Harry E. Peaden, Jr. - Page 4




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               During 1993, Country-Fed entered into separate agreements              
          (collectively, master leases)2 with World Omni Leasing, Inc.                
          (World Omni), McCullagh Leasing, Inc. (McCullagh), and Automotive           
          Rentals, Inc. (ARI) (collectively, the lessors) covering                    
          approximately 565 trucks, with attached refrigeration units,                
          (trucks) for the following duration:  9 trucks for 50 months, 1             
          truck for 40 months, 10 trucks for 36 months, 321 trucks for 30             
          months, 72 trucks for 24 months, 114 trucks for 18 months, and 38           
          trucks for 12 months (collectively, lease transactions).  Each of           
          the trucks has a useful life that extends beyond its respective             
          lease term.  Country-Fed provides the trucks to direct sellers              
          who use the trucks daily to distribute Country-Fed's products.              
               The master leases were negotiated at arm's length and                  
          contain the general provisions for individual lease transactions            
          covering each of the trucks.  Country-Fed and the lessors adhered           
          to the contractual terms of their respective master lease                   
          agreements.  Country-Fed is not required to make a downpayment in           
          conjunction with any of the lease transactions.                             
               The lessors realized a more than de minimis pretax economic            
          benefit from each of the lease transactions.  As a part of each             



          2    The master leases are similar to one another in both form              
          and substance.  To the extent that there are any important                  
          differences in the master leases, we will refer to the master               
          leases separately.                                                          




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