PLACEMENT AGREEMENT

Exhibit 10.15

EXECUTION COPY

$250,000,000

DEL MONTE CORPORATION

6¾% SENIOR SUBORDINATED NOTES DUE 2015

PLACEMENT AGREEMENT

January 25, 2005

January 25, 2005

Morgan Stanley & Co. Incorporated

Banc of America Securities LLC

Lehman Brothers Inc.

J.P. Morgan Securities Inc.

Dear Sirs and Mesdames:

Del Monte Corporation, a Delaware corporation (the “ Company ”), proposes to sell to the several purchasers named in Schedule I hereto (the “ Placement Agents ”) an aggregate of $250,000,000 principal amount of the Company’s 6¾% Senior Subordinated Notes due 2015 (the “ Securities ”) to be issued pursuant to the provisions of an Indenture to be dated on or about February 8, 2005 (the “ Indenture ”) among the Company, Del Monte Foods Company, a Delaware corporation (“ Holdings ”), the Guarantors (as defined below), and Deutsche Bank Trust Company Americas, as Trustee (the “ Trustee ”). In connection with the sale of the Securities to the Placement Agents, the Company and Holdings will enter into a Registration Rights Agreement (the “ Registration Rights Agreement ”) with the Placement Agents, substantially in the form attached hereto as Exhibit A.

The Securities will be guaranteed by (1) Holdings, (2) the subsidiaries of the Company listed in Schedule II herein (the “ Company Subsidiary Guarantors ”), (3) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 4 hereof) that executes an additional guarantee in accordance with the terms of the Indenture and (4) the respective successors and assigns of the entities referred to in (1), (2) and (3) above (the entities referred to in (1), (2), (3) and (4) above, collectively, the “ Guarantors ”) pursuant to their guarantees (the “ Guarantees ”).

The Securities will be offered without being registered under the Securities Act of 1933, as amended (the “ Securities Act ”), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act and in offshore transactions in reliance on Regulation S under the Securities Act (“ Regulation S ”).

In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum (the “ Preliminary Memorandum ”) and will prepare a final offering memorandum to be used by the Placement Agents to confirm sales of the Securities (the “ Final Memorandum ” and, with the Preliminary Memorandum, each a “ Memorandum ”), including or incorporating by reference a description of the terms of the Securities, the terms of the offering and a description of the Company and Holdings. As used herein, the term “Memorandum” shall include in each case the documents incorporated by reference therein and shall include amendments and supplements thereto. The terms “ supplement ”, “ amendment ” and “ amend ” as used herein with respect to a Memorandum shall include all documents incorporated by reference in the Preliminary Memorandum or Final Memorandum, as the case may be, that are filed by Holdings with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) subsequent to the date of such Memorandum until all of the Securities have been sold.

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1. Representations and Warranties of the Company and Holdings . The Company and Holdings, jointly and severally, represent and warrant to, and agree with, you that:

(a) (i) Each document, if any, filed or to be filed by Holdings pursuant to the Exchange Act and incorporated or deemed to be incorporated by reference in either Memorandum complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) the Preliminary Memorandum at its date did not contain, and the Final Memorandum at its date and on the Closing Date will not contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in either Memorandum based upon information relating to any Placement Agent that is furnished to Holdings or the Company in writing by such Placement Agent expressly for use therein.

(b) Each of the Company and Holdings has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in each Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on Holdings, the Company and each of their direct and indirect subsidiaries, taken together as a whole (“ Material Adverse Effect ”). As of the date hereof, Holdings does not have any direct subsidiaries other than the Company, and on the Closing Date, Holdings will not have any direct subsidiaries other than the Company.

(c) Each material subsidiary of the Company (the “ Company Subsidiaries ”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in each Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued shares of capital stock of the Company and each Company Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company or Holdings, as the case may be, free and clear of all liens, encumbrances, equities or claims, except to the extent that the shares of capital stock of the Company and each Company Subsidiary secure or will secure obligations under the Company’s Credit Agreement (as defined in the Indenture).

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(d) This Agreement has been duly authorized, executed and delivered by the Company and Holdings.

(e) The Securities have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Placement Agents in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity, and will be entitled to the benefits of the Indenture.

(f) On or prior to the Closing Date, the Guarantees by Holdings and the Company Subsidiary Guarantors will be duly authorized and, when such Guarantees and the Securities have been executed and assuming the Securities have been authenticated, all in accordance with the provisions of the Indenture, and the Securities have been delivered to and paid for by the Placement Agents in accordance with the terms of this Agreement, the Guarantees by Holdings and the Company Subsidiary Guarantors will be valid and binding obligations of Holdings and each Company Subsidiary Guarantor, as the case may be, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity, and will be entitled to the benefits of the Indenture.

(g) On or prior to the Closing Date, (i) the Indenture will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company, Holdings and each Company Subsidiary Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity; and (ii) the Registration Rights Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company, Holdings and each Company Subsidiary Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity and except as rights to indemnification and contribution under the Registration Rights Agreement may be limited by applicable law.

(h) The execution and delivery by the Company, Holdings and each Company Subsidiary Guarantor of, and the performance by the Company, Holdings and each Company Subsidiary Guarantor of its respective obligations under, this Agreement, the Indenture, the Registration Rights Agreement, the Guarantees and the Securities (collectively, the “ Transaction Documents ”) to which it is a party will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company, Holdings or such Company Subsidiary Guarantor, as the case may be, or any agreement or other instrument binding upon the Company, Holdings or any of the Company Subsidiaries, the contravention of which agreement or instrument would be expected to have a Material Adverse Effect, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Holdings, the Company or any of the Company Subsidiaries, as the case may be, the contravention of which judgment, order or decree would be expected to have a Material Adverse Effect, and no

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consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company, Holdings or such Company Subsidiary Guarantor of its respective obligations under the Transaction Documents to which it is a party, except (A) as already have been obtained and (B) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities or (C) such as may be required under the Securities Act in connection with the performance by the Company and Holdings of their obligations under the Registration Rights Agreement.

(i) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of Holdings, the Company and the Company Subsidiaries, taken together as a whole, from that set forth in the Memorandum.

(j) There are no legal or governmental proceedings pending or, to the knowledge of the Company and Holdings, threatened to which Holdings, the Company or any of the Company Subsidiaries is a party or to which any of the properties of Holdings, the Company or any of the Company Subsidiaries is subject, other than proceedings described in the Memorandum or any proceedings that would not have (i) a Material Adverse Effect or (ii) a material adverse effect on the power or ability of the Company, Holdings and each Company Subsidiary Guarantor to perform its respective obligations under the Transaction Documents to which it is a party or to consummate the transactions contemplated by the Memorandum.

(k) The Company, Holdings and the Company Subsidiaries (i) are in compliance with all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a Material Adverse Effect or as described in the Memorandum.

(l) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for cleanup, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a Material Adverse Effect, except as described in the Memorandum.

(m) The Company, Holdings and the Company Subsidiaries are in compliance with all laws, ordinances or regulations of any governmental authority applicable to any of them or their respective operations, except where such noncompliance would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect or as described in the Memorandum.

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(n) None of Holdings, the Company or any Company Subsidiary Guarantor is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Memorandum, none of Holdings, the Company or any Company Subsidiary Guarantor will be required to register as, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(o) None of the Company, Holdings, the Company Subsidiary Guarantors or their respective affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act, an “ Affiliate ”) has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) that is or will be integrated with the sale of the Securities or the Guarantees in a manner that would require the registration under the Securities Act of the Securities or the Guarantees or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or the Guarantees or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

(p) None of the Company, Holdings, the Company Subsidiary Guarantors or their respective Affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities or the Guarantees, and the Company, Holdings, the Company Subsidiary Guarantors and their respective Affiliates and, to the knowledge of Holdings and the Company, any person acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S.

(q) Assuming the accuracy of the representations and warranties and the performance of the agreements of the Placement Agents contained in this Agreement, it is not necessary in connection with the offer, sale and delivery of the Securities or the Guarantees to the Placement Agents in the manner contemplated by this Agreement to register the Securities or the Guarantees under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”).

(r) The Securities and the Guarantees satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act.

(s) Subsequent to the respective dates as of which information is given in the Memorandum, (1) none of Holdings, the Company nor any of the Company Subsidiaries has incurred any liability or obligation, direct or contingent, or entered into any transaction not in the ordinary course of business, in either case that is material to Holdings, the Company and their direct and indirect subsidiaries, taken together as a whole; (2) neither the Company nor Holdings has purchased any of its outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (3) there has not been any

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material adverse change in the capital stock, short-term debt or long-term debt of Holdings, the Company or the Company Subsidiaries, except in each case as described in the Memorandum.

(t) None of the Company, Holdings or any of the Company Subsidiaries is a party to or bound by any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company, Holdings or any of the Company Subsidiaries from engaging in their respective businesses, except as would not reasonably be expected to have a Material Adverse Effect or as described in the Memorandum.

(u) Holdings, the Company and the Company Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that is material to the business of Holdings, the Company and the Company Subsidiaries, taken together as a whole, in each case free and clear of all liens, encumbrances and defects, except such as are described in the Memorandum or such as do not materially affect the value of such property and do not materially interfere with the use made and currently proposed to be made of such property by Holdings, the Company and the Company Subsidiaries. Any real property and buildings held under lease by Holdings, the Company or the Company Subsidiaries are held by them under valid, subsisting and enforceable leases, except as are not material and do not interfere with the use made and currently proposed to be made of such property and buildings by Holdings, the Company or the Company Subsidiaries and except as described in the Memorandum.

(v) Except as described in the Memorandum, Holdings, the Company and the Company Subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them. None of Holdings, the Company or any of the Company Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect, except as described in the Memorandum.

(w) No labor dispute with the employees of Holdings, the Company or any of the Company Subsidiaries exists that is material to Holdings, the Company and their direct and indirect subsidiaries, taken together as a whole, except as described in the Memorandum, or, to the knowledge of Holdings, the Company or any of the Company Subsidiaries, is imminent. None of Holdings, the Company or any of the Company Subsidiaries is aware of any existing, threatened or imminent labor disturbance by the employees of any of its or their principal suppliers, manufacturers or contractors that would result in a Material Adverse Effect.

(x) Holdings, the Company and each of the Company Subsidiaries are insured by insurers believed by Holdings and the Company to be of recognized financial

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responsibility against such losses and risks and in such amounts as are believed to be reasonable for the businesses in which they are engaged; none of Holdings, the Company or any of the Company Subsidiaries has been refused any insurance coverage sought or applied for; and none of Holdings, the Company or any of the Company Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain substantially similar coverage from substantially similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except in each case as described in the Memorandum.

(y) Holdings, the Company and the Company Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign authorities necessary to conduct their respective businesses, except to the extent that the failure to possess such certificates, authorizations or permits would not have a Material Adverse Effect. None of Holdings, the Company or any of the Company Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as described in the Memorandum.

(z) Holdings, the Company and each of the Company Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

2. Agreements to Sell and Purchase . The Company hereby agrees to sell to the several Placement Agents, and each Placement Agent, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth in Schedule I hereto opposite its name at a purchase price of 98.00% of the principal amount thereof.

The Company and Holdings hereby agree that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Placement Agents, they will not, and the Company and Holdings will cause the Company Subsidiary Guarantors to not, during the period beginning on the date hereof and continuing through and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or any Guarantor or warrants to purchase debt securities of the Company or any Guarantor substantially similar to the Securities (other than the sale of the Securities under this Agreement).

3. Terms of Offering . You have advised the Company that the Placement Agents will make an offering of the Securities purchased by the Placement Agents hereunder on the terms set forth in the Final Memorandum, as soon as practicable after this Agreement is entered into as in your judgment is advisable.

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4. Payment and Delivery. Payment for the Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Securities for the respective accounts of the several Placement Agents at 10:00 a.m., New York City time, on February 8, 2005, or at such other time on the same or such other date, not later than February 22, 2005, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “ Closing Date .