Exhibit 2.1

AGREEMENT TO FORM A LIMITED LIABILITY COMPANY,
TRANSFER ASSETS THERETO, AND PURCHASE
UNITS OF MEMBERSHIP THEREIN

        THIS Agreement to Form a Limited Liability Company, Transfer Assets Thereto, and Purchase Units of Membership Therein (the “Agreement”) is effective as of the 28th day of July, 2005, by and among Hillandale Farms of Florida, Inc. and Hillandale Farms, Inc. (either “Members” or “Hillandale Companies”) and Jack E. Hazen, Jack E. Hazen, Jr., Homer E. Hunnicut, Jr., Orland R. Bethel and Dorman W. Mizell (the “Shareholders”). The Members and Shareholders are collectively known as the “Sellers,” and Cal-Maine Foods Inc., a Delaware corporation (“Cal-Maine”). Cal-Maine and the Sellers may hereinafter be referred to as the “Parties.” The new limited liability company which is to be formed pursuant to this Agreement shall be formed under the name Hillandale, LLC (“Company”).

        NOW, THEREFORE, in consideration of the mutual covenants and promises and of the premises and provisions contained in this Agreement, and the Parties intending to be legally bound thereby, the Parties agree:

        1.        FORMATION OF THE COMPANY.  The Parties agree to form a new limited liability company under the laws of the State of Florida, such company to be named Hillandale, LLC. The Hillandale Companies shall be the initial members of the Company for the purpose of its formation only.

        2.        GOVERNANCE AND STRUCTURE OF THE COMPANY.

                    2.1       LLC AGREEMENT.  The Parties agree to enter into a Limited Liability Company Agreement in the form and content set forth in Schedule 2.1 hereto.

                    2.2       The affairs of the Company shall be managed by a Board of Directors which shall consist of five (5) members. Three (3) members of such board shall be selected by and represent Cal-Maine. Two (2) members of the board shall be selected by and represent the Hillandale Companies. Such composition of the Board of Directors shall continue until such time as Cal-Maine has acquired all of the Units of Membership of the Company at which time the Company shall become a wholly-owned subsidiary of Cal-Maine and shall be managed in such manner as Cal-Maine shall then determine.

                    2.3.              Chief Operating Officer. The Board of Directors of the Company shall appoint a Chief Operating Officer who shall be responsible for the day-to-day operation of the Company, subject to the general control and direction of the Board of Directors. The initial Chief Operating Officer shall be Jack Hazen.. The Board of Directors shall select a Chief Operating Officer each year, along with such other officers as the Board of Directors deems necessary or appropriate and as permitted under the Limited Liability Company Agreement.

                    2.4              Units of Membership. The Company shall be authorized to issue __________ Units of Membership. Upon making the contributions to capital as set forth in paragraph 3 hereof, initially all of the authorized Units of Membership shall be issued to the Hillandale Companies with Hillandale Farms of Florida, Inc. receiving ____ Units of Membership and Hillandale Farms, Inc. receiving _______ Units of Membership.

        3.              INITIAL CONTRIBUTIONS TO CAPITALOF THE COMPANY BY THE HILLANDALE COMPANIES. Set forth on Schedules 3 and 3.1 hereto is a listing of assets and liabilities which shall be transferred to the Company by the Hillandale Companies in consideration and in exchange for the number of Units of Membership set forth in paragraph 2.4. Schedule 3 lists values for certain of the assets scheduled thereon. Such values have been agreed to by the Hillandale Companies and Cal-Maine. The assets to be transferred to the Company by the Hillandale Companies shall be free and clear of all liens or encumbrances of any nature except such liabilities as may be specifically approved by Cal-Maine and set forth in Schedules 3 and 3.1.

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                    3.1       Current or Other Assets. In addition to the assets set forth on Schedule 3, the Hillandale Companies shall also transfer to the Company the assets scheduled on Exhibit 3.1.  All costs of such transfer shall be paid by the Hillandale Companies.  No value has been assigned to the current assets scheduled on Exhibit 3.1, and the value of such assets shall be established as of the Inventory Date as provided in paragraph 4 hereof.

        4.              EVALUATION OF CURRENT OR OTHER ASSETS. The assets set forth on Schedule 3.1 shall be valued as of the Saturday first following the execution of this Agreement (the “Inventory Date”). The assets to be inventoried and valued as of the Inventory Date and the manner of valuing such assets shall be as follows:

                    4.1       Packaging Materials. All packaging materials that are current and usable, including egg cartons, cases, filler flats, liners, and similar items will be valued at cost as verified by the vendor who sold the respective items to the Hillandale Companies. It is expressly agreed that damaged or obsolete packaging materials are not to be transferred to the Company nor valued.

                    4.2       Egg Inventories. On the Inventory Date, all eggs held by the Hillandale Companies will be inventoried. The price or value therefor shall be equal to the market price for the class of egg involved as of the Inventory Date adjusted to FOB plant less 1¢ per dozen.

                    4.3       Feed Inventory. All finished feed in feed bins at the layer and grower houses of the Hillandale Companies, all finished feed at the Hillandale Companies’ feed mills, and feed ingredients at such mills will be transferred by the Hillandale Companies to the Company and the value will be the market value thereof at Inventory Date.

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                    4.4       Laying Hen and Replacement Pullet Flocks. All laying hens and replacement pullet flocks owned by the Hillandale Companies shall be transferred to the Company and will be valued at book value as of the Inventory Date as shown on the books of the Hillandale Companies.

                    4.5       Interest in American Egg Products. The Hillandale Companies’ interest in American Egg Products shall be deemed to be the net book value thereof as shown on the books of American Egg Products as of the accounting period Closing Date of American Egg Products nearest to the Inventory Date.

                    4.6       Quality Egg Company. The value of Quality Egg in Miami, Florida, will be fixed at its net book value as of the Inventory Date. Schedule 4.6 sets forth pertinent information concerning litigation with certain former key employees of the Hillandale Companies.

        5.              PURCHASE OF MEMBERSHIP UNITS OF THE COMPANY BY CAL-MAINE. Cal-Maine agrees to purchase from the Hillandale Companies, and the Hillandale Companies hereby agree to sell to Cal-Maine, all of the Units of Membership of the Company issued to the Hillandale Companies as provided in paragraph 2.4 above. The purchase of such Membership Units by Cal-Maine shall take place at Closing, as hereinafter defined, and in a series of Subsequent Purchases over the four-year period immediately following Closing.

                    5.1       Purchase at Closing by Cal-Maine. At Closing Cal-Maine shall purchase fifty-one percent (51%) of the Units of Interest of the Company, such fifty-one percent (51%) to be composed of ______ Units to be acquired from Hillandale Farms of Florida, Inc. and ______ Units to be acquired from Hillandale Farms, Inc. The purchase price to be paid by Cal-Maine for the Units of Membership purchased at Closing and the manner of payment shall be as set forth in paragraph 6 hereof.

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                    5.2       Subsequent Purchases by Cal-Maine. After the Closing, Cal-Maine agrees to buy from the Hillandale Companies, and the Hillandale Companies agree to sell to Cal-Maine the remaining forty-nine percent (49%) of the Units of Interest of the Company (the “Subsequent Purchases”). Such Subsequent Purchases shall be made in accordance with the following schedule:

                                        5.2.1       At approximately twelve (12) months after Closing, Cal-Maine shall acquire an additional thirteen percent (13%) of the total Membership Units.

                                        5.2.2       At approximately twenty-four (24) months after Closing, Cal-Maine shall acquire an additional twelve percent (12%) of the total Membership Units.

                                        5.2.3       At approximately thirty-six (36) months after Closing, Cal-Maine shall acquire an additional twelve percent (12%) of the total Membership Units.

                                        5.2.4       At approximately forty-eight (48) months after Closing, Cal-Maine shall acquire the remaining twelve percent (12%) of total Units of Membership of the Company.

                                        5.2.5       The Subsequent Purchases by Cal-Maine as provided in subparagraph 5.2 above shall be made from the Hillandale Companies with ______% being purchased from Hillandale Farms of Florida, Inc. and _____ % from Hillandale Farms, Inc. The specified date of such purchase shall be the “Subsequent Purchase Dates.”

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        6.        COMPUTATION OF PURCHASE PRICE TO BE PAID BY CAL-MAINE.

                    6.1       Closing Purchase Price. The purchase price to be paid by Cal-Maine for the fifty-one percent (51%) of the Units of Membership of the Company acquired by Cal-Maine at Closing shall be a sum equal to fifty-one percent (51%) of the total of the values shown on Schedule 3 and computed in accordance with paragraph 4.

                    6.2       Purchase Price for Purchases of Membership Units by Cal-Maine After Closing. The purchase price to be paid by Cal-Maine for purchases of Units of Membership as provided in paragraph 5.2 will be the book value of the Units of Membership purchased as of the Purchase Date computed as follows:

                                        6.2.1       The Hillandale Companies’ capital accounts will be equal to forty-nine percent (49%) of the total of the values shown in Schedule 3 and computed in accordance with paragraph 4.

                                        6.2.2       The Hillandale Companies’ capital accounts will be increased for any additional capital contributions made by the Hillandale Companies and decreased for any distributions made to the Hillandale Companies.

                                        6.2.3       The Hillindale Companies’ capital accounts will be either increased or decreased to reflect the Hillandale Companies’ proportionate share of the earnings or losses of the Company.

                                        6.2.4       The earnings and losses of the Company will be determined using the accounting policies, procedures and practices approved by Cal-Maine. Assets contributed to the Company by the Hillandale Companies in consideration for their Units of Membership will be recorded on the books of the Company at an amount equal to the initial net purchase price paid therefore by Cal-Maine at Closing. Cal-Maine agrees that until such time as the Company is wholly owned by Cal-Maine, the Company will not be allocated any “home office”expenses of Cal-Maine.

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                                        6.2.5       The inventories needed to perform the purchase price computations provided in subparagraphs 6.2.1 through 6.2.4 above shall be done on Subsequent Inventory Dates which shall be the Saturday nearest twelve months, twenty-four months, thirty-six months and fourty-eight months following the Inventory Date.

                    6.3       Payment of Purchase Price. All payments of the Purchase Price by Cal-Maine shall be by wire transfer to the Hillandale Companies into such accounts as may be directed by the Hillandale Companies at Closing.

        7.       CLOSING. The Closing of the transaction contemplated hereby (the “Closing”) will take place at the offices of Cal-Maine Food, Inc., in Jackson, Mississippi, at the earliest practical date following the Inventory Date, but only after the satisfaction of all terms and conditions set forth herein.

        8.       REPRESENTATION AND WARRANTIES OF SELLERS. The Hillandale Companies, jointly and severally, and Jack Hazen, Jack E. Hazen, Jr., Homer E. Hunnicut, Jr., Orland R. Bethel and Dorman W. Mizell, to the best of their knowledge, represent and warrant to Cal-Maine, and acknowledge that Cal-Maine is relying on such representations and warranties in entering into and consummating this Agreement, that:

                    8.1       Standing. The Hillandale Companies are corporations duly organized, validly existing, and in good standing of the laws of the State of Florida and are duly qualified in all jurisdictions where their activities so require. The Hillandale Companies have the full corporate power and authority to own and transfer to the Company all of the assets of the Hillandale Companies shown on Schedules 3 and 3.1. The Hillandale Companies have full corporate power and authority to enter into this Agreement and all other Agreements contemplated hereby, and to consummate the transactions contemplated hereunder and there under. Each Shareholder has the full authority and capability to validly enter into this Agreement and to discharge such Shareholders’ duties and obligations hereunder and is not subject to any legal disability that could cause such Shareholders’ actions and obligations hereunder to not be valid.

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                    8.2       Authorization, Execution and Delivery of this Agreement. This Agreement has been duly authorized by all necessary corporate action of the Hillandale Companies and has been duly executed and delivered by the Hillandale Companies. The execution and delivery by the Hillandale Companies of this Agreement and the consummation by the Hillandale Companies of the transactions contemplated hereby will not conflict with nor constitute a violation of any provisions of the Articles of Incorporation or Bylaws of either Hillandale Company or any applicable law, regulation or contract to which they are subject or a party.

                    8.3       Execution and Delivery of this Agreement by Shareholders. This Agreement has been duly executed and delivered by the Shareholders. The execution and delivery by Shareholders of this Agreement and the consummation by the Shareholders of the transactions contemplated hereby will not conflict with or constitute a violation, breach or default under any applicable law, regulation, contract or trust agreement, and the Shareholders are not subject to any legal disability or impediment that would prevent their executing and consummating this Agreement.

                    8.4       Financial Statements. The Sellers shall provide Cal-Maine with financial statements of the Hillandale Companies as of the Inventory Date.

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                                        8.4.1       Such financial statements shall be audited by Douglas, Douglas and Farnsworth, Independent Certified Public Accountants.

                                        8.4.2       Such financial statements shall be certified as true and correct and as accurately presenting the financial conditions of the Hillandale Companies as of the Inventory Date by the Presidents and the Boards of Directors of each of the Hillandale Companies.

                                        8.4.3       The Hillandale Companies shall, until the Closing, maintain all of their books and records on an accounting and financial basis consistent with past practices.

                                        8.4.4       Cal-Maine shall have the right during the 90 day period following receipt of such financial statements to review the auditors’ work papers in order to confirm any post Closing adjustment to the purchase price computed pursuant to paragraphs 6.1 and 6.2.  Any needed adjustment, either as a result of such review of auditor’s work papers or as a result of any unrecorded liabilities, will be made by either increasing or decreasing the purchase price to be paid by Cal-Maine on the first Subsequent Purchase. 

                    8.5       Real and Personal Property. The Hillandale Companies own and have good and merchantable title to the respective real and personal property, plant and equipment as shown on Schedules 3 and 3.1, free and clear of any defects of title (except for taxes not yet due and payable). All assets used by the Hillandale Companies which are to be transferred to the Company are in good and serviceable condition for the purpose for which they shall be employed. All assets shown in Schedules 3 and 3.1 are to be transferred to the Company free and clear of any lien or encumbrance of any nature, except as disclosed on Schedules 3 and 3.1 and agreed to by Cal-Maine.

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                    8.6        ENVIRONMENTAL MATTERS.

                                        8.6.1       Compliance. The Hillandale Companies and the assets to be transferred by the Hillandale Companies to the Company are in compliance with all applicable Federal, State and Local laws, rules, regulations, ordinances and requirements relating to the environment.

                                        8.6.2       Hazardous Waste. The Hillandale Companies have never generated, transported, stored or disposed of any “hazardous waste” (as hereinafter defined) on any real property to be transferred by the Hillandale Companies to the Company and such real property and assets do not contain any hazardous waste. “Hazardous Waste” for the purposes of this Agreement shall include, without limitation: (1) hazardous substances or hazardous waste as those terms are defined by the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C.A. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C.A. § 6901 et seq., and any other applicable Federal, State or Local law, rule or regulation, ordinance or requirement, all as amended or hereinafter amended; (2) petroleum, including without limitation, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (3) any radioactive material, including without limitation any source, special nuclear or by-product material as defined in 42 U.S.C.A § 2011, et seq. and; (4) asbestos or any asbestoform minerals in any form or condition.

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                                        8.6.3       Environmental Survey. At least seven (7) days prior to Closing, the Sellers at the cost of the Hillandale Companies shall deliver to Cal-Maine a phase 1 environmental survey from a company acceptable to Cal-Maine showing the assets to be transferred by the Hillandale Companies to the Company to be in such environmental condition as to be acceptable to Cal-Maine’s lender. Such survey shall be addressed to Cal-Maine and such other entities or parties as Cal-Maine may subsequently designate.

                    8.7       Contracts. Except for this Agreement and any Agreement contemplated hereby, and such Agreements, Contracts or commitments as are shown in Schedule 8.7, or other Schedules of this Agreement, neither the Hillandale Companies nor the assets being transferred by the Hillandale Companies to the Company is a party to, or subject to any:

(a)

Written employment contract for the employment of any officer or employee which is not terminable without penalty and without payment to them to perform future services on thirty (30) days (or less) notice;

(b)

Collective Bargaining Agreement or other Agreement with any labor union or labor organization;

(c)

Agreement, indenture or other instrument related to the borrowing of money or the guarantee of any obligation for the borrowing of money;

(d)

Contract for the purchase of inventory materials, supplies, service, equipment or any item or items involving and in consideration of more than $1,000 per Contract or series of related Contracts and continuing over a period of twelve (12) months from the date of this Agreement;

(e)

Lease of personal property involving a consideration of more than $5,000 per lease or series of leases which has a term, including renewal options exercisable by any other party thereto, ending more than twelve (12) months after the date of this Agreement.

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                    8.8       Licenses and Permits. The Hillandale Companies have all governmental licenses, franchises, permits, privileges, immunities, approvals and other governmental authorizations (the “Governmental Authorizations”) necessary to permit the Hillandale Companies to conduct their businesses as the same are now conducted. The Hillandale Companies shall use all reasonable efforts to cause the governmental authorizations to continue in effect through and including the Closing Date and to be transferred to the Company where possible to cause the Company to be duly permitted and certified to conduct in its name the operations and businesses theretofore conducted by the Hillandale Companies. There are no citations, enforcement claims, or other notices alleging the violation of any law, governmental authorization, or regulation which have not been resolved or settled, except as shown on Schedule 8.8.

                    8.9       Tax Returns and Payments. The Hillandale Companies have timely filed all Federal, State, Foreign and Local income, real and personal property, employment and all other tax returns, reports and declarations of estimated tax or estimated tax deposit forms, tax information and reports required to be filed through December 31, 2004 and have paid all taxes, interest and penalties which have become due pursuant to such returns and reports or pursuant to any assessment received by either of them except for any taxes which are disclosed on Schedule 8.09 hereto, the validity of which the Hillandale Companies may be contesting in good faith and appropriate proceedings. Where such returns and reports have not been audited and approved or settled, there has not been any new waiver or extension of any applicable statute of limitations, and neither Hillandale Companies nor the Shareholders have received any notice of deficiency or adjustment.

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    8.10       Employee Benefit Plans. Schedule 8.10 to this Agreement is a list of all pension plans, as defined in Section 3.2 of the Employment Retirement Income Security Act of 1974, as amended (“ERISA”) maintained by the Hillandale Companies (the “Plans”) covering their employees and all bonus, profit sharing, option, or other type of employee benefit plans, arrangements with employees for bonuses, incentive compensation, deferred compensation, vacations, severance pay, retirement insurance or other employee benefits maintained by the Hillandale Companies in which their employees are participating. Copies of all Plans described in the preceding sentence have been delivered to Cal-Maine. The Plans are qualified under § 401(a) of the Internal Revenue Code of 1986 as amended (the “Code”) and the related Trusts are exempt under § 501(a) of the Code. None of the Plans have accumulated any funding deficiency (as defined in ERISA and § 412 of the Code) whether or not waived, and until the Closing Date all contributions to the Plan as necessary to satisfy the minimum funding requirements under ERISA have been and will be made prior to the date they are due. Except as set forth in Schedule 8.10; (1) there has been no violation of the reporting and disclosure requirements imposed under ERISA or the Code for which any penalty in a material amount has been or may be imposed with respect to any Plan; (2) no Plan has any liability of any nature other than for routine payments to be made in due course to participants and beneficiaries; (3) No event has occurred which would constitute a prohibited transaction under section 406 of ERISA; (4) there are no lawsuits or claims which have been or will be, prior to Closing, asserted or instituted against the assets of any trust under the Plans or against of the Plans; (5) there are no investigations pending by any governmental authority of the assets of any trust under the Plans or against any of the Plans; and (6) none of the Plans is a “Multi-Employer Plan” as defined in section 3(37) of ERISA, as amended by the Multi-Employer Pension Plan Amendment Act of 1980. It is expected that the Plans will be transferred to and continued by the Company.

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                    8.11       Certificate of Limited Liability Company and Limited Liability Company Agreement. Attached as Schedule 8.11 to this Agreement are true and correct copies of the Limited Liability Articles of Organization of the Company and a true and correct copy of the Limited Liability Company Agreement of the Company.

                    8.12       Capitalization. The Company is authorized to issue 1,000 Units of Membership all of which will be issued to and owned, free and clear of all liens and encumbrances, by the Hillandale Companies at Closing (the “Membership Units” or “Units of Membership”). All the Membership Units will have been validly issued and will be fully paid and non-assessable at Closing. The Company, at Closing, will have no outstanding subscription, option, warrant, calls or commitment of any kind relating to the Membership Units, and the Company will not have issued any securities, with the exception of the Units of Membership to be issued to the Hillandale Companies.

                    8.13       Ownership of Membership Units. At Closing Hillandale Farms of Florida, Inc. will own _____ Membership Units and Hillandale Farms, Inc., at Closing, will own _______ Units of Membership of the Company. Each of the Hillandale Companies will be the true and lawful owner of their Membership Units as aforesaid and, as of Closing, each Hillandale Company will have full right and power of authority to sell, transfer, and deliver the Membership Units to Cal-Maine. No Member will at Closing have knowledge of any adverse claim affecting its Membership Units or the Membership Units owned by any other Member, and there are no notations of any adverse claim marked on the certificates for the Membership Units. At the Closing, and at the time of Subsequent Purchases, Cal-Maine will acquire the Membership Units free and clear of any security interest, mortgage, adverse claims, liens or encumbrances of any nature or description. There will be no equity interest in the Company other than the Membership Units and no provisions of the Articles of Incorporation or Bylaws of the Hillandale Companies or of any contract, trust agreement, mortgage indenture or other agreement or instruments to which the Hillandale Companies are a party or by which any of them are bound or to which the Hillandale Companies or any of their properties are subject, which requires the consent or authorization of any other person or entity as a condition precedent to the consummation of the transaction contemplated by this Agreement.

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                    8.14       Consent of Shareholders. No provision of any contract, trust agreement, mortgage indenture or other agreement as to which any Shareholder is a party or by which any Shareholder is bound or to which any of the properties of any Shareholder is subject requires the consent or authorization of any other person or entity as a condition precedent to the consummation of the transactions contemplated by this Agreement.

                    8.15       No person or entity is entitled to any brokerage fee or commission or other like payment in connection with the negotiations relating to, or the transactions contemplated by this Agreement, based on any Agreement, arrangement or understanding with (a) the Hillandale Companies or any of the Hillandale Companies’ respective officers, directors, shareholders, agents or employees, or (b) any of the Shareholders.

                    8.16       Accuracy. No representation or warranty made by the Hillandale Companies or any of the Shareholders in this Agreement and no statement made by them on their behalf in any certificate, document, exhibit or schedule furnished or to be furnished in connection with the transactions herein contemplated contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make such representation or warranty or any such statement not misleading to Cal-Maine or necessary to enable Cal-Maine to be accurately informed as to the status and condition of the Hillandale Companies, their assets or the Shareholders.

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                    8.17       Bad Debts. The financial statements to be provided pursuant to paragraph 8.4 shall provide for a reserve for bad debts. In the event any receivable of the Hillandale Companies transferred to the Company as an asset are uncollected by the Company at one hundred and eighty (180) days after Closing, the amount of such uncollected receivables, to the extent such uncollected receivables exceed, or are less than, the aforesaid reserve for bad debts, shall be credited against, or added to the first payment, from Cal-Maine to the Hillandale Companies as purchase price for Subsequent Purchases.

                    8.18       Lack of Acceleration.  Neither the execution of this Agreement, nor any act or condition required or contained herein on the part of the Hillandale Companies or the Shareholders shall cause any obligation of the Hillandale Companies to become due or acceleratable by any action called for or permitted under the terms of this Agreement, including but not limited to the payment of money.   

        9.              REPRESENTATIONS AND WARRANTIES OF CAL-MAINE. Cal-Maine represents and warrants to the Sellers, and acknowledges that the Sellers rely on such representations and warranties in entering into the proceeding under this Agreement that:

                    9.1       Corporate Standing. Cal-Maine is a Corporation duly organized, validly existing and in good standing of all the laws of the State of Delaware with full corporate power and authority to enter into this Agreement and all other Agreements contemplated by this Agreement and to consummate the transactions contemplated herein and thereafter.

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                    9.2       Authorization, Execution and Delivery of this Agreement. This Agreement has been duly authorized, and all necessary corporate actions of Cal-Maine have been duly executed and delivered by Cal-Maine. The execution and delivery of this Agreement by Cal-Maine and the consummation by Cal-Maine of the transactions contemplated hereby will not conflict with or constitute a violation of any provisions of the Articles of Incorporation or Bylaws of Cal-Maine or conflict with or constitute a violation, breach or default on any material contract, trust agreement, mortgage indenture or other agreements or instruments to which Cal-Maine is a party or by which Cal-Maine is bound or to which Cal-Maine or any of its properties are subject.

                    9.3       BROKERS. No person or entity is entitled to any brokerage or finder’s fee or commission or other like payments in connection with the negotiations relating to or the transactions contemplated by this Agreement based upon any agreement, arrangement or understanding with Cal-Maine or any of Cal-Maine’s respective officers, directors, agents or employees.

        10.              CHANGE IN CIRCUMSTANCES. From the date of this Agreement until the Closing the Parties shall promptly notify all other Parties upon receipt of actual notice or knowledge of any fact which would make any representation or warranty contained in this Agreement untrue in any material respect.

        11.              OBLIGATIONS OF SELLERS PRIOR TO CLOSING. From the date of this Agreement until the Closing Date the Sellers shall use all reasonable efforts to:

                    11.1       Afford Cal-Maine, its accountants and other representatives free access during normal business hours to the offices, equipment, property, records, files, contracts, agreements, books of account, minute books, deeds, insurance policies, tax returns and records and files of every nature of the Hillandale Companies and furnish Cal-Maine with all information concerning the business and properties of the Hillandale Companies as Cal-Maine shall reasonably request.

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                    11.2       Conduct the business of Hillandale Companies in ordinary course and in accordance with customary practices, preserve their business organization intact, and retain substantially all present employees, and preserve the goodwill of their suppliers, customers and others having business relations with them.

                    11.3        Continue in force all policies of insurance, bonds, surety contracts and guaranties.

                    11.4         Not increase the rate of compensation, bonus or any benefit to any employee without the prior written consent of Cal-Maine or enter into any employment agreement with any person unless they have the right to terminate such employment agreement without liability.

                    11.5       Not amend the Certificate of Formation of the Company or its Limited Liability Company Agreement without the written consent of Cal-Maine.

                    11.6         Not knowingly take any action or omit to take any action which in the exercise of reasonable care the Hillandale Companies and the Shareholders should have known would result in a material violation by the Hillandale Companies of any law applicable to this transaction or cause a material breach by the Hillandale Companies of any material representations and warranties of the Hillandale Companies and Shareholders set forth in this Agreement or any material lease, agreement, contract or commitment to which the Hillandale Companies are parties.

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                    11.7       Cause the Company to obtain all consents by third parties required to permit the Company to conduct the business as previously conducted by the Hillandale Companies and to obtain any and all governmental authorizations or permits which are necessary for the Company’s operation of its business and the utilization of its assets acquired from the Hillandale Companies.

                    11.8       Title Insurance and Uniform Commercial Code. At least ____ days prior to Closing the Sellers shall at the cost of Hillandale Companies deliver to Cal-Maine binders of title insurance on all real property to be conveyed to the Company showing such title to be in such conditions as is acceptable to Cal-Maine and the results of a Uniform Commercial Code search of the Hillandale Companies showing the other assets of the Hillandale Companies being transferred to the Company to be free and clear of all liens or encumbrances except for such liens or encumbrances as are acceptable to Cal-Maine. All ad valorem taxes on property to be transferred to the Company shall be prorated and reserved between Grantor and Grantee as of the Inventory Date.

                    11.9       Tax Elections. The Hillandale Companies, on their own behalf, as members of the Company, and the Company will make such tax elections so as to permit Cal-Maine to receive a tax basis in its Units of Membership of the Company at least equal to the purchase price paid by Cal-Maine for such Units.

        12.              OBLIGATION OF CAL-MAINE PRIOR TO CLOSING. From the date of this Agreement until Closing, Cal-Maine shall: (a) not knowingly take any action or omit to take any action which would result in a material violation by Cal-Maine of any law applicable to this transaction or cause a material breach by Cal-Maine of any of its representations and warranties set forth herein, and (b) use all reasonable efforts to obtain all consents by third parties and all government authorizations which are necessary for the Company to own and operate its business following the Closing.

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        13.              CONDITIONS PRECEDENT TO CAL-MAINE’S OBLIGATION. The obligation of Cal-Maine to consummate at the Closing and on the Subsequent Purchase Dates the transactions contemplated in this Agreement will be subject to the satisfaction of each of the following conditions by the time required but no later than on or prior to the Closing Date, or the Subsequent Purchase Date as the case may be, unless expressly waived by Cal-Maine.

                    13.1       Opinion of Counsel. Cal-Maine shall have received the opinion of Taylor and Taylor of Keystone Heights, Florida, dated the Closing Date, substantially in form acceptable to Cal-Maine.

                    13.2       Representations and Warranties. The representations and warranties of the Sellers contained in this Agreement shall be true and correct in all material respect on and of the Closing Date and on and as of the Subsequent Purchase Date as if made, on and as of such date, except for changes resulting from the ordinary course of the Hillandale Companies’ business or as contemplated by this Agreement, and the Sellers shall have delivered to Purchaser a certificate respectively signed by the President of the Hillandale Companies and by the Shareholders dated the Closing Date to such effect.

                    13.3       Performance of this Agreement. The Sellers shall have performed and observed in all material respects the covenants, conditions and obligations set forth in this Agreement prior to or on the Closing Date, and the Sellers shall have delivered to Cal-Maine a certificate respectively signed by Sellers to that effect and dated the Closing Date.

                    13.4       Litigation. No action or proceeding shall have been instituted or threatened against the Hillandale Companies or the assets to be transferred to the Company or against the Shareholders, which reasonably could have a material and adverse effect on the business of the Company; no action or proceeding shall have been instituted or threatened against any of the parties to this Agreement or their directors or officers, before any court or government department, agency or commission to restrain, prohibit or obtain damages in respect of this Agreement or the consummation of the transactions contemplated hereby; and no party to this Agreement shall have received written notice from any court or governmental department, agency or commission of its intention to institute any action or proceeding to restrain or enjoin or commence any investigation (other than a routine letter of inquiry) into the consummation of this Agreement and the transactions contemplated hereby or to nullify or render ineffective this Agreement or such transactions being consummated, which, in the opinion of Cal-Maine would make it inadvisable to consummate such transaction.

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                    13.5       Delivery of Certificates of Membership. The Hillandale Companies shall have tendered certificates representing fifty-one percent (51%) of the Units of Membership outstanding as of the date of Closing.

        14.              CONDITION TO THE SELLER’S OBLIGATION. The obligation of the Sellers to consummate on Closing and on Subsequent Purchase Dates the transactions contemplated by this Agreement will be subject to the satisfaction of each of the following conditions at the time required but prior to the Closing, or Subsequent Purchase Date, unless expressly waived by the Sellers.

                    14.1       Opinion of Counsel for Cal-Maine. The Seller shall have received the opinion of YoungWilliams P.A. dated the Closing Date substantially and in form acceptable to the Sellers.

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                    14.2       Representations and Warranties. The representations and warranties of Cal-Maine contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date and on the Subsequent Purchase Dates, except for changes resulting from the ordinary course of the Company’s business or as contemplated by this Agreement, and Cal-Maine shall have delivered to the Sellers a certificate to that effect duly signed by a duly authorized officer of Cal-Maine dated the Closing Date.

                    14.3       Performance of this Agreement. Cal-Maine shall have performed and observed in all material respects its covenants, conditions and obligations set forth in this Agreement prior to or on the Closing Date, and Cal-Maine shall have delivered to the Sellers, a certificate signed by a duly authorized officer of Cal-Maine and dated the Closing Date to such effect.

        15.        INDEMNIFICATION.

                    15.1       Indemnification by Sellers. For a period of four (4) years after the Closing Date or until Cal-Maine has paid for the Subsequest Purchases, each Seller shall, as to those representations, warranties, covenants and agreements which are made herein by that Seller, indemnify, defend and hold Cal-Maine harmless against and in respect of:

(a)

any damage, deficiency or costs resulting from any misrepresentation, omission or breach of warranty or non-fulfillment of any covenant or agreement on the part of such Seller under this Agreement, or any omission or inaccuracy in any schedule hereto or any document to be delivered to Cal-Maine by such Seller hereunder, including but not limited to representations as to environmental matters; and

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(b)	Any claim, action, suit, proceeding, demand, judgment, assessment, cost or expense, including reasonable attorney’s fees incident to the foregoing.

(c)	Any insurance proceeds received by Cal-Maine from any indemnitors’ coverage shall be credited against the underlying indemnity obligation.

                    15.2       Indemnification by Cal-Maine. For a period of four (4) years after the Closing Date or until Cal-Maine has paid for the Subsequent Purchases, Cal-Maine shall, as to those representations and warranties which are hereunder made or agreed to by Cal-Maine, indemnify and hold Sellers harmless from and against and in respect of:

(a)	Any damage, deficiency or cost resulting from any misrepresentation, omissions or breach of warranty or any non-fulfillment of any covenant or agreement on the part of Cal-Maine under this Agreement or omission or inaccuracy in any document to be delivered to the Sellers by Cal-Maine hereunder; and

(b)	any claim, action, suit, proceeding, demand, judgment assessment cost or expenses including reasonable counsels’ fees incident any of the foregoing.

(c)	Any insurance proceeds received by Sellers from any indemnitors’ coverage shall be credited against the underlying indemnity obligation.

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                    15.3       Indemnification Procedures. A party seeking indemnification (the “Indemnitee”) shall use all reasonable efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs, and expenses (including without limitation taxes and attorney fees) in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the “Indemnitor”) of the assertion of a claim for indemnification but in no event later that (a) 30 days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (b) 30 days after the Indemnitee becomes aware of circumstances, not involving the commencement of litigation by a third party, which may give rise to a claim for indemnification. No such notice of assertion of a claim shall satisfy the requirements of this paragraph 15.3 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is made, to the extent known to Indemnitee. The Indemnitee shall consult with the Indemnitor with respect to the payment, settlement, or defense of any claims, action, suit, proceeding, or demand. If any action or proceeding shall be brought against the Indemnitee in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor a period of 30 days to decide whether to defend such liability or claim. During such period the Indemnitee shall take all reasonable steps to protect the interests of itself and the Indemnitor, including the filing of necessary responsive pleadings, the seeking of emergency relief, or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. If the Indemnitor determines that it shall defend such action or proceeding, the Indemnitor shall defend such action or proceeding at its expense, using counsel selected by any insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by the Indemnitor and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times as to the status of the defense and shall consult with the Indemnitee prior to settlement of any indemnified matter. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims, and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee.

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        16.              SURVIVAL OF REPRESENTATIONS WARRANTIES AND COVENANTS. All representations, warranties and covenants by any of the Parties in this Agreement contained herein or in any Certificate or other instrument delivered by or on behalf of any Party hereto shall be continuous and survive closing for the period set forth in paragraphs 15.1 and 15.2.

        17.              RECORDS AND FURTHER ASSURANCES. From time to time prior to or after the Closing the Sellers will execute all such instruments as Cal-Maine, being advised by Counsel, shall reasonably request in connection with and in carrying out the intents and purposes hereof in all transactions contemplated by this Agreement including, without limitation, the execution and delivery of confirmatory and other instruments in addition to those to be delivered on the Closing Date and any and all actions which may be reasonably necessary and desirable to complete the transactions contemplated hereby.

        18.              POST CLOSING MATTERS. The Parties acknowledge and agree that post closing:

                    18.1       Cal-Maine will utilize a term loan to fund up to 70% of the total purchase price of the Units of Membership being acquired by Cal-Maine.

                    18.2       Certain of the assets of the Company will be loaned to Cal-Maine to use as collateral to secure the loan referenced in paragraph 18.1.

                    18.3       The Company will not be permitted to use the cash basis of accounting but may use the “farm price method” in its accounting practices.

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        19.              PUBLIC STATEMENTS. Cal-Maine is a publicly traded company and as such is subject to various rules and regulations promulgated by the Securities and Exchange Commission of the United States, including the requirement that upon the execution of this Agreement such action is required to be publicly announced. Prior to Cal-Maine making the public announcement and filings with the Securities and Exchange Commission as required by law, the Sellers shall not make any public announcement or statement concerning the execution of this Agreement. Cal-Maine will cooperate with Sellers in preparing the necessary public announcement and press release relative to the execution of this Agreement.

        20.               CONFIDENTIALITY. Unless and until the Closing of the transactions contemplated hereby have occurred, and except as may be otherwise required by applicable law, the Parties shall cause their employees, agents and representatives to maintain in confidence and not otherwise use or disseminate information, documents and data furnished to them or to any person or entity in connection herewith.

        21.              REMEDIES. The Parties acknowledge that there may not be an adequate remedy at law for breach of this Agreement and that in addition to any other remedies available to the Parties, injunctive relief may be granted to any Party entitled to such relief.

        22.              NOTICES. All Notices, requests, consents or other communications required or permitted hereunder shall be in writing and be mailed first class registered or certified mail postage prepaid or sent by overnight carrier and delivered to:

	If to Sellers:	If to Cal-Maine:
	Jack Hazen	Fred Adams
	P.O. Box 2109	Cal-Maine Foods, Inc
	Lake City, FL 32056-2109	P. O. Box 2960
		Jackson, MS 39207
	with a copy to:	with a copy to:
	James J. Taylor, Jr.	James H. Neeld, III
	P.O. Box 2000	YoungWilliams P.A
	Keystone Heights, Fl 32652	P.O. Box 23059
		Jackson, MS 39225-3059

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    23.        ARBITRATION.

                    23.1       Scope of Arbitration. Any controversy or claim arising out of or relating to this Agreement is to be resolved by arbitration.

                    23.2        Rules of Arbitration. The arbitration is to be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

                    23.3       Appointment of Arbitrators. The arbitration is to be held before a panel of three arbitrators, each of whom must be independent of the parties. No later than 15 days after the arbitration begins, each party shall select an arbitrator and request the two selected arbitrators to select a third neutral arbitrator, which must be done on or before the 10th day after the second arbitrator was selected. Before beginning the hearings, each arbitrator must provide an oath or undertaking of impartiality.

                    23.4        Scope of Arbitrators’ Authority.

(i)

Interim Relief. Either party is entitled to seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party. By doing so, that party does not waive any right or remedy under this Agreement. The interim or provisional relief is to remain in effect until an arbitral tribunal is established.

(ii)

Punitive Damages. The arbitrators will have no authority to award punitive damages or other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the provisions of this Agreement.

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                    23.5       Time Limitation. Any arbitration proceeding under this Agreement must be commenced no later than one year after the controversy or claim arose. Failure timely to commence an arbitration proceeding constitutes both an absolute bar to the commencement of an arbitration proceeding with respect to the controversy or claim, and a waiver of the controversy or claim.

                    23.6       Costs and Expenses of Arbitration. Each party will bear its own costs and expenses with respect to any disputes arising under this Agreement; provided, however, that the Parties shall each bear one-half (1/2) of the fees paid to the arbitrators for their services.

                    23.7       Choice of Law. The arbitrators are to interpret all controversies and claims arising under or relating to this Agreement in accordance with the laws of the State of Florida, without regard to its choice of laws principles.

                    23.8        Venue. The arbitration is to be conducted in Jacksonville, Florida.

                    23.9       Submission to Jurisdiction. Each party shall submit to any court of competent jurisdiction for purposes of the enforcement of any award, order or judgment. Any award, order or judgment pursuant to arbitration is final and may be entered and enforced in any court of competent jurisdiction.

    24.              ENTIRE AGREEMENT. This Agreement, including the Schedules hereto, constitute and contain the entire Agreement of the Parties with respect to the transactions contemplated hereby and supersede any prior writing by the Parties. This Agreement may be amended in writing by agreement of the Parties, or by written Agreement, the parties may waive any provision hereof.

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    25.        SEVERABILITY. If any provision of this Agreement or the application thereof to any person or circumstance shall to any extent be held to be invalid or unenforceable, the remainder of the Agreement or the application of such provision to persons or circumstances other than those to which it was held to be invalid or unenforceable shall not be affected and shall be valid and enforceable to the fullest extent permitted by law.

    26.        COUNTERPARTS. This Agreement will be executed concurrently in one or more counterparts, any one of which need not contain the signatures of more than one Party, but all of which taken together shall constitute one in the same Agreement.

    27.        EXPENSES. Hillandale Companies shall pay any and all fees and expenses that they may incur in connection with the negotiation, preparation and execution of this Agreement, the Closing, or other transactions contemplated hereby. Cal-Maine shall pay any and all fees and expenses that it may incur in connection with the negotiation, preparation and execution of this Agreement, the Closing or the other transactions contemplated hereby.

    28.        SCHEDULES. The Schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein by reference in their entirety as if fully set forth in this Agreement at the point first mentioned.

    29.        RELEASE OF PERSONAL GUARANTIES OF SHAREHOLDERS. Cal-Maine will exert its best efforts to cause the personal guaranty of any Shareholder which guarantees any obligation transferred to the Company under the terms of this Agreement to be released as soon as practical after Closing.

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        IN WITNESS WHEREOF the Parties hereto have executed this Agreement effective as of the date set forth in the initial paragraph hereof.

	HILLANDALE FARMS OF FLORIDA, INC.
	By: /s/ Jack E. Hazen
	President
	HILLANDALE FARMS, INC.
	By: /s/ Jack E. Hazen
	President
	/s/ Jack E. Hazen
	Jack E. Hazen
	/s/ Jack E. Hazen, Jr.
	Jack E. Hazen, Jr.
	/s/ Homer E. Hunnicut, Jr.
	Homer E. Hunnicut, Jr.
	/s/ Orland R. Bethel
	Orland R. Bethel
	/s/ Dorman W. Mizell
	Dorman W. Mizell
	CAL-MAINE FOODS, INC.
	By: /s/ Fred R. Adams, Jr.
	Fred R. Adams, Jr.,
	Chief Executive Officer

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INDEX — SCHEDULES TO THE AGREEMENT