Weighted average Class --- --- --- --- 1,200
A common shares
outstanding*

Options vested** --- --- --- --- ---
------- -------- -------- -------- --------
11,760 11,700 11,584 11,647 11,509
======= ======== ======== ======== ========

Net income (loss) per
common stock $.02 ($.74) $.94 ($.14) $.10
</TABLE>

* Reflects 1,200 for one stock split.
** Effects of vested options outstanding are less than 3% of earnings per
share.

<PAGE> 1
EXHIBIT 21

SUBSIDIARIES OF CAL-MAINE FOODS, INC.

<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING STOCK
PLACE OF OR OWNERSHIP
INCORPORATION INTEREST HELD
NAME OF SUBSIDIARY OR ORGANIZATION BY REGISTRANT
------------------ --------------- -------------
<S> <C> <C>
Cal-Maine Eggs Products, Inc. Delaware 100%

Cal-Maine Farms, Inc. Delaware 100%

Sunbelt Freight, Inc. Mississippi 100%

Cal-Maine Partnership, Ltd. Texas (1)

CMF of Kansas, LLC Delaware (2)
</TABLE>

- ------------------------------

(1) Limited partnership in which Cal-Maine Foods, Inc. has a 1% General
Partner interest and Cal-Maine Farms, Inc. has a 99% Limited Partner
interest.

(2) Limited liability company of which Cal-Maine Foods, Inc. and Cal-Maine
Farms, Inc. are members and have 99% and 1% interests, respectively.

<PAGE> 1
EXHIBIT 24.2

ATTORNEYS' CONSENT

We consent to the reference to our name under the caption "Legal
Matters" in the Prospectus constituting part of this Registration Statement.

Freedman, Levy, Kroll & Simonds

Washington, D.C.
October 24, 1996

<PAGE> 1

EXHIBIT 24.3

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated July 22, 1996 (except Note 12, as to which the date
is October 3, 1996) in the Registration Statement (Form S-1 No. 333- ) and
the related Prospectus of Cal-Maine Foods, Inc. for the registration of
2,875,000 shares of its common stock and 250,000 shares of its Representative's
warrants.

Our audits also included the financial statement schedule of Cal-Maine
Foods, Inc. listed in Item 16(b). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

ERNST & YOUNG LLP

October 24, 1996

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> 12-MOS 3-MOS
<FISCAL-YEAR-END> JUN-01-1996 MAY-31-1997
<PERIOD-END> JUN-01-1996 AUG-31-1996
<CASH> 3,959 4,688
<SECURITIES> 0 0
<RECEIVABLES> 13,387 13,550
<ALLOWANCES> 31 109
<INVENTORY> 40,969 40,684
<CURRENT-ASSETS> 60,448 61,445
<PP&E> 140,137 141,758
<DEPRECIATION> 57,711 59,917
<TOTAL-ASSETS> 149,991 150,351
<CURRENT-LIABILITIES> 33,706 33,216
<BONDS> 59,169 58,490
0 0
0 0
<COMMON> 14 170
<OTHER-SE> 47,886 48,806
<TOTAL-LIABILITY-AND-EQUITY> 149,991 150,351
<SALES> 282,844 65,563
<TOTAL-REVENUES> 282,844 65,563
<CGS> 230,850 55,712
<TOTAL-COSTS> 230,850 55,712
<OTHER-EXPENSES> 190 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 5,487 1,116
<INCOME-PRETAX> 17,385 1,794
<INCOME-TAX> 6,460 697
<INCOME-CONTINUING> 10,925 1,097
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 10,925 1,097
<EPS-PRIMARY> 0.94 0.10
<EPS-DILUTED> 0.94 0.10

</TABLE>