PROMISSORY NOTE

$1,550,000                                     February 13, 2002


      FOR  VALUE RECEIVED, Seaboard Flour Corporation, a Delaware
corporation (the "Maker"), hereby promises to pay to the order of
Seaboard  Corporation, a Delaware corporation (together with  its
successors  and  assigns, the "Holder"), the lesser  of  (a)  One
Million  Five  Hundred Fifty Thousand Dollars ($1,550,000),  plus
any  unpaid interest added to the principal balance as set  forth
below, or (b) the unpaid advances and principal balance owing, on
demand,  together  with interest on the unpaid principal  balance
hereof.  Interest shall accrue on the principal balance hereunder
at a rate of interest per annum equal to the greater of the Prime
Rate  (defined below) or 7.88%.  Interest shall be  paid  on  the
first  day of each calendar quarter, commencing on April 1,  2002
and  at  maturity.  Notwithstanding the foregoing, in  the  event
interest  is not paid as specified, then such interest  shall  be
added  to  the principal on the date such interest was  otherwise
due, and Maker shall not be in default hereunder.  Interest shall
be  computed  on the basis of a 360-day year.  If any installment
of  this  Promissory Note becomes due and payable on a  Saturday,
Sunday or business holiday in the State of Kansas, payment  shall
be  made on the next successive business day.  "Prime Rate" means
the  "Prime Rate" as reported by the Wall Street Journal  as  the
base rate on corporate loans posted by at least 75 percent of the
nation's 30 largest banks.  Any change of the Prime Rate shall be
effective  on the first day of the next calendar month  following
such change.

      All  advances made hereunder by the Holder and all payments
made  on  account  of  principal and  interest  hereof  shall  be
endorsed on Schedule 1 attached hereto and incorporated herein by
this  reference; provided, however, that the failure to make such
notation  with respect to any advance or payment shall not  limit
or  otherwise  affect  the obligations of the  Maker  under  this
Promissory Note.  The Maker reserves the right to prepay  all  or
any portion of this Promissory Note at any time and from time  to
time without premium or penalty of any kind.

      If (i) there should be a default in the payment of interest
or  principal  due hereunder and such default shall continue  for
thirty  (30)  days after the mailing of written  notice  of  such
default  to  the  Maker  at the Maker's last  known  address;  or
(ii)  the Maker or any other person liable hereon should make  an
assignment  for  the benefit of creditors; or (iii)  a  receiver,
trustee or liquidator is appointed over or execution levied  upon
any property of the Maker; or (iv) proceedings are instituted  by
or  against the Maker or any other person liable hereon under any
bankruptcy, insolvency, reorganization, receivership or other law
relating  to the relief of debtors from time to time  in  effect,
including  without limitation the United States Bankruptcy  Code,
as  amended, and such proceedings continue for longer than ninety
(90)  days; or (v) any debt obligation of the Maker in excess  of
$500,000, whether to Holder or a third party, is accelerated;  or
(vi)  an Event of Default occurs under the Stock Pledge Agreement
by  and  between  Maker  and Holder of  even  date  herewith;  or
(vii)  the Maker liquidates or dissolves, then, and in each  such
event,  the Holder may, at its option, without notice or  demand,
declare the remaining unpaid principal balance of this Promissory
Note and all accrued interest thereon immediately due and payable
in full.

      All  payments  made hereunder shall be made in  immediately
available funds by wire transfer, as follows:

               UMB Bank, N.A.
               Kansas City, Missouri
               Credit:  Seaboard Corporation

or as the Holder may otherwise instruct in writing.  All payments
made  hereunder, whether a scheduled installment,  prepayment  or
payment as a result of acceleration, shall be allocated first  to
accrued  but  unpaid interest, next to installments of  principal
overdue  and currently due, and then to installments of principal
remaining  outstanding hereunder in the inverse  order  of  their
maturity.

      Maker  agrees  to pay all reasonable costs  of  collection,
including  the  payment of reasonable attorneys'  fees,  paid  or
incurred  by  the  Holder in enforcing this  Promissory  Note  on
default or the rights and remedies herein provided.

      The  Maker,  for  itself and for any guarantors,  sureties,
endorsers  and/or  any other person or persons now  or  hereafter
liable   hereon,  if  any,  hereby  waives  demand  of   payment,
presentment  for  payment,  protest,  notice  of  nonpayment   or
dishonor  and  any and all other notices and demands  whatsoever,
and  any  and  all delays or lack of diligence in the  collection
hereof,  and  expressly  consents  and  agrees  to  any  and  all
extensions  or postponements of the time of payment  hereof  from
time  to  time at or after maturity and any other indulgence  and
waives all notice thereof.

      This  Promissory  Note shall be secured  pursuant  to  that
certain  Pledge Agreement by and between Maker and  Holder  dated
January 25, 2002.

      This Promissory Note shall be governed by and construed and
enforced in accordance with the laws of the State of Kansas.

      TO  INDUCE  HOLDER  TO ACCEPT THIS NOTE, MAKER  IRREVOCABLY
AGREES  THAT  ALL ACTIONS OR PROCEEDINGS IN ANY  WAY,  MANNER  OR
RESPECT  ARISING OUT OF OR FROM OR RELATED TO THIS  NOTE  OR  THE
STOCK PLEDGE AGREEMENT SECURING THIS NOTE, SHALL BE LITIGATED  IN
COURTS  HAVING SITUS IN THE COUNTY OF JOHNSON, STATE  OF  KANSAS.
MAKER  HEREBY  CONSENTS AND SUBMITS TO THE  JURISDICTION  OF  ANY
LOCAL,  STATE OR FEDERAL COURT LOCATED IN JOHNSON COUNTY, KANSAS.
MAKER  HEREBY DESIGNATES AND APPOINTS THE CT CORPORATION  SYSTEM,
OR ANY OTHER PERSON HAVING AND MAINTAINING A PLACE OF BUSINESS IN
KANSAS  WHOM  MAKER  MAY FROM TIME TO TIME  HEREAFTER  DESIGNATE,
HAVING GIVEN HOLDER THIRTY (30) DAYS' WRITTEN NOTICE THEREOF,  AS
MAKER'S  TRUE AND LAWFUL ATTORNEY AND DULY AUTHORIZED  AGENT  FOR
SERVICE  OF  LEGAL PROCESS.  MAKER AGREES THAT  SERVICE  OF  SUCH
PROCESS  UPON  SUCH PERSON SHALL CONSTITUTE PERSONAL  SERVICE  OF
PROCESS UPON MAKER.  MAKER SHALL CAUSE SUCH PERSON TO CONSENT  TO
THE  APPOINTMENT  HEREUNDER, AND TO  AGREE  THAT  PROMPTLY  AFTER
RECEIPT  OF ANY SUCH PROCESS, SUCH PERSON SHALL FORWARD THE  SAME
BY CERTIFIED OR REGISTERED MAIL, TOGETHER WITH ALL PAPERS AFFIXED
THERETO, TO MAKER.

      MAKER  HEREBY WAIVES ANY RIGHT IT MAY HAVE TO  TRANSFER  OR
CHANGE  THE  VENUE OF OR RIGHT TO JURY TRIAL IT MAY HAVE  IN  ANY
LITIGATION BROUGHT WITH RESPECT TO THIS NOTE.

      IN  WITNESS  WHEREOF, the undersigned has duly caused  this
Promissory  Note  to  be  executed and  delivered  at  the  place
specified above and as of the date first written above.

                                   SEABOARD FLOUR CORPORATION



                                   By:
                                   Title:
                                   Date:



                           SCHEDULE 1

               ADVANCES AND PAYMENTS OF PRINCIPAL

           AMOUNT OF
            ADVANCE                     PAYMENTS     BALANCE
           MADE THIS     INTEREST       INTEREST    REMAINING
DATE         DATE        CHARGES        PRINCIPAL     UNPAID


2-15-02   $1,025,000                                1,025,000