SEABOARD CORP /DE/
MARKETING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>ex10-2.txt
<DESCRIPTION>MARKETING AGREEMENT
<TEXT>










                       MARKETING AGREEMENT



                          by and among



                      SEABOARD CORPORATION,



                      SEABOARD FARMS, INC.,



                        TRIUMPH FOODS LLC



             and, for certain limited purposes only,



                THE TF MEMBERS IDENTIFIED HEREIN



                  Dated as of February 2, 2004

<PAGE>






                        TABLE OF CONTENTS

                                                             Page

ARTICLE I       DEFINITIONS                                        1
 Section  1.01  Definitions                                        1
 Section  1.02  Other  Definitions                                 7
 Section  1.03  Construction                                       9
ARTICLE II      PURPOSE AND SCOPE OF ALLIANCE                      9
 Section  2.01  Purpose and  Scope                                 9
 Section  2.02  Other Arrangements; Non-Discrimination            10
ARTICLE III     REPRESENTATIONS AND WARRANTIES OF THE SEABOARD
                ENTITIES                                          10
 Section  3.01  Organization, Authority and Qualification         10
 Section  3.02  No  Conflicts                                     11
 Section  3.03  Governmental Consents and  Approvals              11
 Section  3.04  Litigation                                        11
 Section  3.05  Insurance                                         11
 Section  3.06  Financial  Statements                             11
 Section  3.07  Books and  Records                                12
 Section  3.08  Assets                                            12
 Section  3.09  Compliance with  Laws                             12
 Section  3.10  SBF Marks; Legacy  Systems                        12
 Section  3.11  Supply  Agreements                                13
 Section  3.12  Real  Property                                    13
 Section  3.13  Environmental, Health and Safety  Matters         13
 Section  3.14  Other Transactions                                14
 Section  3.15  Finder's  Fees                                    14
ARTICLE IV      REPRESENTATIONS AND WARRANTIES OF TF              14
 Section  4.01  Organization, Authority and Qualification         15
 Section  4.02  Equity Ownership  of  TF                          15
 Section  4.03  No  Conflicts                                     15
 Section  4.04  Governmental Consents and  Approvals              15
 Section  4.05  Litigation                                        15
 Section  4.06  Insurance                                         16
 Section  4.07  Books and  Records                                16
 Section  4.08  Assets                                            16
 Section  4.09  Compliance with  Laws                             16
 Section  4.10  Equity  Financing                                 16
 Section  4.11  Supply  Agreements                                17
 Section  4.12  Real  Property                                    17
 Section  4.13  Environmental, Health and Safety  Matters         17
 Section  4.14  Other Transactions                                18
 Section  4.15  Finder's  Fees                                    18
ARTICLE V       REPRESENTATIONS AND WARRANTIES OF THE TF MEMBERS  19
 Section  5.01  Organization, Authority and Qualification         19

<PAGE>

 Section  5.02  No  Conflicts                                     19
 Section  5.03  Governmental Consents and  Approvals              19
 Section  5.04  Litigation                                        19
 Section  5.05  Compliance with  Laws                             20
 Section  5.06  Other Transactions                                20
ARTICLE VI      MARKETING AND SALE OF PRODUCT                     20
 Section  6.01  Marketing and Sale Rights and  Obligations        20
 Section  6.02  Branding and  Labeling                            20
 Section  6.03  Marketing  Plan                                   21
ARTICLE VII     PRODUCTION AND TRANSFER                           21
 Section  7.01  Production; Transfer of  Product                  21
 Section  7.02  Product Quality  Standards                        21
ARTICLE VIII    FEES AND PAYMENT TERMS                            22
 Section  8.01  Base Marketing Fee; Start-Up  Fee                 22
 Section  8.02  Payment of  Fees                                  22
 Section  8.03  Invoicing;  Collections                           23
 Section  8.04  TF Product Customer Sales  Information            23
 Section  8.05  General Payment  Terms                            23
ARTICLE IX      TF PLANT CONSTRUCTION; MANAGEMENT AND OPERATION   24
 Section  9.01  TF Plant Construction;  Operation                 24
 Section  9.02  Scheduling; Transportation                        25
 Section  9.03  SBF  Services                                     26
 Section  9.04  Quality  Assurance                                26
 Section  9.05  Core Plant  Employees                             26
 Section  9.06  Legacy  Systems                                   26
 Section  9.07  Third Party Fees; Other  Fees                     27
 Section  9.08  Use of TF Plant  Facilities                       27
 Section  9.09  Executive  Changes                                28
ARTICLE X       HOG SUPPLY                                        28
 Section  10.01 Country of  Origin                                28
 Section  10.02 Standards and  Criteria                           28
ARTICLE XI      ADDITIONAL AGREEMENTS                             29
 Section  11.01 Exempted  Product                                 29
 Section  11.02 Operation of the TF  Plant                        29
 Section  11.03 Operation of the Guymon  Plant                    30
 Section  11.04 Confidential  Information                         31
 Section  11.05 Public Announcements                              32
 Section  11.06 Inspection and Access to Information;  Audit      32
 Section  11.07 HACCP Plan and Food  Safety                       33
 Section  11.08 Financial  Information                            33
 Section  11.09 Insurance;  Casualty                              34
 Section  11.10 Notice of  Developments                           35
 Section  11.11 Force  Majeure                                    35
 Section  11.12 Reports and Data  Sharing                         35
 Section  11.13 Financing  Commitment                             35
 Section  11.14 Party/TF Member Additional  Agreements            35

 <PAGE>  ii

 Section  11.15 Party Additional  Agreements                      35
 Section  11.16 Further  Assurances                               35
ARTICLE XII     DEFAULT; EVENTS OF DEFAULT                        36
 Section  12.01 TF Defaults and Events of  Default                36
 Section  12.02 SBF Defaults and Events of  Default               37
 Section  12.03 Cumulative  Remedies                              39
ARTICLE XIII    INDEMNIFICATION                                   39
 Section  13.01 Indemnification by the Seaboard  Entities         39
 Section  13.02 Indemnification  by  TF                           40
 Section  13.03 Indemnification  Procedures                       41
 Section  13.04 Punitive  Damages                                 42
ARTICLE XIV     TERMINATION, AMENDMENT AND WAIVER                 42
 Section  14.01 Termination                                       42
 Section  14.02 Effect of  Termination                            42
 Section  14.03 Perpetual  Term                                   43
ARTICLE XV      MISCELLANEOUS PROVISIONS                          43
 Section  15.01 Expenses                                          43
 Section  15.02 Notices                                           43
 Section  15.03 Binding Effect;  Assignment                       45
 Section  15.04 Severability                                      45
 Section  15.05 Entire Agreement; Amendment;  Waiver              45
 Section  15.06 No Third Party Beneficiaries; No  Relationship    46
 Section  15.07 Governing  Law                                    46
 Section  15.08 Survival of Representations and  Warranties       46
 Section  15.09 Dispute  Resolution                               46
 Section  15.10 Headings                                          48
 Section  15.11 Specific  Performance                             48
 Section  15.12 Counterparts                                      48

 <PAGE>  iii


 Exhibit A -- Form of Promissory Note

 Schedule 1.01(a) -- Employee Costs
 Schedule 1.01(b) -- TF Competitors
 Schedule 1.01(c) -- SBF Account
 Schedule 1.01(d) -- SBF Competitors
 Schedule 3.10(a) -- SBF Marks
 Schedule 3.10(b) -- Legacy Systems
 Schedule 3.11 -- SBF Supply Agreements
 Schedule 4.02 -- TF Members
 Schedule 4.04 -- TF Governmental Approvals
 Schedule 4.06 -- TF Insurance Standards
 Schedule 4.11 -- TF Supply Agreements
 Schedule 8.01 -- Start-Up Fees
 Schedule 9.01 -- Minimum Capability Requirements
 Schedule 9.02(a) -- Start-Up Scheduling
 Schedule 9.03 -- SBF Services
 Schedule 9.07(b) -- Third Party Fees
 Schedule 10.02 -- Hog Quality Standards
 Schedule 11.14 -- Additional Agreements of the Parties  and  TF Members
 Schedule 11.15 -- Additional Agreements of the Parties

 <PAGE>  iv



                       MARKETING AGREEMENT


      THIS  MARKETING AGREEMENT (this "Agreement"), dated  as  of
February  2, 2004, is made and entered into by and among SEABOARD
CORPORATION, a Delaware corporation ("Seaboard"), SEABOARD FARMS,
INC., an Oklahoma corporation ("SBF" and, together with Seaboard,
the  "Seaboard Entities"), TRIUMPH FOODS LLC, a Missouri  limited
liability company ("TF"), and, for purposes of Article V, Section
11.04  and Section 11.14 only, the TF MEMBERS (as defined  herein
and  identified on Schedule 4.02).  The Seaboard Entities, on the
one  hand,  and TF, on the other hand, are sometimes individually
referred to herein as a "Party" and together as the "Parties".

      WHEREAS, the Seaboard Entities are engaged in the  business
of producing and selling pork products;

     WHEREAS, TF intends to construct a new pork processing plant
in St.  Joseph, Missouri (the "TF Plant");

      WHEREAS,  the  Parties  desire to enter  into  a  strategic
alliance  (the "Alliance"), under which SBF will market and  sell
the pork products produced at the TF Plant;

      WHEREAS,  the Parties desire to make certain agreements  in
connection with the marketing and sale of pork products  produced
at the TF Plant;

     WHEREAS, the Parties desire to make certain representations,
warranties, covenants and other agreements in connection with the
Alliance; and

      WHEREAS, for certain limited purposes only, the TF  Members
have agreed to be parties to this Agreement.

      NOW,  THEREFORE, in consideration of the foregoing and  the
respective representations, warranties, covenants, agreements and
conditions hereinafter set forth, the Parties (and, for  purposes
of  Article  V,  Section 11.04 and Section  11.14  only,  the  TF
Members  on  a  several basis), intending  to  be  legally  bound
hereby, hereby agree as follows:


                            ARTICLE I
                           DEFINITIONS

     Section 1.01   Definitions.  The following terms, as used herein,
have the following meanings:

     "Affiliate"  of any specified Person means any other  Person
that  directly, or indirectly through one or more intermediaries,
Controls  or  is Controlled by, or is under common Control  with,
such specified Person.

<PAGE>  1

     "Affiliated  Plant" means a processing plant  that  produces
pork  products and is at least 25% owned or controlled by a Party
or an Affiliate thereof.

     "Anniversary Date" means an anniversary date of the Start-Up
Date,  and  references to a specific Anniversary Date (e.g.,  the
"5th   Anniversary  Date")  shall  refer  to  the   corresponding
anniversary of the Start-Up Date.

     "Business Day" means any day except Saturday, Sunday or  any
day  on  which  banks in Kansas City, Missouri  are  required  or
authorized by Law to be closed.

     "Code"  means  the United States Internal  Revenue  Code  of
1986.

     "Commencement  Date"  means the  date  on  which  commercial
processing of pork products commences at the TF Plant.  Such date
is  expected to be approximately 18 months after the Commencement
of Construction.

     "Commencement of Construction" means the date on  which  the
digging of the foundation for the TF Plant begins.

     "Confidentiality  Agreement" means the  Confidentiality  and
Non-Disclosure Agreement, dated May 29, 2003, by and between  SBF
and TF.

     "Control"   (including,   with  its  correlative   meanings,
"Controlled by" and "under common Control with") means, when used
with  respect  to  any specified Person, any  of  the  following:
(i)  ownership,  directly  or  indirectly  through  one  or  more
intermediaries,  by  such specified Person of  equity  securities
entitling  it to exercise in the aggregate more than 50%  of  the
voting power of the entity in question, or (ii) the possession by
such  specified  Person  of  the power,  directly  or  indirectly
through  one  or more intermediaries, (A) to elect a majority  of
the  board  of  directors (or equivalent governing body)  of  the
entity  in question, or (B) to direct the management and policies
of  the  entity  in  question, directly  or  indirectly,  whether
through  the  ownership  of  voting securities,  by  contract  or
otherwise.

     "Default Rate" means the floating rate of 90 day LIBOR  plus
500 basis points, compounded daily.

     "Employee  Costs" means the direct costs, fees and  expenses
incurred by the Seaboard Entities (calculated on an accrual basis
in  accordance with U.S. GAAP) as reasonably necessary to perform
the SBF Services and only as set forth on Schedule 1.01(a).

     "Environmental  Laws"  means the Resource  Conservation  and
Recovery   Act   of  1987,  42  U.S.C. Section  6901   et.   seq.,
the Comprehensive Environmental Response, Compensation and  Liability
Act  of  1980,  42  U.S.C. Section  9601 et.  seq.,  The  Federal
Water Pollution  Control  Act,  33 U.S.C. Section 6901  et.  seq.,
The  Clean Water  Act,  33  U.S.C. Section  1321  et.  seq.,  The
Clean  Air  Act, 42  U.S.C. Section 7401 et. seq., The Toxic
Substances Control  Act,  15 U.S.C. Section  2601  et. seq., in
each case, together  with  the  rules and  regulations promulgated
thereunder and as amended from

<PAGE>  2

time to  time,  and any so-called "Superfund" or "Superlien" Law,
and any  other local, state, foreign and federal Law relating to
the protection  of  the  environment, pollution  control  or
natural resources,  including  surface or ground  water,  drinking
water supply,  soil, surface or subsurface strata or medium, or
ambient air,   pollution  control,  product registration  and
Hazardous Materials.

     "Force  Majeure  Event" means any event  or  condition,  not
existing or reasonably foreseeable as of the date hereof and  not
reasonably within the control of a Party, which prevents in whole
or  in  any  material part the performance  by  a  Party  of  its
obligations  hereunder.  A "Force Majeure Event"  includes  labor
disputes,  delay  or  inability to  obtain  labor,  machinery  or
services  through such Party's usual sources and after reasonable
attempts  have  been  made,  equipment malfunction  or  breakdown
(assuming regular maintenance procedures are observed),  acts  of
God,  diseases (assuming good husbandry practices are  observed),
inability  to obtain or any delay in delivery of (in either  case
for  reasons  unrelated to cost) market hogs from  third  parties
(specifically  excluding any failure of a TF  Member  to  deliver
hogs  under any TF Supply Agreement to which such TF Member is  a
party), governmental restrictions and fire, flood, tornado, power
outage  or  other  casualty.  A "Force Majeure Event"  shall  not
include  any  event which makes performance under this  Agreement
merely    difficult,   costly,   unprofitable   or   commercially
unreasonable.

     "Governmental Entity" means any federal, state or  local  or
foreign  government,  any political subdivision  thereof  or  any
court,   administrative   or   regulatory   agency,   department,
instrumentality,   body  or  commission  or  other   governmental
authority or agency, domestic or foreign.

     "Governmental  Order"  means  any  order,  writ,   judgment,
injunction,  decree, stipulation, determination or award  entered
by or with any Governmental Entity.

     "Guymon   Plant"  means  SBF's  Plant  located  in   Guymon,
Oklahoma.

     "HACCP  Plan" means the plan with respect to meeting  Hazard
Analysis  and Critical Control Point requirements established  by
the U.S.  Department of Agriculture and any similar regulations.

     "Hazardous    Materials"   means   any   waste,   pollutant,
contaminant, hazardous substance, toxic, ignitable,  reactive  or
corrosive  substance, hazardous waste, special waste,  industrial
substance,  by-product, process-intermediate  product  or  waste,
petroleum  or  petroleum-derived  substance  or  waste,  chemical
liquids or solids, liquid or gaseous products, or any constituent
of  any such substance or waste, the use, handling or disposal of
which is in any way governed by or subject to any applicable Law.

     "Indemnified Party" means an SBF Indemnified Party or  a  TF
Indemnified Party, as applicable.

     "Indemnifying Party" means TF pursuant to Section 13.02  and
Seaboard or SBF pursuant to Section 13.01, as applicable.

<PAGE>  3

     "Interest Rate" means the floating rate of 90 day LIBOR plus
250 basis points, compounded daily.

     "Knowledge" means (i) with respect to the Seaboard Entities,
the  actual  knowledge of David Becker, Rod  K.  Brenneman,  Gary
Louis  or  Robert  Steer; (ii) with respect  to  TF,  the  actual
knowledge  of  Robert  Christensen,  Baxter  Gutknecht,  Rick  J.
Hoffman  or Dennis Krause; and (iii) with respect to a TF Member,
the actual knowledge of the chief executive officer and the chief
financial officer of such TF Member.

     "Laws"   means  all  statutes,  rules,  codes,  regulations,
restrictions, ordinances, orders, decrees, approvals, directives,
judgments, injunctions, writs, awards and decrees of,  or  issued
by, all Governmental Entities.

     "Liabilities"  means  any  and all  debts,  liabilities  and
obligations,  whether accrued or fixed, absolute  or  contingent,
matured  or  unmatured, or determined or determinable,  including
those  arising  under  any Law or Governmental  Order  and  those
arising under any contract, agreement, arrangement, commitment or
undertaking.

     "LIBOR"  means the London Interbank Offered Rate, as  quoted
in  The  Wall  Street  Journal (or, if  no  longer  published,  a
comparable financial publication) from time to time.

     "Loss"  or  "Losses" means any and all Liabilities,  losses,
damages,  claims,  actions, suits, proceedings,  costs,  expenses
(including   attorneys'  and  consultants'  fees  and  expenses),
interest, awards, judgments and penalties.

     "Monthly  TF Plant Percentage" means the percentage obtained
by  dividing  (i) the aggregate Product Revenue for only  the  TF
Plant  for  a given calendar month by (ii) the aggregate  Product
Revenue  for  both  the TF Plant and the Guymon  Plant  for  such
calendar month.

     "Person"  means  any  individual, corporation,  partnership,
joint  venture,  limited liability company, trust, unincorporated
organization or Governmental Entity.

     "Plant"  means a pork processing plant, including all  land,
buildings, machinery, natural resources, furniture, fixtures  and
all other equipment employed with respect to such pork processing
plant.

     "Potential Investment" shall have the meaning set  forth  in
Schedule 11.15.

     "Product  Price"  means the aggregate  gross  revenues  from
sales  of  a Qualifying Product from the TF Plant and the  Guymon
Plant,   on  an  FOB  Plant  basis  net  of  any  related   sales
commissions, marketing accruals, trade allowances and freight and
similar  charges (but including any other payments received  from
the  customer in lieu of, or in consideration for reductions  in,
the  prevailing  resale price), divided by the  total  number  of
pounds  of the Qualifying Product sold from the TF Plant and  the
Guymon Plant.

<PAGE>  4

     "Product  Revenue" means the Product Price for a  Qualifying
Product  multiplied  by  the  total  number  of  pounds  of   the
Qualifying Product sold from the TF Plant and the Guymon Plant.

     "Promissory Note" means the Promissory Note to be  delivered
by  SBF  on  the  Commencement Date  substantially  in  the  form
attached as Exhibit A.

     "Qualifying Product" means a specific product (identified by
a  specific  SKU) that is manufactured by either or both  the  TF
Plant  and/or  the Guymon Plant.  The total amount of  Qualifying
Products  shall equal the total pounds of all products, including
Transferred  Products  and  Non-Conforming  Products,   sold   or
transferred from the TF Plant and the Guymon Plant for any  given
time period.  For purposes of this Agreement, Qualifying Products
shall  be  identified by type, and Transferred Products and  Non-
Conforming  Products shall be identified as such.   All  products
with  identical  specifications  and  identical  costs  shall  be
identified by one SKU.

     "Reasonable  Good Faith Determination" means  a  good  faith
determination made by a Party, taking into account  the  purposes
of  this Agreement and the intentions of the Parties as expressed
and  contemplated  herein,  including  but  not  limited  to  the
purposes and intentions expressed in Section 2.01.

     "Receivable"  shall have the meaning set forth  in  Schedule
11.15.

     "SBF  Account" means account set forth on Schedule  1.01(c),
or  such  other account as SBF shall from time to time  hereafter
specify in writing to TF.

     "SBF Change of Control" means any of the following:  (i) the
sale,  transfer,  assignment or conveyance by SBF  of  all  or  a
substantial portion of the assets used by SBF in the operation of
the  Guymon  Plant to a Person or group (within  the  meaning  of
Section  13(d)(3) or 14(d)(2) of the Securities Exchange  Act  of
1934)  that  is not an Affiliate of SBF (other than in connection
with  any  financing for SBF or any Affiliate thereof); (ii)  any
merger, consolidation, share exchange, recapitalization, sale  or
other  transaction  in  which any Person  or  group  (within  the
meaning  of  Section  13(d)(3)  or  14(d)(2)  of  the  Securities
Exchange  Act  of 1934) that is not an Affiliate of SBF  acquires
Control  of  SBF;  or  (iii)  any  merger,  consolidation,  share
exchange,  recapitalization, sale  or  other  transaction,  as  a
result  of  which  any  Person that is a TF  Competitor  acquires
Control  of Seaboard; provided, however, that an "SBF  Change  of
Control" shall not include a public offering of securities  by  a
Seaboard Entity.

     "SBF  Competitor" means any Person (including  each  of  the
Persons  listed on Schedule 1.01(d)) that sells, on  a  wholesale
basis,  pork  products  that are competitive  with  a  Qualifying
Product, and the Affiliates of such Person.

<PAGE>  5

     "SBF  Leased  Real  Property"  means  the  parcels  of  real
property  used  in connection with the operation  of  the  Guymon
Plant of which SBF or an Affiliate of SBF is the lessee (together
with all fixtures and improvements thereon).

     "SBF  Material  Adverse  Effect" means  any  change,  event,
circumstance, development or effect on the Seaboard Entities that
is  or is reasonably likely to be materially adverse to the  pork
processing  business,  liquidity or financial  condition  of  the
Seaboard  Entities,  taken as a whole, and  which  is  reasonably
likely  to  materially adversely affect the ability of either  of
the Seaboard Entities to carry out its obligations under, and  to
consummate the transactions contemplated by, this Agreement.

     "SBF Owned Real Property" means the parcels of real property
used  in  connection with the operation of the  Guymon  Plant  of
which SBF or an Affiliate of SBF is the owner (together with  all
fixtures and improvements thereon).

     "SBF  Real  Property" means the SBF Owned Real Property  and
the SBF Leased Real Property.

     "SBF  Supply Agreements" means all contracts and  agreements
relating to the supply of market hogs to the Guymon Plant.

        "Start-Up  Date"  means  the  date  that  pork  producing
operations at the TF Plant begin to slaughter at least 1,500 head
per day.

     "Supply  Agreements" means the TF Supply Agreements  or  the
SBF Supply Agreements, as applicable.

     "TF  Change of Control" means any of the following:  (i) the
sale,  transfer, assignment or conveyance of all or a substantial
portion of the assets of TF used in the operation of the TF Plant
to  a Person or group (within the meaning of Section 13(d)(3)  or
14(d)(2) of the Securities Exchange Act of 1934) that is  not  an
Affiliate of TF (other than in connection with any financing  for
TF),   or   (ii)  any  merger,  consolidation,  share   exchange,
recapitalization, sale or other transaction in which  any  Person
or  group (within the meaning of Section 13(d)(3) or 14(d)(2)  of
the Securities Exchange Act of 1934) that is not an Affiliate  of
TF  acquires Control of TF; provided, however, that a "TF  Change
of  Control"  shall  not  include:   (a)  a  public  offering  of
securities by TF; (b) transfers of equity interests of  TF  among
the  TF  Members; (c) changes in voting power or equity interests
among  the  TF  Members in accordance with the terms  of  the  TF
Operating Agreement as in effect on the date hereof; (d) any sale
or  transfer  of equity interests or assets of an  individual  TF
Member,  provided that any such sale or transfer with respect  to
more  than one TF Member shall not indirectly constitute an event
described  in (i) or (ii) above; or (e) any issuance or  sale  of
equity  interests in TF to any other pork producer (which is  not
an  SBF Competitor) so long as no Person which is not a TF Member
as of the date hereof acquires Control of TF.

<PAGE>  6

     "TF  Competitor"  means any Person (including  each  of  the
Persons  listed on Schedule 1.01(b)) that sells, on  a  wholesale
basis,  pork  products  that are competitive  with  a  Qualifying
Product, and the Affiliates of such Person.

     "TF Leased Real Property" means the parcels of real property
used in connection with the operation of the TF Plant of which TF
or  an  Affiliate of TF is the lessee (together with all fixtures
and improvements thereon).

     "TF  Material  Adverse  Effect"  means  any  change,  event,
circumstance,  development  or  effect  on  TF  that  is  or   is
reasonably likely to be materially adverse to the pork processing
business,  liquidity or financial condition of TF  and  which  is
reasonably  likely to materially adversely affect the ability  of
TF  to  carry  out  its obligations under, or to  consummate  the
transactions contemplated by, this Agreement.

     "TF Member Material Adverse Effect" means any change, event,
circumstance,  development or effect on  a  TF  Member  which  is
reasonably  likely to materially adversely affect the ability  of
such  TF  Member  to  carry  out its  obligations  under,  or  to
consummate  the transactions contemplated by, this  Agreement  or
any TF Supply Agreement.

     "TF  Operating Agreement" means the Operating  Agreement  of
Triumph Foods LLC effective April 29, 2003.

     "TF  Owned Real Property" means the parcels of real property
used in connection with the operation of the TF Plant of which TF
or  an  Affiliate of TF is owner (together with all fixtures  and
improvements thereon).

     "TF  Plant  Products"  means products (whether  finished  or
unfinished) produced from the TF Plant.

     "TF  Real Property" means the TF Owned Real Property and the
TF Leased Real Property.

     "TF  Supply  Agreements" means all contracts and  agreements
relating to the supply of market hogs to the TF Plant.

     "Third  Party Offeror" shall have the meaning set  forth  in
Schedule 11.14.

     "U.S.   GAAP"   means   United  States  generally   accepted
accounting principles and practices in effect from time to  time,
applied consistently throughout the periods involved.

      "Week" means the period commencing on any given Sunday  and
ending on the next successive Saturday.

     Section 1.02   Other Definitions.  Each of the following terms is
defined in the Section set forth opposite such term:

<PAGE>  7

Term                                                   Section

Agreement                                              Preamble
Alliance                                               Recitals
Alternative Marketing Arrangement                      2.02(a)
Base Marketing Fee                                     8.01(a)
Confidential Information                               11.04(a)
Core Plant Employees                                   9.05
Credit Policies                                        8.03(b)
Current Base Marketing Fee                             8.01(a)
Disclosing Party                                       11.04(a)
Dispute Notice                                         15.09(a)
Equity Commitment Letter                               4.10
Financing Commitments                                  11.13
Force Majeure Period                                   11.11
Governmental Approvals                                 3.03
Independent Accounting Firm                            15.09(b)
Legacy Systems                                         3.10(b)
Legacy Systems Fee                                     9.06(a)
Non-Arbitral Dispute                                   15.09(d)
Non-Conforming Products                                7.02(c)
Party                                                  Preamble
TF                                                     Preamble
TF Covenant Default                                    12.01 (a)(iii)
TF Default                                             12.01 (a)
TF Event of Default                                    12.01 (b)
TF Indemnified Party                                   13.01 (a)
TF Members                                             4.02
TF Operations Default                                  12.0l (a)(i)
TF Payment Default                                     12.01 (a)(ii)
TF Plant                                               Recitals
TF Product Claims                                      8.05(c)(ii)
TF Product Customer Receivables                        8.04
TF Representation Default                              12.01(a)(iv)
Quality Standards                                      7.02(a)
Receiving Party                                        11.04(a)
Representatives                                        11.04(a)
SBF                                                    Preamble
SBF Covenant Default                                   12.02(a)(iii)
SBF Default                                            12.02(a)
SBF Event of Default                                   12.02(c)
SBF Indemnified Party                                  13.02(a)
SBF Managed Operations                                 9.03
SBFMarks                                               3.10(a)
SBF Operations Default                                 12.02(a)(i)
SBF Payment Default                                    12.02(a)(ii)

<PAGE>  8

SBF Products                                           8.05(c)(i)
SBF Quality Assurance Employees                        9.04
SBF Representation Default                             12.02(a)(iv)
SBF Services                                           9.03
SBF Transportation Employees                           9.02(b)
Scheduling Operations                                  9.02(a)
Seaboard                                               Preamble
Seaboard Entities                                      Preamble
Seaboard Financial Statements                          3.06(a)
Start-Up Fee                                           8.01(b)
STI                                                    9.02(b)
Third Party Claims                                     13.03
Transferred Product                                    7.01(b)
Unidentified Product                                   8.05(c)(iii)

     Section  1.03    Construction.  Unless the context  of  this
Agreement  otherwise  clearly requires,  (a)  references  to  the
plural  include  the  singular, and references  to  the  singular
include  the  plural, (b) references to any  gender  include  the
other   genders,   (c)  the  words  "include",   "includes"   and
"including" do not limit the preceding terms or words  and  shall
be  deemed to be followed by the words "without limitation",  (d)
the term "or" has the inclusive meaning represented by the phrase
"and/or", (e) the terms "hereof", "herein", "hereunder", "hereto"
and similar terms in this Agreement refer to this Agreement as  a
whole and not to any particular provision of this Agreement,  (f)
the  terms "day" and "days" mean and refer to calendar day(s) and
(g)  the  terms  "year" and "years" mean and  refer  to  calendar
year(s).  Unless otherwise set forth herein, references  in  this
Agreement to (i) any document, instrument or agreement (including
this  Agreement)  (A)  includes and  incorporates  all  exhibits,
schedules,  annexes and other attachments thereto,  (B)  includes
all  documents, instruments or agreements issued or  executed  in
replacement  thereof and (C) means such document,  instrument  or
agreement,  or  replacement or predecessor thereto,  as  amended,
modified or supplemented from time to time in accordance with its
terms and in effect at any given time, and (ii) a particular  Law
means  such  Law as amended, modified, supplemented or succeeded,
from  time to time and in effect at any given time.  All Article,
Section,  Exhibit and Schedule references herein are to Articles,
Sections,  Exhibits  and  Schedules  of  this  Agreement,  unless
otherwise specified.  This Agreement shall not be construed as if
prepared by one of the Parties, but rather according to its  fair
meaning as a whole, as if all Parties had prepared it.


                           ARTICLE II
                  PURPOSE AND SCOPE OF ALLIANCE

     Section 2.01   Purpose and Scope.  The Parties hereby agree that
TF shall produce pork products at the TF Plant and that SBF shall
purchase,  market  and  sell  such  products  pursuant  to   this
Agreement.  In addition, the Parties agree to work in good  faith
to achieve, through the Alliance, the following objectives:

          (a)  to generate cost savings in the construction and operation
of the TF Plant;

<PAGE>  9

          (b)  to facilitate the entry of TF Plant Products into the
marketplace;

          (c)  to achieve efficiencies through economies of scale in
selling, general and administrative costs;

          (d)  to achieve benefits in sales and marketing associated with
an increased presence in the marketplace resulting from marketing
the combined production from both Parties' Plants; and

          (e)  to ensure collaboration between the Parties for their mutual
benefit.

     Section 2.02   Other Arrangements; Non-Discrimination.

          (a)  In the event SBF enters into another marketing arrangement
(an  "Alternative Marketing Arrangement") with a Person  that  is
not  an  Affiliate of SBF, no product produced at a  Plant  other
than  the  Guymon  Plant  in  connection  with  such  Alternative
Marketing Arrangement shall be considered for purposes of  making
any   calculation  or  other  determination  pursuant   to   this
Agreement.

          (b)  From and after the Start-Up Date, except as otherwise
provided in this Agreement or as may be commercially appropriate,
SBF shall not discriminate in favor of its own products produced
at the Guymon Plant or an Affiliated Plant of SBF or in favor of
any products produced at a Plant other than the Guymon Plant in
connection with an Alternative Marketing Arrangement or
otherwise, in either case to the financial detriment of TF, with
respect to such matters as scheduling, marketing and sales
efforts, personnel incentives, pricing, order fulfillment,
branding, transportation, information services, cost allocations
or sales commissions, marketing accruals and trade allowances to
customers and third parties.

                           ARTICLE III
     REPRESENTATIONS AND WARRANTIES OF THE SEABOARD ENTITIES

     The Seaboard Entities hereby represent and warrant to TF, on
a  joint and several basis, each of the following as of the  date
hereof:

     Section  3.01    Organization, Authority and  Qualification.
Seaboard is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all
necessary  power and authority to enter into this  Agreement,  to
carry  out  its  obligations  hereunder  and  to  consummate  the
transactions  contemplated hereby.  SBF  is  a  corporation  duly
organized, validly existing and in good standing under  the  Laws
of  the  State  of  Oklahoma  and has  all  necessary  power  and
authority  to  enter  into  this  Agreement,  to  carry  out  its
obligations   hereunder  and  to  consummate   the   transactions
contemplated hereby.  The execution and delivery by the  Seaboard
Entities  of  this  Agreement, the performance  by  the  Seaboard
Entities  of  their  respective  obligations  hereunder  and  the
consummation   by  the  Seaboard  Entities  of  the  transactions
contemplated  hereby have been duly authorized by  all  requisite
action on the part of the Seaboard Entities.  This Agreement  has
been  duly  executed and delivered by the Seaboard  Entities  and
(assuming due authorization, execution and delivery by TF),  this

<PAGE>  10

Agreement constitutes the legal, valid and binding obligations of
the  Seaboard Entities, enforceable against the Seaboard Entities
in accordance with its terms.

     Section  3.02    No Conflicts.  The execution, delivery  and
performance by the Seaboard Entities of this Agreement do not and
will  not  (a) violate, conflict with or result in the breach  of
any  provision  of the organizational documents of  the  Seaboard
Entities;  (b)  conflict with or violate in any material  respect
any   Law  or  Governmental  Order  applicable  to  the  Seaboard
Entities;  or  (c) materially conflict with, or  result  in,  any
material breach of, constitute a material default (or event which
with the giving of notice or lapse of time or both would become a
material  default) under, require any material consent under,  or
give   to   others   any   rights  of   termination,   amendment,
acceleration,  suspension, revocation  or  cancellation  of,  any
note,  bond,  mortgage or indenture, contract, agreement,  lease,
sublease,  license,  permit, franchise  or  other  instrument  or
arrangement  to which a Seaboard Entity is a party,  which  would
result in an SBF Material Adverse Effect.

     Section  3.03    Governmental Consents and  Approvals.   The
execution and delivery of this Agreement by the Seaboard Entities
do  not,  and  the performance by the Seaboard Entities  of  this
Agreement shall not, require any consent, approval, authorization
or permit of, or filing with or notification to, any Governmental
Entity  ("Governmental Approvals"), except where the  failure  to
obtain  such Governmental Approvals would not result  in  an  SBF
Material Adverse Effect.

     Section 3.04   Litigation.  Except as publicly disclosed, there
is   no   suit,   action,  claim,  arbitration,   proceeding   or
investigation  pending or, to the knowledge  of  SBF,  threatened
against,  relating  to or involving any Seaboard  Entity  or  the
Guymon  Plant  before any Governmental Entity  that,  if  finally
determined  adversely  to  such Seaboard  Entity,  is  reasonably
likely,  individually or in the aggregate, to result  in  an  SBF
Material  Adverse  Effect.  Other than as reflected  or  reserved
against on the Seaboard Financial Statements, no Seaboard  Entity
is  subject to any judgment, decree, injunction, rule or order of
any  court  or  arbitration panel that is  reasonably  likely  to
result in an SBF Material Adverse Effect.

     Section 3.05   Insurance.  All material assets, properties and
risks of the Guymon Plant are covered by valid insurance policies
or  binders  of insurance (including general liability insurance,
property insurance and workers' compensation insurance) issued in
favor  of SBF, in each case with responsible insurance companies,
in such types and amounts and covering such risks with respect to
the  Guymon Plant as are at least as comprehensive as those  with
respect to the TF Plant set forth on Schedule 4.06.

     Section 3.06   Financial Statements.

          (a)  SBF has delivered to TF true and correct copies of (i) the
audited  consolidated balance sheet of Seaboard  for  the  fiscal
year  ended  December  31, 2002, along with the  related  audited
consolidated statements of income and cash flows and  accompanied
by  the  reports thereon of Seaboard's independent  auditors,  as
filed  with  the Securities and Exchange Commission on Seaboard's
Form 10-K/A for such fiscal year, (ii) the unaudited consolidated
balance sheet of Seaboard for the quarterly period ended June 28,
2003, along with the related unaudited consolidated statements of
income  and cash flows, as filed with the Securities and

<PAGE>  11

Exchange Commission on Seaboard's Form 10-Q for such quarterly period
((i) and  (ii)  collectively  referred  to  herein  as  the  "Seaboard
Financial   Statements"),  and  (iii)  the   internal   financial
statements of SBF for the quarterly period ended June  28,  2003,
prepared in the ordinary course of business.

          (b)  The Seaboard Financial Statements have been prepared in
accordance with U.S. GAAP applied on a basis consistent with the
past practices of Seaboard and present fairly in all material
respects the consolidated financial condition and results of
operations of Seaboard as of the dates thereof or for the periods
covered thereby.

     Section 3.07   Books and Records.  The books of account and other
financial  records of the Guymon Plant (a) reflect all  items  of
income and expense and all assets and Liabilities required to  be
reflected  therein  in accordance with U.S. GAAP,  applied  on  a
basis  consistent  with past practice, (b) are  in  all  material
respects complete and correct, and do not contain or reflect  any
material  inaccuracies  or discrepancies,  and  (iii)  have  been
maintained  in  accordance  with  good  business  and  accounting
practices.

     Section 3.08   Assets.  SBF owns, leases or has the legal right
to  use all the properties and assets used in connection with the
operation  of  the  Guymon Plant and, with  respect  to  contract
rights,  enjoys  the  right  to the benefits  of  all  contracts,
agreements and other arrangements used by SBF in connection  with
the   operation  of  the  Guymon  Plant.   SBF  has  caused  such
properties  and assets to be maintained in accordance  with  good
business practice, and all such properties and assets are in good
operating condition and repair (subject to normal wear and  tear)
and  suitable  for  the  purposes for which  they  are  used  and
intended.

     Section  3.09    Compliance with Laws.  Except  as  publicly
disclosed  or as would not be reasonably likely to  have  an  SBF
Material  Adverse  Effect,  (a)  each  Seaboard  Entity   is   in
compliance in all material respects with all Laws (including  the
U.S.  Foreign Corrupt Practices Act, applicable foreign Laws  and
applicable Laws relating to zoning, environmental matters and the
safety and health of employees), (b) neither Seaboard Entity  has
been  charged  with, nor has either received any  written  notice
that  it  is  under investigation with respect to,  and,  to  the
knowledge  of  SBF, neither is otherwise now under  investigation
with  respect  to,  a material violation of  any  such  Law,  (c)
neither  Seaboard Entity is a party to, or bound by,  any  order,
judgment,  decree, injunction, rule or award of any  Governmental
Entity,  and  (d) each Seaboard Entity has filed all reports  and
has  all  licenses  and permits required to  be  filed  with  any
Governmental Entity on or prior to the date hereof.

     Section 3.10   SBF Marks; Legacy Systems.

          (a)  The Seaboard Entities are the owners of the marks and logos
set  forth on Schedule 3.10(a) (the "SBF Marks") and are entitled
to  use  such SBF Marks in the operation of the Guymon  Plant  as
currently conducted and as currently contemplated.

          (b)  The Seaboard Entities are the owners of, and have full right
and authority.  to grant licenses with respect to, the management
information systems of SBF described in Schedule 3.10(b) (the
"Legacy Systems").  Upon the completion of installation of the
Legacy

<PAGE>  12

Systems at the TF Plant, the Legacy Systems will be
operable and will reasonably perform the functions that they were
designed to perform.

     Section 3.11   Supply Agreements.  Schedule 3.11 lists each SBF
Supply Agreement in effect as of the date hereof.  Each such  SBF
Supply Agreement is valid and binding on the parties thereto  and
is  in full force and effect.  SBF is not in material breach  of,
or material default under, any such SBF Supply Agreement, and, to
the  knowledge  of  SBF, no other party to any  such  SBF  Supply
Agreement  is  in  material breach thereof  or  material  default
thereunder.   SBF  has  not  received  any  written   notice   of
termination, cancellation, breach or default under any  such  SBF
Supply Agreement.

     Section 3.12   Real Property.

          (a)  SBF has (i) good and marketable title to each parcel of the
SBF  Owned  Real Property, except as would not interfere  in  any
material respect with the present or intended use or occupancy by
SBF  of  the SBF Owned Real Property, and (ii) a valid  leasehold
interest in the SBF Leased Real Property, and the leases granting
SBF such interests are in full force and effect.

          (b)  No portion of the SBF Real Property, or any building or
improvement located thereon, violates in any material respect any
Law, including those Laws relating to zoning, building, land use,
environmental, health and safety, fire, air, sanitation and noise
control.  Except as would not interfere in any material respect
with the present or intended use or occupancy by SBF of the SBF
Real Property, no SBF Real Property is subject to (i) any
governmental decree or order (or, to the knowledge of SBF,
threatened or proposed order) or (ii) any rights of way, building
use restrictions, exceptions, variances, reservations or
limitations of any nature whatsoever.

          (c)  The improvements and fixtures on the SBF Real Property are
in good operating condition and in a state of good maintenance
and repair, ordinary wear and tear excepted, and are adequate and
suitable for the purposes for which they are presently being
used.  There are no condemnation, expropriation or similar
proceeding pending or, to the knowledge of SBF, threatened,
against any of the SBF Real Property or any improvement thereon.
The SBF Real Property constitutes all of the real property that
is utilized by SBF in the operation of the Guymon Plant.

     Section 3.13   Environmental, Health and Safety Matters.  Except
as  publicly  disclosed or as would not be reasonably  likely  to
have an SBF Material Adverse Effect:

          (a)  SBF possesses all material permits and approvals required
under,  and is in compliance in all material respects  with,  all
Environmental Laws and is in compliance in all material  respects
with   all   applicable  limitations,  restrictions,  conditions,
standards, prohibitions, requirements, obligations, schedules and
timetables  contained in all Environmental Laws or  contained  in
any other Law, or any notice or demand letter issued thereunder;

          (b)  SBF has not received notice of actual or threatened material
liability under any Environmental Law or any similar foreign Law
from any Governmental Entity or any third

<PAGE>  13

party, and, to the knowledge of SBF, there is no fact or circumstance
that could form the basis for the assertion of any material claim against
SBF under any Environmental Law, including with respect to any on-
site or off-site location;

          (c)  SBF (i) has not entered into or agreed to enter into any
consent decree or order, (ii) has not contemplated entering into
any consent decree or order, and (ii) is not subject to any
judgment, decree or judicial or administrative order relating to
compliance with, or the cleanup of Hazardous Materials under, any
applicable Environmental Law;

          (d)  to the knowledge of SBF, SBF is not alleged to be in
violation in any material respect of, and is not subject to any
administrative or judicial proceeding pursuant to, applicable
Environmental Laws;

          (e)  SBF is not subject to any material Liability , incurred or
imposed or based upon any provision of any Environmental Law or
arising out of any act or omission of SBF, or SBF's employees,
agents or representatives or arising out of the ownership, use,
control or operation by SBF of the Guymon Plant;

          (f)  SBF has made available to TF true, correct and complete
copies of all reports and files relating to environmental
matters; and SBF has not paid any material fine, penalty or
assessment with respect to environmental matters;

          (g)  no SBF Real Property, improvement or equipment contains any
asbestos, polychlorinated biphenyls, underground storage tanks,
open or closed pits, sumps or other containers on or under any
asset; and

          (h)  SBF has not imported, manufactured, stored, used, operated,
transported, treated or disposed of any Hazardous Material other
than in compliance with all Environmental Laws.

     Section  3.14   Other Transactions.  As of the date  hereof,
neither   Seaboard   Entity  is  involved  in   negotiations   or
discussions that would be reasonably likely to result in  an  SBF
Change of Control or a Potential Investment.

     Section 3.15   Finder's Fees.  SBF has not engaged any broker,
agent,  finder, investment banker or similar Person with  respect
to the transactions contemplated by this Agreement.


                           ARTICLE IV
              REPRESENTATIONS AND WARRANTIES OF TF

      TF  hereby represents and warrants to the Seaboard Entities
each  of  the  following as of the date  hereof  and  as  of  the
Commencement  Date;  provided, however, that representations  and
warranties  that  are  explicitly made  by  TF  only  as  of  the
Commencement Date are made only as of such date:

<PAGE>  14

     Section 4.01   Organization, Authority and Qualification.  TF is
a  limited liability company duly formed, validly existing and in
good standing under the Laws of the State of Missouri and has all
necessary  power and authority to enter into this  Agreement,  to
carry  out  its  obligations  hereunder  and  to  consummate  the
transactions  contemplated hereby.   On  or  prior  to  the  date
hereof, TF has delivered to SBF true and complete copies  of  its
governing instruments, including its Certificate of Formation and
Operating  Agreement and any amendments thereto.   The  execution
and  delivery by TF of this Agreement, the performance by  TF  of
its  obligations  hereunder and the consummation  by  TF  of  the
transactions contemplated hereby have been duly authorized by all
requisite action on the part of TF.  This Agreement has been duly
executed  and  delivered by TF and (assuming  due  authorization,
execution  and delivery by the Seaboard Entities), this Agreement
constitutes  the  legal,  valid and binding  obligations  of  TF,
enforceable against TF in accordance with its terms.

     Section 4.02   Equity Ownership of TF.  Set forth on Schedule
4.02  is a true and complete list of all of the equity owners  of
TF  (the "TF Members"), listing for each such TF Member its name,
number  of  equity  interests  held,  aggregate  amount  of  cash
contributions  made  or committed to TF and percentage  of  total
outstanding  equity  interests in TF  held  by  such  TF  Member.
Except  as  set  forth on Schedule 4.02, there  are  no  options,
warrants,  calls, convertible notes, agreements,  commitments  or
other   rights   outstanding  that  obligated   or,   under   any
circumstance  would obligate, TF to issue, deliver  or  sell  any
equity  interest  in TF, or to grant, extend or enter  into  such
option, warrant, call, convertible note, agreement, commitment or
other  right.  There are no voting trusts or other agreements  or
understandings with respect to the voting of the equity interests
of  TF,  and  TF does not own or control, directly or  indirectly
through  one or more intermediaries, any equity interest  in  any
other Person.

     Section  4.03    No Conflicts.  The execution, delivery  and
performance  by  TF of this Agreement do not  and  will  not  (a)
violate,  conflict with or result in the breach of any  provision
of  the governing instruments of TF; (b) conflict with or violate
in  any material respect any Law or Governmental Order applicable
to  TF;  or  (c)  materially conflict with,  or  result  in,  any
material breach of, constitute a material default (or event which
with the giving of notice or lapse of time or both would become a
material  default) under, require any material consent under,  or
give   to   others   any   rights  of   termination,   amendment,
acceleration,  suspension, revocation  or  cancellation  of,  any
note,  bond,  mortgage or indenture, contract, agreement,  lease,
sublease,  license,  permit, franchise  or  other  instrument  or
arrangement to which TF is a party, which would result  in  a  TF
Material Adverse Effect.

     Section  4.04    Governmental Consents and  Approvals.   The
execution  and delivery of this Agreement by TF do not,  and  the
performance  by  TF  of  this Agreement shall  not,  require  any
Governmental Approvals, except as described in Schedule  4.04  or
where the failure to obtain such Governmental Approvals would not
materially adversely affect or materially delay the ability of TF
to  carry  out  its  obligations under,  and  to  consummate  the
transactions contemplated by, this Agreement.

     Section 4.05   Litigation.  There is no suit, action, claim,
arbitration,  proceeding  or investigation  pending  or,  to  the
knowledge of TF, threatened against, relating to or involving TF,
the  TF  Plant  or  any TF Member before any Governmental  Entity
that, if finally determined

<PAGE>  15

adversely to TF or such TF Member, is reasonably likely, individually
or in the aggregate, to result in a  TF  Material  Adverse Effect.
TF and the  TF  Plant  are  not subject to any judgment, decree,
injunction, rule or order of any court or arbitration panel that is
reasonably likely to result in a TF Material Adverse Effect.

     Section 4.06   Insurance.  Prior to the commencement of pork
producing  operations  at  the  TF Plant,  all  material  assets,
properties and risks of TF will be covered by valid and currently
effective  insurance policies or binders of insurance  (including
general  liability  insurance, property  insurance  and  workers'
compensation insurance) issued in favor of TF, in each case  with
responsible  insurance companies, in such types and  amounts  and
covering such risks as are at least as comprehensive as those set
forth in Schedule 4.06.

     Section 4.07   Books and Records.

          (a)  The books of account and other financial records of TF (i)
reflect  all  items  of income and expense  and  all  assets  and
Liabilities  required to be reflected therein in accordance  with
U.S.  GAAP,  where applicable, (ii) are in all material  respects
complete  and correct, and do not contain or reflect any material
inaccuracies or discrepancies, and (iii) have been maintained  in
accordance with good business and accounting practices.

          (b)  The minute books of TF contain accurate records of all
meetings and accurately reflect all other actions taken by the TF
Members.  Complete and accurate copies of all such minute books
and of the record of interest holders of TF have been provided by
TF to SBF.

     Section 4.08   Assets.  As of the Commencement Date, TF will own,
lease  or  have  the  legal right to use all the  properties  and
assets  used  or  intended  to be used  in  connection  with  the
operation of the TF Plant or otherwise owned, leased or  used  by
TF  and, with respect to contract rights, will be a party to  and
enjoy the right to the benefits of all contracts, agreements  and
other  arrangements  used  or  intended  by  be  used  by  TF  in
connection  with  the  operation of the  TF  Plant.   As  of  the
Commencement Date, TF will have caused such properties and assets
to  be maintained in accordance with good business practice,  and
all  such  properties  and  assets  will  be  in  good  operating
condition and repair and suitable for the purposes for which they
are used and intended.

     Section 4.09   Compliance with Laws.  Except as would not be
reasonably  likely to result in a TF Material Adverse Effect,  TF
(a) is in compliance in all material respects with all applicable
Laws (including applicable Laws relating to zoning, environmental
matters and the safety and health of employees), (b) has not been
charged with, and has received no written notice that it is under
investigation with respect to, and, to the knowledge  of  TF,  is
not otherwise now under investigation with respect to, a material
violation of any applicable Law, (c) is not a party to, or  bound
by, any order, judgment, decree, injunction, rule or award of any
Governmental Entity, and (d) has filed all reports  and  has  all
licenses  and  permits required to be filed with any Governmental
Entity on or prior to the date hereof.

     Section  4.10   Equity Financing.  TF has received  and  has
furnished  to SBF true and complete copies of executed commitment
letters containing commitments from the TF Members

<PAGE>  16

to provide  TF with  equity financing in an aggregate amount of
$63,144,000 (the "Equity Commitment Letter").  The Equity Commitment
Letter is  in full force and effect and has not been amended or
rescinded.   TF has  no reason to believe that the Equity Commitment
Letter  will not lead to the financing contemplated therein.  To the
knowledge of TF, the financing contemplated by the Equity Commitment Letter
constitutes  all of the equity financing required to be  provided
to  TF  in  order  to  carry out its obligations  under,  and  to
consummate the transactions contemplated by, this Agreement.

     Section 4.11   Supply Agreements.  Schedule 4.11 lists each TF
Supply Agreement in effect as of the date hereof (copies of which
have  been  made available by TF to SBF).  As of the Commencement
Date, Schedule 4.11 shall list each TF Supply Agreement in effect
as   of   such  date  (which  TF  Supply  Agreements   shall   be
substantially  in  the  form  of the TF  Supply  Agreements  made
available  by TF to SBF).  Each TF Supply Agreement is valid  and
binding  on the parties thereto and is in full force and  effect.
TF  is not in material breach of, or material default under,  any
TF  Supply Agreement, and, to the knowledge of TF, no other party
to  any  TF  Supply  Agreement is in material breach  thereof  or
material  default  thereunder.  TF has not received  any  written
notice of termination, cancellation, breach or default under  any
TF Supply Agreement.

     Section 4.12   Real Property.

          (a)  As of the Commencement Date, TF will have (i) good and
marketable  title to each parcel of the TF Owned  Real  Property,
except  as would not interfere in any material respect  with  the
present  or intended use or occupancy by TF of the TF Owned  Real
Property,  and (ii) a valid leasehold interest in the  TF  Leased
Real  Property,  and,  as of the Commencement  Date,  the  leases
granting TF such interests will be in full force and effect.

          (b)  As of the Commencement Date, no portion of the TF Real
Property, or any building or improvement located thereon, will
violate in any material respect any Law, including those Laws
relating to zoning, building, land use, environmental, health and
safety, fire, air, sanitation and noise control.  As of the
Commencement Date, except as would not interfere in any material
respect with the present or intended use or occupancy by TF of
the TF Real Property, no TF Real Property will be subject to (i)
any governmental decree or order (or, to the knowledge of TF,
threatened or proposed order) or (ii) any rights of way, building
use restrictions, exceptions, variances, reservations or
limitations of any nature whatsoever.

          (c)  As of the Commencement Date, the improvements and fixtures
on the TF Real Property will be in good operating condition and
in a state of good maintenance and repair, ordinary wear and tear
excepted, and will be adequate and suitable for the purposes for
which they are presently being used.  As of the Commencement
Date, there will be no condemnation, expropriation or similar
proceeding pending or, to the knowledge of TF, threatened,
against any of the TF Real Property or any improvement thereon.
The TF Real Property constitutes all of the real property that
will be utilized by TF as of the Commencement Date in the
operation of the TF Plant.

     Section 4.13   Environmental, Health and Safety Matters.  Except
as  would  not  be reasonably likely to result in a  TF  Material
Adverse Effect, as of the Commencement Date:

<PAGE>  17

          (a)  TF will possess all material permits and approvals required
under,  and is in compliance in all material respects  with,  all
Environmental  Laws  and will be in compliance  in  all  material
respects   with   all   applicable   limitations,   restrictions,
conditions,  standards, prohibitions, requirements,  obligations,
schedules and timetables contained in all Environmental  Laws  or
contained in any other Law, or any notice or demand letter issued
thereunder;

          (b)  TF will not have received notice of actual or threatened
material liability under any Environmental Law or any similar
foreign Law from any Governmental Entity or any third party, and,
to the knowledge of TF, there will be no fact or circumstance
that could form the basis for the assertion of any material claim
against TF under any Environmental Law, including with respect to
any on-site or off-site location;

          (c)  TF (i) will not have entered into or agreed to enter into
any consent decree or order, (ii) will not have contemplated
entering into any consent decree or order, and (ii) will not be
subject to any judgment, decree or judicial or administrative
order relating to compliance with, or the cleanup of Hazardous
Materials under, any applicable Environmental Law;

          (d)  to the knowledge of TF, TF will not be alleged to be in
violation in any material respect of, and will not be subject to
any administrative or judicial proceeding pursuant to, applicable
Environmental Laws;

          (e)  TF will not be subject to any material Liability incurred or
imposed or based upon any provision of any Environmental Law
arising out of any act or omission of TF, or TF's employees,
agents or representatives or arising out of the ownership, use,
control or operation by TF of any plant, facility, site, area or
property (including any plant, facility, site, area or property
currently or previously owned or leased by TF) from which any
Hazardous Material was Released;

          (f)  TF will have made available to SBF true, correct and
complete copies of all reports and files relating to
environmental matters; and TF will not have paid any material
fine, penalty or assessment with respect to environmental
matters;

          (g)  no Real Property, improvement or equipment will contain any
asbestos, polychlorinated biphenyls, underground storage tanks,
open or closed pits, sumps or other containers on or under any
asset; and

          (h)  TF will not have imported, manufactured, stored, used,
operated, transported, treated or disposed of any Hazardous
Material other than in compliance with all Environmental Laws.

     Section 4.14   Other Transactions.  As of the date hereof, TF is
not  involved  in  negotiations  or  discussions  that  would  be
reasonably  likely  to  result in a TF Change  of  Control  or  a
Potential Investment.

     Section 4.15   Finder's Fees.  TF has not engaged any broker,
agent,  finder, investment banker or similar Person with  respect
to the transactions contemplated by this Agreement.

<PAGE>  18

                            ARTICLE V
        REPRESENTATIONS AND WARRANTIES OF THE TF MEMBERS

      Each  TF Member severally (as to itself and not as  to  any
other  TF  Member) hereby represents and warrants to the Seaboard
Entities each of the following as of the date hereof:

     Section 5.01   Organization, Authority and Qualification.  Such
TF  Member is an entity duly formed, validly existing and in good
standing  under  the  Laws of the State of  its  organization  or
formation and has all necessary power and authority to enter into
this  Agreement,  to carry out its obligations hereunder  and  to
consummate  the transactions contemplated hereby.  The  execution
and delivery by such TF Member of this Agreement, the performance
by   such  TF  Member  of  its  obligations  hereunder  and   the
consummation  by such TF Member of the transactions  contemplated
hereby  have been duly authorized by all requisite action on  the
part  of  such TF Member.  This Agreement has been duly  executed
and delivered by such TF Member, and (assuming due authorization,
execution and delivery by the Seaboard Entities), Article  V  and
Sections 11.04 and 11.14 of this Agreement constitute the  legal,
valid  and  binding  obligations of such TF  Member,  enforceable
against such TF Member in accordance with their terms.

     Section  5.02    No Conflicts.  The execution, delivery  and
performance by such TF Member of this Agreement do not  and  will
not  (a)  violate, conflict with or result in the breach  of  any
provision  of  the governing instruments of such TF  Member;  (b)
conflict  with  or  violate in any material respect  any  Law  or
Governmental  Order  applicable  to  such  TF  Member;   or   (c)
materially  conflict with, or result in, any material breach  of,
constitute a material default (or event which with the giving  of
notice  or lapse of time or both would become a material default)
under, require any material consent under, or give to others  any
rights   of  termination,  amendment,  acceleration,  suspension,
revocation  or  cancellation  of, any  note,  bond,  mortgage  or
indenture, contract, agreement, lease, sublease, license, permit,
franchise  or  other instrument or arrangement to which  such  TF
Member  is  a party, which would result in a TF Material  Adverse
Effect or a TF Member Material Adverse Effect.

     Section  5.03    Governmental Consents and  Approvals.   The
execution  and delivery of this Agreement by such  TF  Member  do
not,  and  the  performance by such TF Member of  this  Agreement
shall  not, require any Governmental Approvals, except where  the
failure to obtain such Governmental Approvals would not result in
a  TF  Material  Adverse Effect or a TF Member  Material  Adverse
Effect.

     Section 5.04   Litigation.  There is no suit, action, claim,
arbitration,  proceeding  or investigation  pending  or,  to  the
knowledge of such TF Member, threatened against, relating  to  or
involving such TF Member before any Governmental Entity that,  if
finally  determined  adversely to such TF Member,  is  reasonably
likely,  individually or in the aggregate,  to  result  in  a  TF
Material  Adverse Effect or a TF Member Material Adverse  Effect.
Such   TF   Member  is  not  subject  to  any  judgment,  decree,
injunction, rule or order of any court or arbitration panel  that
is reasonably likely to result in a TF Material Adverse Effect or
a TF Member Material Adverse Effect.

<PAGE>  19

     Section 5.05 Compliance  with Laws.  Except as would not be
reasonably  likely to result in a TF Material Adverse Effect or a
TF Member Material Adverse  Effect,  such  TF Member (a) is  in
compliance  in  all material  respects with all applicable Laws
(including applicable Laws relating to zoning, environmental matters
and the safety and health  of  employees), (b) has not been charged
with,  and  has received  no  written notice that it is under
investigation  with respect  to,  and,  to the knowledge of such
TF  Member,  is  not otherwise  now  under investigation with respect
to,  a  material violation of any applicable Law, (c) is not a party
to, or  bound by, any order, judgment, decree, injunction, rule or
award of any Governmental Entity, and (d) has filed all reports  and
has  all licenses  and  permits required to be filed with any Governmental
Entity on or prior to the date hereof.

     Section 5.06   Other Transactions.  As of the date hereof, no TF
Member  is involved in negotiations or discussions that would  be
reasonably  likely  to  result in a TF Change  of  Control  or  a
Potential Investment.

                           ARTICLE VI
                  MARKETING AND SALE OF PRODUCT

     Section 6.01   Marketing and Sale Rights and Obligations.

          (a)  Except as otherwise provided in this Agreement, SBF shall
have  the  exclusive right to, and shall be obligated to,  market
and  sell  on behalf of TF all TF Plant Products.  SBF shall  use
its commercially reasonable efforts (taking into account customer
needs and requirements) to schedule, market and sell to customers
all  of  the  TF Plant Products that the TF Plant is  capable  of
producing in accordance with this Agreement so as to generate the
highest combined net margins with respect to products produced at
both the TF Plant and the Guymon Plant.

          (b)  Except as permitted by Sections 7.01(b), 11.01(a) and
12.02(b), TF hereby agrees that it shall not sell, transfer,
convey or assign, directly or indirectly through one or more
intermediaries (other than to SBF), or conduct any direct or
indirect marketing efforts with respect to, any TF Plant
Products.

     Section 6.02   Branding and Labeling.

          (a)  SBF shall, in its sole discretion, determine and direct the
branding  and labeling by TF of all TF Plant Products.  TF  shall
be  responsible  for  all  costs  and  expenses  related  to  the
application  of  labels  to  all  TF  Plant  Products;  provided,
however,  that SBF shall use its reasonable efforts to cause  the
projected costs and expenses for such labeling (on a per  package
basis)  to be substantially similar to those incurred by  SBF  in
labeling comparable products produced at the Guymon Plant.

          (b)  SBF hereby grants to TF a royalty-free, non-exclusive
license to use the SBF Marks solely in connection with the
branding and labeling of TF Plant Products as directed and
approved by SBF.  TF acknowledges that SBF owns all right, title
and interest in and to the SBF Marks, and TF shall not take any
action that is inconsistent with the ownership by SBF of the SBF
Marks.  TF shall not seek or obtain any registration of any SBF
Mark or any confusingly

<PAGE>  20

similar mark.  TF agrees that nothing in this Agreement, and no
use of any SBF Mark by TF pursuant to this Agreement, shall vest
in TF or shall be construed to vest in TF any right of ownership
in or to such SBF Mark other than the right to use such SBF Mark
in accordance with this Agreement.  All goodwill and improved
reputation with respect to the SBF Marks generated in connection
with the Alliance shall inure to the benefit of SBF.  In no event
shall TF use any SBF Mark in connection with any TF Plant Product
that is not transferred to SBF in accordance with this Agreement.
Subject to Section 12.02(d), any and all rights of TF to use the
SBF Marks shall cease and be of no further force or effect upon the
termination of this Agreement pursuant to Section 14.01 or otherwise.  TF
shall not by any act or omission use any SBF Mark in any manner
that tarnishes, degrades, disparages or reflects adversely on SBF
or its business or reputation.

     Section 6.03   Marketing Plan.  SBF shall develop and deliver to
TF  for  TF's review and comment, on an annual basis, a marketing
plan  setting forth SBF's plan for the applicable year regarding,
among  other things, marketing strategies and initiatives, sales,
promotion   and   marketing  staffing  and  expenses,   incentive
compensation for sales and marketing personnel, target customers,
target   markets,  product  mix  and  new  products,  value-added
products,  branding,  order fulfillment  and  pricing;  provided,
however,  that  SBF shall make the final determination  regarding
the content of each such marketing plan in its sole discretion.


                           ARTICLE VII
                     PRODUCTION AND TRANSFER

     Section 7.01   Production; Transfer of Product.

          (a)  From and after the Commencement Date, TF shall use
commercially  reasonable  efforts to  produce  at  the  TF  Plant
(within   the  capacity  of  the  TF  Plant)  all  pork  products
reasonably  requested  by  SBF, so  long  as  such  products  are
standard  industry products or SBF is producing such products  at
the Guymon Plant.

          (b)  Upon 30 days prior written notice to and consent of the
other Party (which consent shall not be unreasonably withheld or
delayed), TF shall have the right to transfer, and SBF shall have
the right to cause TF to transfer, product ("Transferred
Product") from the TF Plant to an Affiliated Plant so that such
Transferred Product may be modified into a form that otherwise is
not produced at the TF Plant; provided, however, that the amount
of Transferred Product per Party during any 30-day period shall
not be greater than 50% (by weight) of the total amount of such
product produced at the TF Plant during such 30-day period (it
being understood, however, that if the Transferred Product
required modification prior to transfer, then, for the purposes
of this proviso, the applicable weight of the Transferred Product
shall refer to the applicable weight of the applicable origin
product (prior to such modification) produced at the TF Plant
during such 30-day period).

     Section 7.02   Product Quality Standards.

          (a)  From and after the Commencement Date, each of TF and SBF
hereby  agrees to produce, at the TF Plant and the Guymon  Plant,
respectively, pork products that

<PAGE>  21

conform to the relevant  quality standards  and specifications made
available by SBF  to  TF  (the "Quality Standards"), which Quality
Standards shall be consistent with  the  standards and specifications
for the Guymon Plant,  as amended from time to time.  From and after
the Commencement Date, each of TF and SBF shall have the right to inspect,
during normal business  hours, the premises of the other Plant  to  the  extent
reasonably  necessary  to  ensure  compliance  with  the  Quality
Standards.  SBF shall not make any material modification  to  the
Quality  Standards (other than with respect to standard  industry
items  or requirements) without the prior written consent of  TF,
which consent shall not be unreasonably withheld or delayed.

          (b)  SBF shall be solely responsible and liable for any Losses
arising out of the production and sale of products produced at
the Guymon Plant that do not meet the Quality Standards.  TF
shall be solely responsible and liable for any Losses arising out
of the production and sale of products produced at the TF Plant
that do not meet the Quality Standards.

          (c)  The determination of whether TF Plant Products comply with
the applicable Quality Standards shall be made by SBF in its
Reasonable Good Faith Determination.  TF Plant Products that do
not, in the Reasonable Good Faith Determination of SBF, meet the
applicable Quality Standards ("Non-Conforming Products") shall be
marketed and sold to customers by SBF as it deems appropriate in
its sole discretion.

          (d)  Notwithstanding anything to the contrary set forth in this
Agreement, the Parties shall in good faith agree upon an
appropriate transfer price with respect to any Non-Conforming
Product that is also a Transferred Product.

                          ARTICLE VIII
                     FEES AND PAYMENT TERMS

     Section 8.01   Base Marketing Fee; Start-Up Fee.

          (a)  TF shall pay SBF a base marketing fee (the "Base Marketing
Fee"),  consisting  of  a  current  portion  (the  "Current  Base
Marketing Fee") and a deferred portion, pursuant to the terms and
conditions set forth in Schedule 11.15.

          (b)  For the 24-month period after the Start-Up Date, TF shall be
obligated to pay SBF, on a monthly basis (on or before the 5th
Business Day of each applicable month, beginning the first month
following the Start-Up Date), a start-up fee (the "Start-Up Fee")
equal to the respective amounts for such period as determined in
accordance with Schedule 8.01.

     Section 8.02   Payment of Fees.  SBF shall, on a weekly basis,
deliver to TF an invoice setting forth the Current Base Marketing
Fees  payable by TF to SBF for the prior Week.  All such invoiced
amounts  shall  be  due and payable by TF, by  wire  transfer  in
immediately  available funds to the SBF Account,  on  the  second
successive Business Day after receipt by TF of such invoice.

<PAGE>  22

     Section 8.03   Invoicing; Collections.

          (a)  SBF shall be responsible, in accordance with standard
industry  practices,  for  all  invoicing  and  collections  with
respect to sales of TF Plant Products by SBF to customers.

          (b)  In connection with the performance of its obligations set
forth in Section 8.03(a), SBF shall adhere to the credit policies
of SBF with respect to the Guymon Plant (the "Credit Policies"),
a copy of which has been made available to TF.  SBF may modify
the Credit Policies at any time, in its reasonable discretion,
and shall notify TF as promptly as practicable after making any
such modification; provided, however, that SBF shall not make any
material modification to the Credit Policies as in effect on the
date hereof, or materially deviate from the Credit Policies in
effect from time to time, without the prior written consent of
TF, which consent shall not be unreasonably withheld or delayed.

     Section 8.04   TF Product Customer Sales Information.  SBF shall
report to TF on a weekly basis (a) all sales of TF Plant Products
to  customers; (b) the amounts receivable from customers  by  SBF
with  respect  to such sales ("TF Product Customer Receivables");
and  (c)  the amounts collected by SBF with respect  to  such  TF
Product Customer Receivables.

     Section 8.05   General Payment Terms.

          (a)  For purposes of this Agreement, all prices used for the sale
of  Qualifying Products shall be on an FOB TF Plant basis or  FOB
Guymon  Plant basis, as applicable, established at the time  that
product  is  shipped to a customer, net of any sales commissions,
marketing  accruals,  trade allowances and  freight  and  similar
charges.

          (b)  Any outstanding balances under this Agreement or the
Promissory Note due to either TF or SBF from the other Party
shall bear interest at the Default Rate from the second Business
Day after the due date through the date of payment.

          (c)  Any Loss arising out of or resulting from third party claims
against SBF or TF shall be allocated as follows:
               (i)  The Seaboard Entities shall be solely responsible for all
     Losses arising out of claims related to products produced at SBF
     Plants ("SBF Products").

               (ii) TF shall be solely responsible for all Losses arising out
     of claims related to TF Plant Products that are not recoverable
     pursuant to Section 8.05(c)(v) ("TF Product Claims").  SBF shall
     deliver to TF an invoice setting forth any Losses suffered or
     incurred by SBF arising out of TF Product Claims.  All such
     invoiced amounts shall be due and payable by TF, by wire transfer
     in immediately available funds to the SBF Account, on the fifth
     Business Day after receipt by TF of such invoice.  No TF Product
     Claim may be settled by SBF without the prior written consent of
     TF, which consent shall not be unreasonably withheld or delayed;
     provided, however, that SBF shall be entitled, without the prior
     written consent of TF, to settle any such TF Product Claim (or
     any

<PAGE>  23

     series of TF Product Claims related to the same TF Plant
     Product) at TF's expense for an amount less than $25,000 in the
     aggregate.

               (iii) In the event that a third party claim relates to a
     product (an "Unidentified Product") that cannot be specifically
     identified as either a TF Plant Product or an SBF Product, the
     amount payable by TF to SBF pursuant to this Section 8.05(c)
     shall be equal to (A) the Losses suffered or incurred by SBF
     arising out of such claim, multiplied by (B) the ratio of (1) the
     Product Revenues attributable to the TF Plant Products comparable
     to the products giving rise to such claim, divided by (2) the
     aggregate Product Revenues attributable to such TF Plant Products
     and the comparable SBF Products.

               (iv) With respect to sales-related claims initiated by a
     customer relating to the sale of TF Plant Products (not otherwise covered
     by Section 8.05(c)(i), (ii) or (iii)), TF shall pay to SBF an
     amount equal to (A) the Losses suffered or incurred by SBF
     arising out of such claim, multiplied by (B) the ratio of (1) the
     Product Revenues attributable to the TF Plant Products giving
     rise to such claim, divided by (2) the aggregate Product Revenues
     attributable to such TF Plant Products and the comparable SBF
     Products.  SBF shall consult with TF (X) with respect to any
     individual sales-related claim or series of related claims
     involving Losses in excess of $10,000, and (Y) to the extent
     aggregate Losses arising out of sales-related claims in any given
     calendar year exceed $50,000.

               (v)  Contribution or reimbursement for Losses arising out of
     transportation claims shall be sought against the transportation
     company, and any net recoveries with respect to such Losses shall
     be distributed to the Party responsible for such Losses in
     accordance with this Section 8.05(c).

          (d)  The difference between the amount of freight charges charged
to customers with respect to the shipment of products from the TF
Plant  and  the  Guymon Plant and the amount of  freight  charges
actually  incurred with respect to the shipment of products  from
the  TF  Plant  and  the  Guymon Plant shall  be  determined  and
shared/paid by the Parties at the end of each month,  based  upon
the  weight of the products sold from the TF Plant and the Guymon
Plant.

          (e)  Notwithstanding anything to the contrary contained herein,
SBF may settle any customer claims involving a pricing or billing
error for any amount as necessary to correct such pricing or
billing error without the consent of TF.

                           ARTICLE IX
         TF PLANT CONSTRUCTION; MANAGEMENT AND OPERATION

     Section 9.01   TF Plant Construction; Operation.

          (a)  TF shall engineer, design, construct and develop the TF
Plant  in  order to meet the minimum capability requirements  set
forth  on Schedule 9.01.  TF shall be solely

<PAGE>  24

responsible for  all costs,  fees  and  expenses relating to the
engineering,  design, construction and development of the TF Plant.
TF shall  use  all reasonable  efforts  to cause construction on  the
TF  Plant  to commence as soon as practicable after the date hereof.

          (b)  SBF shall have the right to review at its request all plans,
as amended or modified from time to time, relating to the
engineering, design, construction and development of the TF
Plant.  TF will promptly notify SBF of any material changes to
such plans.  SBF will consult with TF from time to time and
provide TF with any suggestions that SBF has that could impact
product mix, customer mix, quality, scheduling, efficiencies or
similar issues in order to maximize efficiencies at the TF Plant
and sales prices for the TF Plant Products.

          (c)  Prior to the Start-Up Date, SBF shall allow TF employees to
receive such training at the Guymon Plant as the Parties
determine to be reasonable and appropriate.  TF shall be solely
responsible for all costs, fees and expenses relating to such
training.  During the period between the Commencement Date and
the Start-Up Date, SBF shall cause certain of its employees to be
present at the TF Plant to assist with the start-up of pork
producing operations at the TF Plant as the Parties determine to
be reasonable and appropriate.  TF shall be solely responsible
for all Employee Costs related to such SBF employees during such
period.

          (d)  As soon as reasonably possible following the Commencement
Date, TF shall, in a manner consistent with the scheduling
directives of SBF, endeavor to operate the TF Plant at all times
in accordance with the requirements set forth on Schedule 9.01.
From and after the Commencement Date, SBF shall endeavor to
operate the Guymon Plant at all times in accordance with the
requirements set forth on Schedule 9.01.

     Section 9.02   Scheduling; Transportation.

          (a)  SBF shall be directly responsible, acting in a commercially
reasonable  manner, for scheduling the pork processing operations
(the  "Scheduling Operations") at the TF Plant to  meet  customer
needs  and requirements (taking into account the capabilities  of
the TF Plant).  From and after the Commencement Date and prior to
the  2nd year anniversary thereof, subject to customer needs  and
requirements (and taking into account the capabilities of the  TF
Plant),  SBF  shall, at a minimum, direct scheduling  at  the  TF
Plant  in  accordance with Schedule 9.02(a), so  long  as  it  is
commercially  reasonable to do so.  From and after the  2nd  year
anniversary  of the Commencement Date, subject to customer  needs
and requirements (and taking into account the capabilities of the
TF  Plant), SBF shall, at a minimum, direct scheduling at the  TF
Plant such that, over any period of 45 consecutive Business  Days
after such 2nd year anniversary, the daily average number of hogs
slaughtered at the TF Plant shall be no less than the  lesser  of
(i)  15,000 and (ii) the daily average number of hogs slaughtered
at  the  Guymon Plant for the comparable period of 45 consecutive
Business  Days,  so  long  as  it is commercially  reasonable  to
schedule   such  number  of  hogs.   TF  shall  use  commercially
reasonable  efforts  to  schedule  and  organize  its  production
operations as reasonably directed by SBF.

          (b)  SBF shall be directly responsible for all services,
functions and responsibilities relating to the transportation of
all TF Plant Products from the TF Plant to SBF customers.  SBF
shall employ one or more employees (the "SBF Transportation
Employees") at the TF Plant to oversee and perform all such
transportation functions.  SBF shall not transport

<PAGE>  25

more than 20% of TF Plant Products in any given year using Seaboard
Transport Inc. ("STI") without the prior written consent of TF, which
consent shall not be unreasonably withheld or delayed.  The rates
charged by STI in connection with hauling all TF Plant Products
shall be comparable to those being charged by third party
carriers.

     Section  9.03   SBF Services.  SBF shall provide to  TF  the
additional  services set forth on Schedule 9.03  attached  hereto
(the "SBF Services" and, together with the Scheduling Operations,
the "SBF Managed Operations").

     Section 9.04   Quality Assurance.  The Parties shall work in a
cooperative  manner to ensure that TF will produce pork  products
at  the  TF Plant that meet or exceed the Quality Standards.   TF
shall be responsible for the employment of employees on the  pork
production lines at the TF Plant whose primary responsibility  is
to monitor the quality of the pork products being produced by the
TF  Plant.   SBF  shall be entitled to employ at  least  one  SBF
employee  per  shift (the "SBF Quality Assurance  Employees")  to
monitor  the quality of the final product being produced by  each
production line at the TF Plant.

     Section 9.05   Core Plant Employees.  All salaried and clerical
employees  at  the  TF Plant responsible for TF Plant  operations
(other  than the SBF Transportation Employees and the SBF Quality
Assurance Employees), and all TF Plant hourly production  workers
(collectively, the "Core Plant Employees") shall be  employed  by
TF.   TF  shall be solely and directly responsible for all costs,
fees  and  expenses,  with respect to the Core  Plant  Employees,
including the costs, fees and expenses with respect to items  set
forth on Schedule 1.01(a).

     Section 9.06   Legacy Systems.

          (a)  TF shall pay SBF a fee (the "Legacy Systems Fee") for the
source code to the Legacy Systems and for reimbursement of  costs
and expenses, and payment of fees incurred in connection with the
pre-purchase  planning, design, programming,  testing,  training,
written  documentation and installation of software in connection
with the Legacy Systems for use with respect to the TF Plant,  in
accordance   with  the  terms  and  conditions   set   forth   in
Schedule  11.15.   SBF shall install the Legacy  Systems  at  the
TF  Plant and shall integrate the Legacy Systems with third party
software  (which  third party software shall be similar  to  that
used at the Guymon Plant) required by TF to operate the TF Plant.
SBF  shall  not  be  obligated  to begin  such  installation  and
integration  until  the date on which TF begins  to  make  Legacy
Systems Fee payments in accordance with Schedule 11.15.

          (b)  SBF shall use its commercially reasonable efforts to
complete  the installation of the Legacy Systems at the TF  Plant
within  18  months  after the commencement of such  installation.
SBF and TF shall conduct mutually agreed testing and verification
procedures  with  respect  to  the functionality  of  the  Legacy
Systems  at  the TF Plant.  SBF shall make such modifications  as
are  reasonably required to cause the Legacy Systems  to  perform
the  functions described in Schedule 3.10(b) as appropriate  with
respect to the operations of the TF Plant.

          (c)  SBF shall provide TF with all source codes for the Legacy
Systems in machine readable format, together with all
documentation for the Legacy Systems.  SBF shall

<PAGE>  26

assist TF as reasonably required to allow TF to verify such source
codes, and TF shall have the right to modify such source codes for
internal use by TF.

          (d)  In consideration for and upon full payment of the Legacy
Systems Fee, the Seaboard Entities hereby grant to TF a
perpetual, fully paid-up, non-exclusive license to use and modify
the Legacy Systems in connection with TF's operations.  All data
created by TF through the use of the Legacy Systems in connection
with TF's operations shall be the property of TF and, to the
extent in the possession of either Seaboard Entity, shall be
delivered to TF upon request.  The license granted pursuant to
this Section 9.06(d) shall survive any termination of this
Agreement.

          (e)  At any time during the term of this Agreement or after
termination of this Agreement by either Party pursuant to Section
14.01, TF shall have the right to acquire a fully paid-up
perpetual license to the Legacy Systems by paying to SBF any
unpaid portion of the Legacy Systems Fee.

          (f)  Upon termination of this Agreement by either Party pursuant
to Section 14.01 and payment by TF to SBF of all amounts payable
hereunder and under the Promissory Note in accordance with the
terms hereunder and thereunder, at TF's option, SBF shall provide
all required maintenance and support with respect to the Legacy
Systems for a period of 12 months after the date of such
termination, for a fee equal to all actual costs and expenses
incurred by SBF in providing such maintenance and support.

     Section 9.07   Third Party Fees; Other Fees.

          (a)  All costs, fees and expenses incurred by the Parties in
connection  with  the  installation  of  third  party  management
information systems and software at the TF Plant, including  one-
time  software license payments to vendors, shall be paid by  TF.
Any  costs,  fees and expenses necessary to upgrade SBF's  AS/400
systems  to  run the Legacy Systems shall be shared  between  the
Parties (based on the relative CPU usage by SBF and TF when their
respective  systems are operating at full capacity).   Any  third
party  software license fees incurred in connection with licenses
allowing TF to use non-Legacy Systems shall be paid by TF.

          (b)  Without duplication of amounts otherwise payable under
Section 9.07(a), TF shall pay an amount equal to the Monthly TF
Plant Percentage multiplied by all direct costs, fees and
expenses incurred by SBF in the applicable month in connection
with third party and other SBF services as set forth on Schedule
9.07(b), to the extent such services relate to SBF Managed
Operations and are performed for both the Guymon Plant and the TF
Plant, and, to the extent such services are performed solely for
the TF Plant, TF shall pay the full amount of such costs, fees
and expenses incurred by SBF.

     Section 9.08   Use of TF Plant Facilities.

          (a)  In order to enable SBF to provide the SBF Managed Operations
to TF, TF shall:

<PAGE>  27

               (i)  provide the use of space in the TF Plant, together with
     access to employee cafeterias and parking facilities, office
     furnishings, telephone equipment and services and janitorial
     services, as may be reasonably required by SBF;

               (ii) provide SBF with information reasonably requested by SBF
     relating to the SBF Managed Operations;

               (iii) obtain any third party consents or approvals necessary
     to enable SBF to enter and use the TF Plant as necessary to
     perform the SBF Managed Operations; and

               (iv) at SBF's request, cooperate with SBF in matters relating to
     SBF's performance of the SBF Managed Operations.

          (b)  The use of the TF Plant by SBF does not constitute a
leasehold interest in favor of SBF.

     Section  9.09    Executive  Changes.   From  and  after  the
Commencement  Date,  each  of TF and SBF  shall  provide  written
notice  to  the other Party as promptly as practicable after  any
change  in the employee serving as Plant manager, chief executive
officer  or chief financial officer of TF or the TF Plant  or  of
SBF or the Guymon Plant, as applicable.

                            ARTICLE X
                           HOG SUPPLY

     Section 10.01  Country of Origin.  Each Party shall use  its
commercially reasonable efforts to process hogs that are born and
raised  in the United States, with any reductions in revenue  and
increases  in  costs,  fees  and  expenses  attributable  to  the
processing of hogs not born and raised in the United States to be
borne solely by the Party processing those hogs.

     Section 10.02  Standards and Criteria.  In addition  to  the
obligations set forth in Section 10.01, each of TF and SBF  shall
use  commercially  reasonable efforts to  ensure  that  all  hogs
delivered to the TF Plant or the Guymon Plant, as applicable,  by
producers  shall meet the criteria and parameters  set  forth  on
Schedule  10.02.   All reductions in revenue received  by  either
Party,  and  increases  in costs, fees and expenses  incurred  by
either  Party, in each case related to the failure  of  any  hogs
delivered  to  the  TF  Plant by any TF  Member  or  third  party
producer  to  meet such criteria and parameters, shall  be  borne
solely  by  TF.   All  reductions in revenue received  by  either
Party,  and  increases  in costs, fees and expenses  incurred  by
either  Party, in each case related to the failure  of  any  hogs
delivered to the Guymon Plant by SBF or any third party  producer
to  meet  such criteria and parameters, shall be borne solely  by
SBF.

<PAGE>  28


                           ARTICLE XI
                      ADDITIONAL AGREEMENTS

     Section 11.01  Exempted Product.

          (a)  TF shall have the option to exempt from this Agreement
product  consisting  of casings, heparin and  other  products  as
mutually agreed by the Parties, in an amount up to two pounds per
carcass  processed  from  the  TF  Plant,  for  handling   and/or
processing  by third parties.  Any product so exempted  hereunder
shall not be considered TF Plant Product for the purposes of this
Agreement.

          (b)  Unless otherwise agreed by the Parties, this Agreement shall
not apply to product produced at any Plant other than the TF
Plant or the Guymon Plant.

     Section 11.02  Operation of the TF Plant.

          (a)  TF hereby agrees that it shall, except as expressly required
by  this  Agreement or as otherwise consented to  in  advance  in
writing  by SBF (which consent shall not be unreasonably withheld
or delayed) or except as would not be reasonably likely to have a
TF Material Adverse Effect:

               (i)  conduct the operations of the TF Plant in the ordinary
     course on a basis consistent with the purposes of the Alliance as
     set forth herein, and not enter into any agreement, transaction
     or activity or make any commitment with respect to the operation
     of the TF Plant, except those in the ordinary course of business
     and not otherwise prohibited under this Section 11.02;

               (ii) maintain in good condition and repair (ordinary wear and
     tear excepted), consistent with past practices, all buildings,
     offices, facilities and other structures at the TF Plant, and all
     equipment, fixtures and other tangible personal property at the
     TF Plant;

               (iii) perform in all material respects all of its
     obligations under all, and not default or suffer to exist any event or
     condition that with notice or lapse of time or both could
     constitute a default under any TF Supply Agreement (except those
     being contested in good faith);

               (iv) obtain and maintain all Governmental Approvals that are
     necessary for the operation of the TF Plant;

               (v)  maintain its minute books, books of account and other
     financial records in accordance with good business and accounting
     practices;

               (vi) comply with all applicable Laws, including applicable Laws
     promulgated by the United States Department of Agriculture and
     the United States Food and Drug Administration and applicable
     Laws relating to zoning, environmental matters and the safety and
     health of employees; and

<PAGE>  29

               (vii) obtain all permits and approvals required under, and
     remain in full compliance with, all Environmental Laws, including
     all applicable limitations, restrictions, conditions, standards,
     prohibitions, requirements, obligations, schedules and timetables
     contained therein.

          (b)  TF agrees that, for so long as there remains any outstanding
balance under the Promissory Note, it shall not, unless consented
to  in  advance in writing by SBF, amend any existing  TF  Supply
Agreement  with  a  TF Member or enter into  any  new  TF  Supply
Agreement in any manner that (i) reduces the aggregate number  of
hogs  deliverable under all TF Supply Agreements, (ii)  decreases
the  quality standards from those set forth in the then  existing
TF  Supply Agreements, or (iii) increases the prices payable  for
hogs  above  those in the then existing TF Supply Agreements,  in
each  case  from  the  terms in existence on  the  date  of  such
existing  TF Supply Agreements.  TF shall make a Reasonable  Good
Faith  Determination that the producer party to any new TF Supply
Agreement   is  able  to  perform  its  obligations  under   such
agreement.  TF may substitute any TF Supply Agreement so long  as
the  aggregate number of hogs delivered under all the  TF  Supply
Agreements is not reduced and the quality standards and price  in
such substitute TF Supply Agreement are consistent with those set
forth in the then existing TF Supply Agreements.

     Section 11.03  Operation of the Guymon Plant.  SBF hereby agrees
that it shall, except as expressly required by this Agreement  or
as  otherwise  consented to in advance in writing  by  TF  (which
consent shall not be unreasonably withheld or delayed) or  except
as would not be reasonably likely to have an SBF Material Adverse
Effect:

          (a)  conduct the operations of the Guymon Plant in the ordinary
course on a basis consistent with the purposes of the Alliance as
set  forth  herein, and not enter into any agreement, transaction
or  activity or make any commitment, in each case with respect to
the  operation of the Guymon Plant, except those in the  ordinary
course  of  business  and  not otherwise  prohibited  under  this
Section 11.03;

          (b)  maintain in good condition and repair (ordinary wear and
tear excepted), consistent with past practices, all buildings,
offices, facilities and other structures at the Guymon Plant, and
all equipment, fixtures and other tangible personal property at
the Guymon Plant;

          (c)  perform in all material respects all of its obligations
under all, and not default or suffer to exist any event or
condition that with notice or lapse of time or both could
constitute a default under any SBF Supply Agreement (except those
being contested in good faith);

          (d)  obtain and maintain all Governmental Approvals that are
necessary for the operation of the Guymon Plant;

          (e)  maintain the books of account and other financial records
with respect to the Guymon Plant in accordance with good business
and accounting practices;

          (f)  comply with all Laws (including Laws promulgated by the
United States Department of Agriculture and the United States
Food and Drug Administration and Laws

<PAGE>  30

relating to zoning, environmental matters and the safety and health of
employees) applicable to the Guymon Plant; and

          (g)  with respect to the Guymon Plant, obtain all permits and
approvals required under, and remain in full compliance with, all
Environmental Laws, including all applicable limitations,
restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained therein.

     Section 11.04  Confidential Information.

          (a)  SBF, on the one hand, and TF and each TF Member, on the
other  hand, hereby acknowledge that one Party may make available
to  the  other Party certain information concerning its business,
financial   condition,   operations,   employees,   assets    and
liabilities  (such  Party when disclosing such information  being
the  "Disclosing  Party",  and such  Party  when  receiving  such
information  being  the "Receiving Party") (when  the  respective
terms "Disclosing Party" and "Receiving Party" are used herein to
refer  to TF, such terms shall also be deemed to be referring  to
each  TF Member).  The Receiving Party agrees to, and shall cause
is  agents,  representatives,  advisors,  Affiliates,  employees,
officers  and  directors  (collectively,  "Representatives")  to,
treat  and  hold  as  confidential (and not disclose  or  provide
access  to  any  third party to) all confidential trade  secrets,
technical  and business information, know-how, manufacturing  and
production   processes  and  techniques,  customer   information,
financial  and  marketing data, pricing and cost information  and
all  other confidential or proprietary information ("Confidential
Information")  with  respect to the other  Party.   "Confidential
Information"  shall  include,  without  limitation,  information,
modeling  and/or  spreadsheets relating to  genetics,  nutrition,
food, safety, pork quality, animal handling and other topics.  It
is agreed that a Receiving Party shall not be responsible for any
breach   of   the  provisions  of  this  Section   11.04   by   a
Representative   if   the   Receiving   Party    requires    such
Representative to enter into a confidentiality agreement.

          (b)  In the event that the Receiving Party or its Representatives
become legally compelled to disclose any Confidential Information
of the Disclosing Party, the Receiving Party shall provide the
Disclosing Party with prompt written notice of such requirement
so that the Disclosing Party may seek a protective order or other
remedy or waive compliance with this Section 11.04.  In the event
that such protective order or other remedy is not obtained, or
the Disclosing Party waives compliance with this Section 11.04,
the Receiving Party shall furnish only that portion of the
Disclosing Party's Confidential Information that is legally
required to be provided and exercise commercially reasonable
efforts to obtain assurances that confidential treatment will be
accorded such information.

          (c)  The Receiving Party, upon the request of the Disclosing
Party, shall promptly furnish to the Disclosing Party any and all
copies (in whatever form or medium) of all such Disclosing
Party's Confidential Information then in the possession of the
Receiving Party or any of its Representatives and destroy any and
all additional copies of such Confidential Information then in
the possession of the Receiving Party or any of its
Representatives and of any analyses, compilations, studies or
other documents prepared, in whole or in part, on the basis
thereof.

<PAGE>  31

          (d)  The term "Confidential Information" shall not include
information that (i) is or becomes generally available to the
public other than as a result of a disclosure by the Receiving
Party or its Representatives, (ii) was independently developed by
the Receiving Party without access to the Confidential
Information of the Disclosing Party, (iii) was within the
Receiving Party's possession prior to its being furnished to the
Receiving Party or its Representatives by or on behalf of the
Disclosing Party, provided that the source of such information
was not known by the Receiving Party to be bound by a
confidentiality agreement with or other contractual, legal or
fiduciary obligation of confidentiality to the Disclosing Party
or any other party with respect to such information or (iv)
becomes available to the Receiving Party on a non-confidential
basis from a source other than the Disclosing Party or any of its
Representatives, provided that such source is not known by the
Receiving Party to be bound by a confidentiality agreement with
or other contractual, legal or fiduciary obligation of
confidentiality to the Disclosing Party or any other party with
respect to such information.

          (e)  Notwithstanding any obligations of confidentiality imposed
by this Section 11.04, the Parties agree that this Agreement does
not limit the ability of any Party (or any Representative of such
Party) to disclose the tax treatment or tax structure of the
transactions contemplated by this Agreement to any Person.  The
foregoing is not intended to waive the attorney-client privilege
or other privileges, including the tax advisor privilege under
Section 7525 of the Code.

          (f)  Each Party's confidentiality obligations pursuant to this
Section 11.04 shall survive any termination of this Agreement.

     Section  11.05  Public Announcements.  Except  as  otherwise
required  by  Law  or  the  rules of  any  applicable  securities
exchange or national market system, neither Party shall make,  or
cause  to  be made, any press release or public announcement,  or
otherwise  communicate with any news media,  in  each  case  with
respect to this Agreement or the transactions contemplated hereby
without  the  prior written consent of the other Party,  and  the
Parties shall cooperate as to the timing and contents of any such
press release or public announcement.

     Section 11.06  Inspection and Access to Information; Audit.

          (a)  After the date hereof, each of SBF and TF shall (and shall
cause  its  Representatives to) provide  SBF  and  TF  and  their
respective   lenders  and  customers,  upon  reasonable   notice,
reasonable  access, during reasonable hours and under  reasonable
circumstances,   to   the  Guymon  Plant  and   the   TF   Plant,
respectively.

          (b)  After the date hereof, each of SBF and TF shall cause its
Representatives to furnish to the other Party and its
Representatives, promptly upon request therefor and as reasonably
necessary to allow such other Party to perform its obligations
under this Agreement, any and all books, records, financial,
manufacturing and marketing data and other information pertaining
to the transfer or sale of products manufactured at, and the
operation of, the TF Plant or the Guymon Plant, as applicable.

          (c)  With respect to the TF Plant and the Guymon Plant, as
applicable, for so long as there exist any monetary payments or
reporting obligations from one Party to the other

<PAGE>  32

Party under this Agreement, each of SBF and TF will maintain complete and
accurate accounting records and production records in a
consistent form to substantiate such monetary payments and
reporting obligations.  Each Party may, upon reasonable advance
written notice to the other Party, conduct during the other
Party's regular business hours and in accordance with applicable
law and reasonable security requirements, audits of the other
Party with respect to such monetary payment and reporting
obligation accounts and records; provided, however, that (i) the
audited Party may require that the auditing Party's employees
conduct such audits on the premises of the audited Party; and
(ii) the audited Party shall have the right to have one of its
Representatives present at all times during any such audit.
Subject to the restrictions set forth in this Section 11.06(c),
the audited Party shall cooperate fully with the auditing Party
in connection with any such audit.  The audited Party shall have
the right to have the results of any such audit reviewed by its
internal auditing staff or by the audited Party's independent
accountants.  All reasonable fees and costs incurred (including a
reasonable charge for the services of any employee of the audited
Party directly involved in the audit) by either Party in
connection with any such audit shall be paid by the auditing
Party; provided, however, that if the audit reveals, on an
aggregate basis, an under-reporting or under-payment by the
audited party in an amount more than $250,000, then the
reasonable fees and costs incurred by either Party in connection
with any such audit shall be paid by the audited Party.

     Section 11.07  HACCP Plan and Food Safety.  SBF and TF shall
mutually  agree  upon the HACCP Plan and all  other  food  safety
protocols, as may be amended or modified from time to time,  with
respect to the TF Plant, which shall be substantially similar  in
form  and  substance  to  the HACCP Plan and  other  food  safety
protocols currently utilized by SBF at the Guymon Plant.

     Section 11.08  Financial Information.

          (a)  As promptly as practicable (and in any event within 110
days) following the end of each fiscal year, TF shall deliver  to
SBF  the  audited  consolidated  balance  sheet  of  TF  and  its
subsidiaries,  if any, as of the end of such fiscal  year,  along
with  the  related audited consolidated statements of income  and
cash   flows,  accompanied  by  the  reports  thereon   of   TF's
independent auditors.

          (b)  As promptly as practicable (and in any event within 45 days)
following the end of each fiscal quarter, TF shall deliver to SBF
an unaudited consolidated balance sheet of TF and its
subsidiaries, if any, as of the end of such fiscal quarter, along
with the related unaudited consolidated statements of income and
cash flows.

          (c)  As promptly as practicable (and in any event within 110
days) following the end of each fiscal year, SBF shall deliver to
TF the audited consolidated balance sheet of Seaboard and its
subsidiaries, if any, as of the end of such fiscal year, along
with the related audited consolidated statements of income and
cash flows, accompanied by the reports thereon of Seaboard's
independent auditors.

          (d)  As promptly as practicable (and in any event within 45 days)
following the end of each fiscal quarter, SBF shall deliver to TF
(i) an unaudited consolidated balance sheet of Seaboard and its
subsidiaries, if any, as of the end of such fiscal quarter, along
with the related

<PAGE>  33

unaudited consolidated statements of income and
cash flows, and (ii) the internal financial statements of SBF
prepared on a quarterly basis in the ordinary course of business.

          (e)  All financial information with respect to TF and Seaboard
provided pursuant to this Section 11.08 shall be prepared in
accordance with U.S. GAAP applied on a basis consistent with the
past practices of the applicable Party.

     Section 11.09  Insurance; Casualty.

          (a)  TF shall obtain and maintain at all times the insurance
coverage  as  described  in Schedule 4.06  with  respect  to  its
operations  at  the  TF  Plant, naming the Seaboard  Entities  as
additional  insureds in the case of general liability  insurance,
with  companies  and  in such amounts and deductibles  reasonably
satisfactory  to  SBF.  Such insurance policies shall  contain  a
waiver  of subrogation clause with respect to any claims  against
SBF or any Affiliates thereof.  TF shall cause to be delivered to
SBF  a  certificate of insurance evidencing the effectiveness  of
such  insurance.  Such certificate shall provide for at least  30
days' prior written notice to SBF in the event of cancellation of
the  insurance and permit SBF to cure (at the expense of TF)  any
failure  to pay the premium for such insurance, and a certificate
evidencing the renewal or replacement of such insurance shall  be
delivered  to SBF no later than 10 days after the effective  date
of such insurance.

          (b)  SBF shall obtain and maintain at all times the insurance
coverage as described in Schedule 4.06 with respect to its
operations at the Guymon Plant, naming TF as an additional
insured in the case of general liability insurance, with
companies and in such amounts and deductibles reasonably
satisfactory to TF.  Such insurance policies shall contain a
waiver of subrogation clause with respect to any claims against
TF or any Affiliates thereof SBF shall cause to be delivered to
TF a certificate of insurance evidencing the effectiveness of
such insurance.  Such certificate shall provide for at least 30
days' prior written notice to TF in the event of cancellation of
the insurance and permit TF to cure (at the expense of SBF) any
failure to pay the premium for such insurance, and a certificate
evidencing the renewal or replacement of such insurance shall be
delivered to TF no later than 10 days after the effective date of
such insurance.

          (c)  Each Party shall be solely responsible for all self
insurance obligations and for all deductible amounts applicable
with respect to any insurance claims made by such Party
(irrespective of which Party is the primary insured party under
the applicable insurance policy).

          (d)  TF shall maintain the TF Plant in good operating condition
and repair, excepting ordinary wear and tear.  In the event of
any damages to the TF Plant, TF shall promptly cause any damaged
property to be promptly repaired or replaced at TF's cost and
expense (after the application of any and all insurance proceeds
received with respect to any such damaged property).  SBF shall
maintain the Guymon Plant in good operating condition and repair,
excepting ordinary wear and tear.  In the event of any damages to
the Guymon Plant, SBF shall promptly cause any damaged property
to be promptly repaired or replaced at SBF's cost and expense
(after the application of any and all insurance proceeds received
with respect to any such damaged property).

<PAGE>  34

     Section  11.10  Notice of Developments.  From and after  the
Commencement  Date,  each of TF and SBF shall  notify  the  other
Party  in  writing  of (a) all events, circumstances,  facts  and
occurrences  arising after the Commencement Date  that  would  be
reasonably likely to result in a TF Default or an SBF Default, as
applicable; and (b) all other material developments affecting the
TF Plant or the Guymon Plant.

     Section 11.11  Force Majeure.  Notwithstanding anything in this
Agreement to the contrary, neither Party shall be responsible  or
liable  for any failure or lack of performance hereunder if  such
performance is rendered impossible by a Force Majeure Event.   As
promptly  as practicable after the occurrence of such event,  the
affected  Party shall provide written notice to the  other  Party
setting forth the particulars of the Force Majeure Event, and the
obligations of the affected Party under this Agreement  shall  be
suspended, for a period of up to 24 months from the date of  such
notice (the "Force Majeure Period"), to the extent such Party  is
unable to perform on account of such Force Majeure Event.  During
the Force Majeure Period, the affected Party shall use reasonable
commercial  efforts  to  mitigate  and  eliminate,  as  soon   as
practicable,  the effects of any such Force Majeure  Event.   Any
suspension  of obligations beyond the Force Majeure Period  shall
be  mutually agreed to by the Parties.  In the event  such  Force
Majeure  Event shall continue for longer than 24 months,  despite
the  reasonable  commercial efforts  of  the  affected  Party  to
mitigate  and eliminate such Force Majeure Event, the  Party  not
suffering  such  Force  Majeure Event shall  have  the  right  to
terminate  this  Agreement  upon 10 days'  written  notice.   Any
failure by a Party to perform on account of a Force Majeure Event
shall not be deemed to be a TF Default, TF Event of Default,  SBF
Default  or  SBF  Event  of Default, as applicable,  unless  such
default  is  a  TF  Payment Default (or a  TF  Event  of  Default
attributable thereto) or an SBF Payment Default (or an SBF  Event
of Default attributable thereto).

     Section 11.12  Reports and Data Sharing.  SBF shall, to  the
extent otherwise available and to the extent reasonably necessary
to confirm compliance with this Agreement, provide real-time, on-
line  access  to  records,  reports,  data,  analyses  and  other
information in the possession of SBF relating to the TF Plant  or
the  Guymon  Plant  or to the sale of TF Plant  Products  or  SBF
Products.

     Section 11.13  Financing Commitment.  TF shall use commercially
reasonable  efforts to obtain, as soon as practicable  after  the
date  hereof,  all  debt  financing commitments  (the  "Financing
Commitments")  and  all governmental permits,  in  each  case  on
commercially reasonable terms, required to construct,  equip  and
operate the TF Plant.

     Section 11.14  Party/TF Member Additional Agreements.  Each of
the  Parties  and each TF Member hereby agrees to the  additional
terms and conditions set forth in Schedule 11.14.

     Section 11.15  Party Additional Agreements.  The Parties hereby
agree  to  the  additional  terms and  conditions  set  forth  in
Schedule 11.15.

     Section  11.16   Further Assurances.  Each Party  shall  use
commercially  reasonable efforts to take, or cause to  be  taken,
all  appropriate  action, to do or cause to be  done  all  things
necessary,  proper  or  advisable under applicable  Law,  and  to
execute  and deliver such documents

<PAGE>  35

and other papers, as  may  be required  to  carry out the provisions
of this Agreement  and  to consummate  and  to make effective the
transactions  contemplated hereby.


                           ARTICLE XII
                   DEFAULT; EVENTS OF DEFAULT

     Section 12.01  TF Defaults and Events of Default.

          (a)  Each of the following conditions or events shall constitute
a default by TF (a "TF Default") for purposes of this Agreement:

               (i)  the failure of TF, from and after the 2nd Anniversary Date,
     to slaughter at the TF Plant a daily average number of hogs at
     least equal to the lesser of (A) 15,000 and (B) the daily average
     number of hogs slaughtered at the Guymon Plant (a "TF Operations
     Default") during any period of 45 consecutive Business Days after
     the  2nd  Anniversary Date, so long as  it  is  commercially
     reasonable for TF to slaughter such average number of hogs, and
     which failure is not the result of TF's compliance with  any
     request by SBF pursuant to this Agreement;

               (ii) (A) the failure or refusal by TF to make any payment under
     this Agreement or the Promissory Note on or before its due date
     if such default continues for a period of 2 Business Days after
     receipt by TF of written notice of such default from SBF, or (B)
     the failure or refusal by TF to make any payment under this
     Agreement or the Promissory Note on or before its due date in an
     amount equal to or exceeding $1,000,000 if such default continues
     for a period of 1 Business Day after receipt by TF of written
     notice thereof from SBF (either such failure or refusal being a
     "TF Payment Default");

               (iii) the failure or refusal by TF to fulfill any of its
     obligations or covenants under this Agreement or the Promissory
     Note (other than obligations or covenants related to payment of
     amounts to SBF), where such failure or refusal materially and
     adversely affects TF's performance hereunder and such failure or
     refusal continues for a period of 15 Business Days after receipt
     by TF of written notice thereof from SBF (such failure or refusal
     being a "TF Covenant Default"); and

               (iv) the failure of any of the representations and warranties of
     TF in this Agreement to be true in any material respect, where
     such failure materially and adversely affects TF's performance
     hereunder and such failure continues for a period of 15 Business
     Days after receipt by TF of written notice thereof from SBF (such
     failure being a "TF Representation Default").

          (b)  Each of the following events shall constitute a "TF Event of
Default":

               (i)  the continuation of a TF Operations Default for a period of
     45 consecutive Business Days or the occurrence of two or more TF
     Operations Defaults during any twelve-consecutive month period;

<PAGE>  36

               (ii) the continuation of a TF Covenant Default or a TF
     Representation Default for a period of 30 Business Days following
     the receipt of written notice from SBF;

               (iii) the occurrence of (A) three or more TF Payment Defaults
     during any twelve-consecutive month period involving,
     individually, an amount in excess of $20,000, whether or not
     cured within the time period specified herein, or (B) any single
     TF Payment Default in an amount equal to or exceeding $1,000,000
     that is not cured within 2 Business Days after receipt by TF of
     written notice thereof from SBF;

               (iv) the general assignment by TF for the benefit of creditors,
     or the filing of a petition or suit under any bankruptcy,
     reorganization, arrangement, adjustment of debt, relief of
     debtors, dissolution, insolvency, liquidation or similar Law of
     any jurisdiction, whether now or hereafter in effect, by or
     against TF that is not dismissed within 30 days; or

               (v)  the entry of a final judgment, order or decree of a court
     of competent jurisdiction adjudicating TF to be bankrupt, and the
     expiration without appeal of the period, if any, allowed by
     applicable Law in which to appeal.

          (c)  Upon the occurrence of a TF Event of Default, SBF may
terminate this Agreement.

          (d)  Notwithstanding anything herein to the contrary, SBF shall
be entitled to recover any Losses suffered or incurred by the SBF
Indemnified Parties in accordance with Section 13.02 and to seek
specific performance of this Agreement in accordance with
Section 15.11.

     Section 12.02  SBF Defaults and Events of Default.

          (a)  Each of the following conditions or events shall constitute
a  default  by  SBF  (an  "SBF Default")  for  purposes  of  this
Agreement:

               (i)  the failure of SBF, from and after the 2nd Anniversary
     Date, to direct scheduling with respect to a daily average of at least
     15,000 head per day at the TF Plant (an "SBF Operations Default")
     during any period of 45 consecutive Business Days after the 2nd
     Anniversary Date, so long as it is commercially reasonable for
     SBF to schedule such number of hogs, and which failure is not the
     result  of TF's inability to comply with any such scheduling
     request pursuant to this Agreement;

               (ii) (A) the failure or refusal by the Seaboard Entities to make
     any payment to TF in accordance with Section 6 of Schedule 11.15,
     and such failure or refusal continues for a period of 2 Business
     Days after receipt by the Seaboard Entities of written notice
     thereof from TF, or (B) the failure or refusal by the Seaboard
     Entities to make any payment to TF in accordance with Section 6
     of Schedule 11.15 in an amount equal to or exceeding $1,000,000,
     and such failure or refusal continues for a period of 1

<PAGE>  37

     Business Day after receipt by the Seaboard Entities of written notice
     thereof from TF (either such failure or refusal being an "SBF
     Payment Default");

               (iii) the failure or refusal by either of the Seaboard
     Entities to fulfill any of its obligations or covenants under
     this Agreement (other than obligations or covenants related to
     payments set forth in Section 6 of Schedule 11.15), where such
     failure or refusal materially and adversely affects the Seaboard
     Entities' performance hereunder and such failure or refusal
     continues for a period of 15 Business Days after receipt by the
     Seaboard Entities of written notice thereof from TF (such failure
     or refusal being an "SBF Covenant Default"); and

               (iv) the failure of any of the representations and warranties of
     the Seaboard Entities in this Agreement to be true in any
     material respect, where such failure materially and adversely
     affects either Seaboard Entity's performance hereunder and such
     failure continues for a period of 15 Business Days after receipt
     by the Seaboard Entities of written notice thereof from TF (such
     failure being an "SBF Representation Default").

          (b)  Upon the occurrence of an SBF Payment Default and for so
long  as  such  SBF Payment Default shall be continuing,  (i)  TF
shall  have  the  right  to market and  sell  TF  Plant  Products
directly to customers or through other agents or representatives,
without payment to SBF of any Base Marketing Fees, Start-Up  Fees
or margin payments (as set forth in Schedule 11.15) in connection
with  any  such sales, (ii) any TF Plant Products in transit  and
not yet delivered to the customer shall remain the property of TF
until  received by the customer, at which time title may pass  to
the customer as permitted by TF, or such TF Plant Products may be
recalled  by  TF,  and (iii) all TF Product Customer  Receivables
generated after the occurrence of such SBF Payment Default  shall
be the sole property of and may be collected directly by TF.

          (c)  Each of the following events shall constitute an "SBF Event
of Default":
               (i)  the continuation of an SBF Operations Default for a period
     of 45 consecutive Business Days or the occurrence of two or more
     SBF  Operations Defaults during any twelve-consecutive month
     period;

               (ii) the occurrence of (A) three or more SBF Payment Defaults
     during any twelve-consecutive month period involving,
     individually, an amount in excess of $20,000, whether or not
     cured within the time period specified herein, or (B) any single
     SBF Payment Default in an amount equal to or exceeding $1,000,000
     that is not cured within 2 Business Days after receipt by the
     Seaboard Entities of written notice thereof from TF;

               (iii) the continuation of an SBF Covenant Default or an SBF
     Representation Default for a period of 30 Business Days following
     the receipt of written notice from TF;

               (iv) the general assignment by either Seaboard Entity for the
     benefit of creditors, or the filing of a petition or suit under
     any bankruptcy, reorganization, arrangement, adjustment of debt,
     relief of debtors, dissolution, insolvency, liquidation or

<PAGE>  38

     similar Law of any jurisdiction, whether now or hereafter in
     effect, by or against either Seaboard Entity that is not
     dismissed within 30 days; or

               (v)  the entry of a final judgment, order or decree of a court
     of competent jurisdiction adjudicating either Seaboard Entity to be
     bankrupt, and the expiration without appeal of the period, if
     any, allowed by applicable Law in which to appeal.

          (d)  Upon the occurrence of an SBF Event of Default, TF may
terminate this Agreement, after which termination (i) the license
granted  by  SBF  to  TF  pursuant to Section  6.02(b)  shall  be
extended  for  a  period of 12 months; provided,  however,  that,
pursuant  to such extended license, TF shall be entitled  to  use
the SBF Marks in connection with the branding and labeling of  TF
Plant  Products  in the same manner as such SBF  Marks  are  used
immediately  prior  to such termination; and  (ii)  TF  shall  be
entitled  to use SBF customer lists and other sales and marketing
data and reports.

          (e)  Notwithstanding anything herein to the contrary, TF shall be
entitled to recover any Losses suffered or incurred by the TF
Indemnified Parties in accordance with Section 13.01 and to seek
specific performance of this Agreement in accordance with
Section 15.11.

     Section 12.03  Cumulative Remedies.  No TF Payment Default or SBF
Payment  Default shall exist with respect to, and to  the  extent
of,  amounts as to which there is a bona fide dispute pending  in
accordance  with Section 15.09.  The rights and remedies  created
by  this Agreement shall be cumulative and non-exclusive of those
to  which  a Party may be entitled at Law or in equity,  and  the
right  to  exercise  all  such  rights  and  remedies  is  hereby
reserved.   The use and availability of one remedy shall  not  be
taken  to  exclude or waive the right to the use of another.   In
the  event  of any breach of this Agreement, the breaching  Party
shall  be liable to the other Party for actual damages (including
accrued  costs, fees and expenses and the present value  of  lost
future  profits, but excluding punitive damages) arising  out  of
such breach.


                          ARTICLE XIII
                         INDEMNIFICATION

     Section 13.01  Indemnification by the Seaboard Entities.

          (a)  Seaboard shall indemnify and hold harmless TF and its
Affiliates,  officers, directors, employees,  agents,  successors
and  assigns (each a "TF Indemnified Party" and collectively  the
"TF  Indemnified Parties") from and against any  and  all  Losses
actually suffered or incurred by the TF Indemnified Parties which
arise out of or result from:

               (i)  the breach of any representation or warranty made by
     Seaboard contained in this Agreement;

               (ii) the breach of any covenant, agreement or undertaking by or
     obligation of Seaboard contained in this Agreement; and

<PAGE>  39

               (iii) the failure by Seaboard to repay or satisfy any debt
     obligation or other Liability of Seaboard.

          (b)  Without duplication of any indemnification obligation set
forth  in Section 13.01(a), SBF shall indemnify and hold harmless
the  TF  Indemnified Parties from and against any and all  Losses
actually suffered or incurred by the TF Indemnified Parties which
arise out of or result from:

               (i)  the breach of any representation or warranty made by SBF
     contained in this Agreement;

               (ii) the breach of any covenant, agreement or undertaking by or
     obligation of SBF contained in this Agreement;

               (iii) the failure by SBF to repay or satisfy any debt
     obligation or other Liability of SBF; and

               (iv) the operations of SBF at the Guymon Plant.

          (c)  To the extent that either Seaboard Entity's undertakings set
forth  in  this Section 13.01 are determined to be unenforceable,
such Seaboard Entity shall contribute the maximum amount that  it
is  permitted to contribute under applicable Law to  the  payment
and  satisfaction  of all Losses incurred by the  TF  Indemnified
Parties.

     Section 13.02  Indemnification by TF.

          (a)  TF shall indemnify and hold harmless each Seaboard Entity
and  its  Affiliates,  officers,  directors,  employees,  agents,
successors  and  assigns  (each an "SBF  Indemnified  Party"  and
collectively the "SBF Indemnified Parties") from and against  any
and   all  Losses  actually  suffered  or  incurred  by  the  SBF
Indemnified Parties which arise out of or result from:

               (i)  the breach of any representation or warranty made by TF
     contained in this Agreement; and

               (ii) the breach of any covenant, agreement or undertaking by or
     obligation of TF contained in this Agreement;

               (iii) the failure by TF to repay or satisfy any debt
     obligation or other Liability of TF; and

               (iv) the operations of TF at the TF Plant.

          (b)  To the extent that TF's undertakings set forth in this
Section  13.02  may  be  unenforceable, TF shall  contribute  the
maximum   amount  that  it  is  permitted  to  contribute   under
applicable  Law  to the payment and satisfaction  of  all  Losses
incurred by the SBF Indemnified Parties.

<PAGE>  40

     Section 13.03  Indemnification Procedures.  An Indemnified Party
shall  give the Indemnifying Party notice of any matter which  an
Indemnified Party has determined has given or could give rise  to
a  right of indemnification under this Agreement, within 60  days
of  such determination, stating the amount of the Loss, if known,
and method of computation thereof, and containing a reference  to
the  provisions of this Agreement in respect of which such  right
of  indemnification is claimed or arises; provided, however, that
the  failure  to  provide  such  notice  shall  not  release  the
Indemnifying Party from any of its obligations under this Article
XIII  except  to  the  extent  that  the  Indemnifying  Party  is
materially  prejudiced by such failure and shall not relieve  the
Indemnifying Party from any other obligation or Liability that it
may  have  to  any  Indemnified Party otherwise than  under  this
Article   XIII.    The   obligations  and  Liabilities   of   the
Indemnifying Party under this Article XIII with respect to Losses
arising from claims of any third party which are subject  to  the
indemnification provided for in this Article XIII  ("Third  Party
Claims")  shall  be  governed  by  and  be  contingent  upon  the
following  additional terms and conditions:   if  an  Indemnified
Party  shall  receive  notice  of  any  Third  Party  Claim,  the
Indemnified  Party shall give the Indemnifying  Party  notice  of
such  Third  Party  Claim within 30 days of the  receipt  by  the
Indemnified  Party  of such notice; provided, however,  that  the
failure to provide such notice shall not release the Indemnifying
Party  from any of its obligations under this Article XIII except
to   the   extent  that  the  Indemnifying  Party  is  materially
prejudiced by such failure and shall not relieve the Indemnifying
Party from any other obligation or Liability that it may have  to
any Indemnified Party otherwise than under this Article XIII.  If
the Indemnifying Party acknowledges in writing its obligation  to
indemnify the Indemnified Party hereunder against any Losses that
may  result  from  such Third Party Claim, then the  Indemnifying
Party shall be entitled to assume and control the defense of such
Third  Party  Claim  at its expense and through  counsel  of  its
choice  if  it  gives notice of its intention to  do  so  to  the
Indemnified  Party within 20 days of the receipt of  such  notice
from  the  Indemnified Party; provided, however,  that  if  there
exists  or  is reasonably likely to exist a conflict of  interest
that  would  make  it  inappropriate  for  the  same  counsel  to
represent both the Indemnified Party and the Indemnifying  Party,
then  the Indemnified Party shall be entitled to retain  its  own
counsel  in  each  jurisdiction for which the  Indemnified  Party
determines   counsel  is  required,  at  the   expense   of   the
Indemnifying Party; provided, further, that in no event shall the
Indemnifying  Party be liable for the fees and expenses  of  more
than  one law firm for the Indemnified Party.  In the event  that
the  Indemnifying Party exercises the right to undertake any such
defense against any such Third Party Claim as provided above, the
Indemnified Party shall cooperate with the Indemnifying Party  in
such defense and make available to the Indemnifying Party, at the
Indemnifying  Party's expense, all witnesses, pertinent  records,
materials  and information in the Indemnified Party's  possession
or  under the Indemnified Party's control relating thereto as  is
reasonably required by the Indemnifying Party.  Similarly, in the
event   the   Indemnified  Party  is,  directly  or   indirectly,
conducting  the defense against any such Third Party  Claim,  the
Indemnifying Party shall cooperate with the Indemnified Party  in
such defense and make available to the Indemnified Party, at  the
Indemnifying  Party's  expense,  all  such  witnesses,   records,
material  and information in the Indemnifying Party's  possession
or  under the Indemnifying Party's control relating thereto as is
reasonably  required  by the Indemnified Party.   No  such  Third
Party Claim may be settled by the Indemnifying Party without  the
prior  written  consent of the Indemnified Party,  which  consent
shall   not  be  unreasonably  withheld  or  delayed  (it   being
understood  that the withholding of a consent with respect  to  a
settlement that provides a full release to the Indemnified  Party
and imposes no material duties on the Indemnified Party shall  be
unreasonable).   In  the  event the

<PAGE>  41

Indemnified  Party  withholds consent to a settlement proposed to
the Indemnified Party by  the Indemnifying Party, the Indemnified
Party shall be liable for any Losses  arising out of the underlying
Third Party  Claim  to  the extent  such  Losses  exceed  the  amounts
under  such  proposed settlement.

     Section 13.04  Punitive Damages.  Under no circumstances shall
either  Party  be liable to the other Party for punitive  damages
arising  out  of  the  undertakings  in  this  Article  XIII   or
otherwise,  except to the extent, if any, that such damages  have
been awarded to third parties with respect to claims for which  a
Party is entitled to be indemnified hereunder.


                           ARTICLE XIV
                TERMINATION, AMENDMENT AND WAIVER

     Section 14.01  Termination.  This Agreement may be terminated:

          (a)  in writing by mutual consent of the Parties;

          (b)  by SBF pursuant to Section 12.01(c);

          (c)  by TF pursuant to Section 12.02(d);

          (d)  by either SBF or TF if TF does not obtain the Financing
Commitments on or before June 30, 2004;

          (e)  by either SBF or TF, if Commencement of Construction has not
occurred on or before September 30, 2004;

          (f)  by either SBF or TF if the Start-Up Date shall not have
occurred by December 31, 2006; provided, however, that the right
to terminate this Agreement under this Section 14.01(f) shall not
be available to any Party whose failure to fulfill any obligation
under this Agreement shall have been the cause of, or shall have
materially contributed to or resulted in, the failure of the
Start-Up Date to occur on or prior to such date;

          (g)  by either SBF or TF in accordance with Section 11.11; or

          (h)  by TF in the event TF is unable to obtain accounts
receivable financing with respect to the Receivables on
commercially reasonable terms (taking into account TF's financial
condition), and SBF does not elect to provide such accounts
receivable financing on commercially reasonable terms (taking
into account TF's financial condition) within 60 Business Days
after SBF receives notice from TF.

     Section  14.02   Effect of Termination.   In  the  event  of
termination of this Agreement pursuant to Section 14.01:

          (a)  all outstanding payment obligations of TF under this
Agreement and the Promissory Note accrued as of the date of  such
termination  shall be immediately due and payable  (except  that,
(i)  if  this Agreement is terminated by SBF pursuant to  Section
12.01(c),  the

<PAGE>  42

entire unpaid principal balance plus  all  accrued interest  under
the  Promissory Note  shall  accelerate  and  be immediately  due
and payable; and (ii) as of  the  date  of  any termination of this
Agreement pursuant to Section 14.01, (A)  all unpaid Legacy Systems
Fees accrued from the time such fees became payable  in accordance
with this Agreement shall be paid  by  TF, (B)  no  further installments
with respect to the Legacy  Systems Fee  shall be due thereafter, and
(C) unless TF elects to acquire and  pays  for  a  fully paid-up license
to  the  Legacy  Systems pursuant  to  Section 9.06(d), TF shall have  no
further  right, title or interest with respect to the Legacy Systems);

          (b)  all outstanding payment obligations of the Seaboard Entities
under this Agreement accrued as of the date of such termination
shall be immediately due and payable (except that the aggregate
Receivables payable pursuant to Schedule 11.15 for which TF has
not received payment as of the date of such termination shall, to
the extent after such date either Seaboard Entity collects the
applicable Product Price from customers related to such
Receivables, be immediately due and payable); and

          (c)  this Agreement shall forthwith become void and there shall
be no liability on the part of any Party except for obligations
under Section 11.04 (Confidential Information), Section 11.05
(Public Announcements), Article XIII (Indemnification) and
Article XV (Miscellaneous Provisions), all of which shall survive
the date of such termination.  Notwithstanding the foregoing, (i)
any amounts which are or would become otherwise payable under
this Agreement or the Promissory Note by the Seaboard Entities or
TF for TF Plant Products sold or for services rendered by the
Seaboard Entities or TF hereunder prior to the effective date of
the termination of this Agreement shall (except to the extent
otherwise provided in Section 14.02(a) or 14.02(b)) continue to
be payable in accordance with the terms of this Agreement or the
Promissory Note until paid in full; and (ii) nothing contained
herein shall relieve any Party from liability for any breach of
this Agreement.

     Section 14.03  Perpetual Term.  It is the intent of the Parties
that  unless  this  Agreement is terminated pursuant  to  Section
14.01, this Agreement shall continue in effect in perpetuity.


                           ARTICLE XV
                    MISCELLANEOUS PROVISIONS

     Section 15.01  Expenses.  Except as otherwise expressly provided
herein,  all costs and expenses, including fees and disbursements
of  counsel,  financial  advisors and  accountants,  incurred  in
connection  with this Agreement and the transactions contemplated
hereby  shall  be  paid  by the Party incurring  such  costs  and
expenses.

     Section 15.02  Notices.

          (a)   All notices, requests, claims, demands and  other
communications hereunder shall be in writing and shall  be  given
(and  shall  be deemed to have been duly given upon  receipt)  by
delivery  in  person, by fax, or by registered or certified  mail
(postage  prepaid,  return receipt requested) to  the  respective
Parties at the following addresses (or at such other address  for
a  Party  as  shall be specified in a notice given in  accordance
with this Section 15.02(a)):

<PAGE>  43

     if to the Seaboard Entities:      Seaboard Farms, Inc.
                                       9000 West 67th Street
                                       Suite 200
                                       P.O. Box 29135
                                       Shawnee Mission, KS 66201
                                       Fax:  (913) 261-2626
                                       Attn:  President

     with a copy to:                   Seaboard Corporation
                                       9000 West 67th Street
                                       Suite 300
                                       P.O. Box 2972
                                       Shawnee Mission, KS 66201
                                       Fax:  (913) 676-8978
                                       Attn:  General Counsel

     if to TF or any TF Member:        Triumph Foods LLC
                                       8207 Melrose Drive
                                       Suite 160
                                       Lenexa, KS  66214
                                       Fax:  (913) 894-8280
                                       Attn:  Chief Executive Officer

     with a copy to:                   Bob Christensen
                                       Christensen Family Farms
                                       23971 County Road 10
                                       P.O. Box 381
                                       Sleepy Eye, MN  56085

          (b)  Notwithstanding the foregoing, all notices and other
communications  pursuant to Article VI, Article VII,  Article  IX
and  Article X shall be in writing and shall be given (and  shall
be  deemed  to have been duly given upon receipt) by delivery  in
person  or  by  registered or certified  mail  (postage  prepaid,
return receipt requested) or by fax to the respective Parties  at
the following addresses (or at such other address for a Party  as
shall  be  specified  in a notice given in accordance  with  this
Section 15.02(b)):

     if to SBF:                        Seaboard Farms, Inc.
                                       9000 West 67th Street
                                       Suite 200
                                       P.O.  Box 29135
                                       Shawnee Mission, KS  66201
                                       Fax:  (913) 261-2626
                                       Attn: Director of Finance and Accounting

<PAGE>  44

     if to TF:                         Triumph Foods LLC
                                       8207 Melrose Drive
                                       Suite 160
                                       Lenexa, KS  66214
                                       Fax:  (913) 894-8280
                                       Attn:  Chief Financial Officer

          (c)  Notwithstanding the foregoing, all notices and other
communications pursuant to Section 9.02 shall be made  via  email
at  such addresses as each Party shall specify in a notice  given
in accordance with Section 15.02(b).

     Section 15.03  Binding Effect; Assignment.  This Agreement shall
be binding upon and shall inure to the benefit of the Parties and
their respective successors and permitted assigns.  No Party  may
assign,  delegate  or otherwise transfer any  of  its  rights  or
obligations  under  this  Agreement  (by  operation  of  Law   or
otherwise)  without  the  consent  of  the  other  Party  hereto;
provided, however, that either Party may assign this Agreement or
any  of  its rights and obligations hereunder (a) to one or  more
Affiliates  and  (b) to a Third Party Offeror in accordance  with
Schedule  11.14, in either case without the consent of the  other
Party, provided that such assignee assumes in writing all of  the
assignor's  obligations  hereunder; and provided,  further,  that
nothing  hereunder shall relieve any assignor of its  obligations
hereunder;  and provided, further, that (i) SBF may  assign  this
Agreement or any of its rights and obligations hereunder, without
the consent of TF, to another wholly owned subsidiary of Seaboard
to  which the Guymon Plant is transferred (whereupon SBF shall be
relieved  of all obligations hereunder and shall cease  to  be  a
party  hereof), provided that such assignee (A) is of  comparable
financial condition to SBF, (B) is able to perform all  of  SBF's
obligations  hereunder, and (C) assumes in writing all  of  SBF's
obligations  hereunder; and (ii) TF may collaterally assign  this
Agreement or any of its rights and obligations hereunder, without
the  consent  of  SBF,  to  a lender  as  security  for  TF  debt
financing..

     Section 15.04  Severability.  If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced
by  any  Law or public policy, all other terms and provisions  of
this Agreement shall nevertheless remain in full force and effect
for   so  long  as  the  economic  or  legal  substance  of   the
transactions  contemplated by this Agreement is not  affected  in
any  manner  materially  adverse  to  either  Party.   Upon  such
determination  that  any  term  or other  provision  is  invalid,
illegal or incapable of being enforced, the parties hereto  shall
negotiate in good faith to modify this Agreement so as to  effect
the  original intent of the Parties as closely as possible in  an
acceptable manner in order that the transactions contemplated  by
this Agreement are consummated as originally contemplated to  the
greatest extent possible.

     Section 15.05  Entire Agreement; Amendment; Waiver.

          (a)  This Agreement supersedes all negotiations, agreements
(including  the  Confidentiality  Agreement)  and  understandings
among  the Parties with respect to the subject matter hereof  and
constitutes  the entire agreement among the Parties with  respect
hereto.   The  Parties  hereby  agree  that  the  Confidentiality
Agreement is terminated as of the date hereof and that, as of and
after  the  date hereof, neither Party shall have  any  right  or
obligation thereunder.

<PAGE>  45

          (b)  This Agreement may not be amended or modified except (i) by
an instrument in writing signed by or on behalf of each Party
hereto; or (ii) by a waiver in accordance with Section 15.05(c).
Notwithstanding anything to the contrary contained in this
Section 15.05(b), (A) SBF shall have the right to amend Schedule
1.01(c) (SBF Account), Schedule 1.01(d) (SBF Competitors),
Schedule 3.10(a) (SBF Marks) and Schedule 3.11 (SBF Supply
Agreements) in its commercially reasonable discretion, consistent
with the purposes and intent of this Agreement, without the
approval of, but upon reasonable notice to, TF; and (B) TF shall
have the right to amend Schedule 1.01(b) (TF Competitors) and
Schedule 4.11 (TF Supply Agreements) in its commercially
reasonable discretion, consistent with the purposes and intent of
this Agreement, without the approval of, but upon reasonable
notice to, SBF.

          (c)  Any agreement on the part of a Party to any extension or
waiver of any provision hereof shall be valid only if set forth
in an instrument in writing signed on behalf of such Party.  A
waiver by a Party of the performance of any covenant, agreement,
obligation, condition, representation or warranty shall not be
construed as a waiver of any other covenant, agreement,
obligation, condition, representation or warranty.  A waiver by
any Party of the performance of any act shall not constitute a
waiver of the performance of any other act or an identical act
required to be performed at a later time.

     Section 15.06  No Third Party Beneficiaries; No Relationship.
Neither this Agreement nor any provision hereof is intended to or
shall confer upon any Person other than the Parties any rights or
remedies   hereunder.   This  Agreement   does   not   create   a
partnership,  joint  venture or agency relationship  between  the
Parties,  and  neither Party shall be deemed to  have  an  equity
interest in the other Party by virtue of this Agreement.

     Section 15.07  Governing Law.  This Agreement shall be governed
by  and  construed and enforced in accordance with  the  internal
Laws  of  the State of Kansas without reference to its choice  of
law rules.

     Section 15.08  Survival of Representations and Warranties.  The
representations and warranties of each of SBF and TF contained in
this Agreement shall survive the execution of this Agreement  and
the   consummation  of  the  transactions  contemplated  by  this
Agreement for a period of one year after the Commencement Date.

     Section 15.09  Dispute Resolution.

          (a)  Either Party may, acting reasonably, dispute any computation
or  other  amount made or provided for pursuant to this Agreement
or  the  Promissory Note, but only on the basis that such amounts
were  not  computed  in  accordance with this  Agreement  or  the
Promissory  Note  or  were arrived at based  on  mathematical  or
clerical error; provided, however, that the disputing Party shall
have  delivered to the other Party a written notice  (a  "Dispute
Notice"), specifying the estimated amount thereof in dispute  and
setting forth, in reasonable detail, the basis for such dispute.

          (b)  In the event a Party delivers a Dispute Notice in accordance
with Section 15.09(a), the Parties shall attempt to reconcile
such dispute, and any resolution by them as to any disputed
amounts shall be final, binding and conclusive on the Parties.
If the Parties

<PAGE>  46

are unable to reach a resolution with such effect within 15 Business
Days after the receipt by the non-disputing Party of the Dispute Notice,
then the Parties shall submit the items remaining in dispute for
resolution to an independent accounting firm of national reputation
mutually acceptable to the Parties (the "Independent Accounting Firm"),
which shall, within 30 Business Days after such submission, determine
and report to the Parties upon such remaining disputed items, and such report
shall be final, binding and conclusive on the Parties.  The fees
and disbursements of the Independent Accounting Firm shall be
allocated by the Independent Accounting Firm between the Parties
in a manner deemed appropriate by the Independent Accounting Firm
based upon the relative merits of the respective Parties with
respect to the disputed items so submitted to the Independent
Accounting Firm.

          (c)  Except as otherwise provided in Sections 15.09(a) and (b),
any dispute arising out of, or in connection with, this Agreement
involving an aggregate amount of $500,000 or less shall be fully
and finally settled by arbitration pursuant to the rules of the
American Arbitration Association.  Such arbitration shall be
conducted and finally settled by a sole arbitrator jointly
selected by the Parties.  Such arbitrator (i) shall be and remain
at all times wholly impartial and shall provide the Parties with
a statement that he can and shall decide the case impartially,
(ii) shall not have any financial interest (directly or
indirectly) in the dispute or any financial dependence (directly
or indirectly) upon either Party, and (iii) shall be
knowledgeable with respect to the industry in which the Parties
conduct their respective businesses and the Law applicable to
such industry.  If the Parties fail to agree on the arbitrator
within 30 days after the initiation of the arbitration, then the
American Arbitration Association shall appoint the arbitrator.
Unless otherwise agreed by the Parties, such arbitration shall be
conducted in the greater Kansas City area, and the Parties shall
be entitled to engage in depositions and discovery as provided
for in the United States Federal Rules of Civil Procedure.
Judgment on the award of the arbitrator may be entered by any
court of competent jurisdiction.

          (d)  Except as otherwise provided in Sections 15.09(a) and (b),
in the event of a dispute arising out of, or in connection with,
this Agreement involving an aggregate amount in excess of
$500,000 (a "Non-Arbitral Dispute"), the Parties shall
immediately refer such Non-Arbitral Dispute to a person
designated by the chief executive officer of TF and a person
designated by the chief executive officer of SBF.  The two
designees shall, acting in good faith, attempt to resolve such
Non-Arbitral Dispute within 20 days after the commencement of
discussions between such designees.  If a Non-Arbitral Dispute is
not resolved within such 20-day period, the Parties shall
litigate such dispute in a non-jury trial brought in a court of
competent jurisdiction sitting in the State of Kansas.  Each
Party hereby (i) consents to the exclusive jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any
such suit, action or proceeding arising out of a Non-Arbitral
Dispute and (ii) irrevocably waives and agrees not to assert by
way of motion, defense or otherwise in any such suit, action or
proceeding, any claim that it is not subject personally to the
jurisdiction of such courts, that its property is exempt or
immune from attachment or execution, that such suit, action or
proceeding is brought in an inconvenient forum, that the venue of
the suit, action or proceeding is improper or that this Agreement
or the transactions contemplated by this Agreement may not be
enforced in or by any such court.

<PAGE>  47

          (e)  EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW ANY RIGHT THAT IT MAY HAVE TO A TRIAL
BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH A NON-ARBITRAL
DISPUTE.  EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (II)
ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.09(e).

     Section 15.10  Headings.  The titles, captions and table  of
contents contained herein are inserted herein only as a matter of
convenience and for reference and in no way define, limit, extend
or  describe  the scope of this Agreement or the  intent  of  any
provision hereof

     Section  15.11   Specific Performance.   Each  Party  hereby
acknowledges  that  the rights of each Party  to  consummate  the
transactions  contemplated  hereby are  special,  unique  and  of
extraordinary  character and that, in the event  that  any  Party
violates or fails or refuses to perform any covenant or agreement
made  by  it  herein, the non-breaching Party may be  without  an
adequate remedy at law.  In the event that any Party violates  or
fails  or  refuses to perform any covenant or agreement  made  by
such  Party herein, the non-breaching Party may, subject  to  the
terms hereof and in addition to any remedy at law for damages  or
other  relief, institute and prosecute an action in any court  of
competent  jurisdiction to enforce specific performance  of  such
covenant or agreement or seek any other equitable relief

     Section 15.12  Counterparts.  This Agreement may be executed 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 or the terms hereof to produce or account for more than
one of such counterparts.

<PAGE>  48

      IN  WITNESS WHEREOF, the Parties have caused this Agreement
to  be  executed,  as of the date first written above,  by  their
respective officers thereunto duly authorized.




                              SEABOARD CORPORATION



                              By:    /s/Robert L. Steer
                              Name:  Robert L. Steer
                              Title: Senior  Vice  President, Chief Financial
                                     Officer and Treasurer


                              SEABOARD FARMS, INC.



                              By:    /s/Rod Brenneman
                              Name:  Rod Brenneman
                              Title: President



                              TRIUMPH FOODS LLC



                              By:    /s/ Rick J. Hoffman
                              Name:  Rick J. Hoffman
                              Title: Chief Executive Officer

<PAGE>

     IN WITNESS WHEREOF, for purposes of Article V, Section 11.04
and Section 11.14 only, the TF Members have caused this Agreement
to  be  executed,  as of the date first written above,  by  their
respective officers thereunto duly authorized.




                              AGRO BAUER, LLC



                              By:    /s/ Baxter Gutknecht
                              Name:  Baxter Gutknecht
                              Title: President



                              ASPEN PORK PRODUCTION, LLC



                              By:    /s/ Gary W. Koch
                              Name:  Gary W. Koch
                              Title: Authorized Representative



                              COTTONWOOD RIVER, LLC



                              By:    /s/ Robert A. Christensen
                              Name:  Robert A. Christensen
                              Title: President



                              EICHELBERGER FARMS, INC.



                              By:    /s/ Dave Eichelberger
                              Name:  Dave Eichelberger
                              Title: President


<PAGE>


                              IC PORK, L.L.P.



                              By:    /s/ Brad Freking
                              Name:  Brad Freking
                              Title: Managing Partner



                              KRONSEDER FARMS, INC.



                              By:    /s/ Carl Stoner
                              Name:  Carl Stoner
                              Title: Vice President and  Chief
                                     Financial Officer



                              NFP WEST R.L.L.P.



                              By:    /s/ Brad Freking
                              Name:  Brad Freking
                              Title: Managing Partner



                              OAK RESEARCH FARMS, INC.



                              By:    /s/ John McCully Jr.
                              Name:  John McCully Jr.
                              Title: Secretary


<PAGE>


                              SOUTHERN MINNESOTA FARMS, LLC



                              By:    /s/ MaryAnn Christensen
                              Name:  MaryAnn Christensen
                              Title: President



                              THE HANOR COMPANY, INC.



                              By:    /s/ Baxter Gutknecht
                              Name:  Baxter Gutknecht
                              Title: Senior Vice President



                              TRIOAK FOODS, INC.



                              By:    /s/ Randall Pflum
                              Name:  Randall Pflum
                              Title: Chief Executive Officer



                              UPPER MIDWEST SWINE MANAGEMENT, LLC



                              By:    /s/ Glen Christensen
                              Name:  Glen Christensen
                              Title: President


<PAGE>


                              ALLIED PRODUCERS' COOPERATIVE



                              By:    /s/ Gerald Schmidt
                              Name:  Gerald Schmidt
                              Title: Chairman


                    EXHIBIT AND SCHEDULES TO
                       MARKETING AGREEMENT


Following is a list of the Exhibit and Schedules to the Marketing
Agreement,  which are omitted from the Marketing Agreement  which
is  filed  with  the Securities and Exchange Commission  ("SEC").
Seaboard  Corporation ("Seaboard") undertakes to provide  to  the
SEC the Exhibit or any of the Schedules, as requested, subject to
Seaboard's  right  to  request confidential treatment  under  the
Freedom of Information Act.

Exhibit A -- Form of Promissory Note

Schedule 1.01(a) -- Employee Costs
Schedule 1.01(b) -- TF Competitors
Schedule 1.01(c) -- SBF Account
Schedule 1.01(d) -- SBF Competitors
Schedule 3.10(a) -- SBF Marks
Schedule 3.10(b) -- Legacy Systems
Schedule 3.11 -- SBF Supply Agreements
Schedule 4.02 -- TF Members
Schedule 4.04 -- TF Governmental Approvals
Schedule 4.06 -- TF Insurance Standards
Schedule 4.11 -- TF Supply Agreements
Schedule 8.01 -- Start-Up Fees
Schedule 9.01 -- Minimum Capability Requirements
Schedule 9.02(a) -- Start-Up Scheduling
Schedule 9.03 -- SBF Services
Schedule 9.07(b) -- Third Party Fees
Schedule 10.02 -- Hog Quality Standards
Schedule 11.14 -- Additional Agreements of the Parties  and  TF Members
Schedule 11.15 -- Additional Agreements of the Parties

<PAGE>




</TEXT>
</DOCUMENT>
