STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

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PERFORMANCE FOOD GROUP CO | CHIQUITA BRANDS INTERNATIONAL, INC.

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Title: STOCK PURCHASE AGREEMENT
Governing Law: Tennessee Date: 2/28/2005
Industry: Food Processing Law Firm: Skadden, Arps, Slate, Meagher & Flom LLP; Bass, Berry & Sims PLC Sector: Consumer/Non-Cyclical

STOCK PURCHASE AGREEMENT, Parties: performance food group co , chiquita brands international inc.

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EXHIBIT 2.1

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

CHIQUITA BRANDS INTERNATIONAL, INC.

AND

PERFORMANCE FOOD GROUP COMPANY

FEBRUARY 22, 2005

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TABLE OF CONTENTS

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Page

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ARTICLE 1. PURCHASE AND SALE OF SHARES.......................................... 1

1.1 Transfer of Shares........................................ 1

ARTICLE 2. CONSIDERATION........................................................ 1

2.1 Purchase Price............................................ 1

2.2 Other Payments............................................ 1

2.3 EBITDA Adjustment......................................... 4

ARTICLE 3. CLOSING; OBLIGATIONS OF THE PARTIES.................................. 5

3.1 Closing Date.............................................. 5

3.2 Obligations of the Parties at the Closing................. 5

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF SELLER............................. 6

4.1 Corporate Status.......................................... 6

4.2 Authority................................................. 7

4.3 No Conflict............................................... 7

4.4 Capitalization............................................ 7

4.5 Financial Statements...................................... 9

4.6 Real Property............................................. 10

4.7 Assets.................................................... 11

4.8 Material Contracts........................................ 11

4.9 Intellectual Property..................................... 13

4.10 Litigation, Claims and Proceedings........................ 14

4.11 Environmental and Safety and Health Matters............... 14

4.12 Compliance with Law....................................... 16

4.13 Employee Matters and Benefit Plans........................ 17

4.14 Taxes..................................................... 18

4.15 Absence of Undisclosed Liabilities........................ 20

4.16 Absence of Certain Changes................................ 20

4.17 Labor Matters............................................. 20

4.18 Customers and Suppliers................................... 21

4.19 Accounts Receivable....................................... 22

4.20 Affiliated Transactions................................... 22

4.21 Insurance................................................. 22

4.22 Payments.................................................. 22

4.23 Finder's Fee.............................................. 23

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF PURCHASER.......................... 23

5.1 Corporate Status.......................................... 23

5.2 Authority................................................. 23

5.3 No Conflict............................................... 23

5.4 Compliance with Law....................................... 24

5.5 Sufficient Funds.......................................... 24

5.6 Finder's Fee.............................................. 24

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5.7 No Reliance............................................... 24

5.8 Investment Intent......................................... 25

ARTICLE 6. COVENANTS............................................................ 25

6.1 Interim Operations of the Companies....................... 25

6.2 Consents.................................................. 26

6.3 Publicity................................................. 27

6.4 Access to Records and Properties.......................... 28

6.5 Further Action............................................ 30

6.6 Expenses.................................................. 31

6.7 Notification of Certain Matters........................... 31

6.8 Employee Benefit Plans.................................... 31

6.9 Non-Competition, Non-Solicitation and Non-Disclosure...... 34

6.10 Intercompany Indebtedness................................. 35

6.11 Debt and Guarantees....................................... 36

6.12 Supplements to Disclosure Schedule........................ 36

6.13 Non-Solicitation.......................................... 36

6.14 Obligations with Respect to Certain Insurance Claims...... 37

6.15 Obligation with Respect to Fresh Advantage................ 38

ARTICLE 7. CLOSING CONDITIONS................................................... 38

7.1 Conditions to Obligations of Seller and Purchaser to

Consummate the Transaction................................ 38

7.2 Additional Conditions to Obligations of Purchaser......... 38

7.3 Additional Conditions to Obligations of Seller............ 40

ARTICLE 8. CERTAIN TAX MATTERS.................................................. 41

8.1 Responsibility for Filing Tax Returns..................... 41

8.2 Cooperation on Tax Matters................................ 41

8.3 Tax Sharing Agreements.................................... 42

8.4 Tax Indemnifications...................................... 42

8.5 Certain Non-income Taxes.................................. 43

8.6 Section 338(h)(10) Election............................... 44

ARTICLE 9. ADDITIONAL INDEMNIFICATION........................................... 44

9.1 Survival.................................................. 44

9.2 Additional Indemnification................................ 44

9.3 Indemnification Procedures................................ 46

9.4 Indemnification Limitations............................... 47

ARTICLE 10. TERMINATION......................................................... 48

10.1 Termination............................................... 48

10.2 Effect of Termination and Abandonment..................... 49

ARTICLE 11. MISCELLANEOUS....................................................... 49

11.1 Intentionally Deleted..................................... 49

11.2 Notices................................................... 49

11.3 Certain Definitions; Interpretation....................... 50

11.4 Severability.............................................. 55

11.5 Entire Agreement; No Third-Party Beneficiaries............ 55

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11.6 Amendment; Waiver......................................... 55

11.7 Binding Effect; Assignment................................ 55

11.8 Disclosure Schedule....................................... 55

11.9 Governing Law; Jurisdiction............................... 56

11.10 Enforcement............................................... 56

11.11 Construction.............................................. 56

11.12 Counterparts.............................................. 56

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iii

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INDEX OF DEFINED TERMS

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Term Section

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338(h)(10) Entity................................... 8.6

Accountants......................................... 2.2(d)(iii)

Accounts Receivable................................. 4.19

Acquisition Proposal................................ 6.13

Action.............................................. 11.3(a)(i)

Actual Payment Amount............................... 2.2(a)

Adjustment Amount................................... 2.2(c)

affiliate........................................... 11.3(a)(ii)

Affiliated Group.................................... 11.3(a)(iii)

Agreement........................................... Recitals

Assets.............................................. 4.7

Audited Statements.................................. 6.4(b)

Average Working Capital............................. 2.2(b)

Business............................................ 4.4(d)

Cause............................................... 6.8(d)

CBAs................................................ 4.17(a)

Clayton County Arrangements......................... 11.3(a)(v)

Cleanup............................................. 11.3(a)(v)

Closing............................................. 3.1

Closing Date........................................ 3.1

Closing Date Financial Statements................... 2.2(d)(i)

Closing Date Working Capital........................ 2.2(d)(i)

Code................................................ 11.3(a)(vi)

Commitment Letter................................... 5.5

Companies........................................... Recitals

Companies Covered Employees......................... 6.8(b)

Companies Owned Intellectual Property............... 4.9(b)

Companies Used Intellectual Property................ 4.9(b)

Company Plans....................................... 4.13(a)

Company Release..................................... 11.3(a)(vii)

Confidential Material............................... 6.9(c)

Confidentiality Agreement........................... 6.4(a)

Contract............................................ 4.8(a)(i)

control............................................. 11.3(a)(viii)

DOJ................................................. 6.2(a)

EBITDA.............................................. 11.3(a)(ix)

Effective Time...................................... 3.1

Encumbrances........................................ 4.3

Environmental Claim................................. 11.3(a)(x)

Environmental Law................................... 4.11(a)

ERISA............................................... 11.3(a)(xi)

ERISA Affiliate..................................... 4.13(f)

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Estimated Payment................................... 2.2(a)

Estimated Payment Adjustment Amount................. 2.2(a)

Financial Statements................................ 4.5(a)

FTC................................................. 6.2(a)

GAAP................................................ 4.5(b)

Goldman Fee......................................... 4.23

Governmental Authority.............................. 11.3(a)(xii)

Governmental Order.................................. 11.3(a)(xiii)

Guarantees.......................................... 6.11

Hazardous Substance................................. 4.11(a)

HSR Act............................................. 4.3

Indemnified Party................................... 9.3(a)

Indemnifying Party.................................. 9.3(a)

Intercompany Notes.................................. 11.3(a)(xiv)

Key Customers and Suppliers......................... 4.18

Key Employees....................................... 4.13(h)

knowledge........................................... 11.3(a)(xv)

Law................................................. 11.3(a)(xvi)

Leased Real Property................................ 4.6(c)

Losses.............................................. 9.2(a)

Material Contracts.................................. 4.8(a)

Merrill Lynch Fee................................... 4.23

Monthly Statements.................................. 2.2(d)(i)

Owned Real Property................................. 4.6(b)

Permit.............................................. 11.3(a)(xvii)

Permitted Encumbrances.............................. 4.6(b)

Person.............................................. 11.3(a)(xviii)

PICL................................................ 6.14

Pre-Closing Claims.................................. 6.14

Preliminary EBITDA Statement........................ 2.3(a)

Purchase Price...................................... 2.1

Purchaser........................................... Recitals

Purchaser Indemnified Parties....................... 9.2(a)

Purchaser Material Adverse Effect................... 11.3(a)(xix)

Purchaser's 401(k) Plan............................. 6.8(e)

Real Property....................................... 4.6(c)

Real Property Leases................................ 4.6(a)(ii)

Reference Balance Sheet............................. 4.5(a)

Related Parties..................................... 4.20

Representatives..................................... 6.9(c)

Seller.............................................. Recitals

Seller Indemnified Parties.......................... 9.2(b)

Seller Material Adverse Effect...................... 11.3(a)(xxi)

Seller Plans........................................ 4.13(a)

Seller Release...................................... 11.3(a)(xx)

Shares.............................................. 1.1

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Straddle Period..................................... 8.4(a)(iii)

Subsidiary.......................................... 11.3(a)(xxii)

Survival Period..................................... 9.1

Tax Return.......................................... 11.3(a)(xxv)

Taxes............................................... 11.3(a)(xxiii)

Taxing Authority.................................... 11.3(a)(xxiv)

Termination Date.................................... 10.1(b)

Third-Party Claim................................... 9.3(a)

Threshold Amount.................................... 9.4

WC Adjustment Amount................................ 2.2(b)

Working Capital..................................... 2.2(b)

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iii

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT ("Agreement") is made this 22nd day of

February, 2005, by and between Chiquita Brands International, Inc., a New Jersey

corporation ("Purchaser"), and Performance Food Group Company, a Tennessee

corporation ("Seller").

WHEREAS, Seller owns all of the issued and outstanding shares of the

capital stock of Fresh International Corp., a Delaware corporation, Fresh

Advantage, Inc., a Virginia corporation, Redi-Cut Foods, Inc., an Illinois

corporation, and K.C. Salad Holdings, Inc., a Missouri corporation

(collectively, the "Companies"); and

WHEREAS, Purchaser desires to acquire from Seller, and Seller desires to

sell to Purchaser, all of the issued and outstanding shares of the capital stock

of the Companies upon and subject to the terms and conditions contained in this

Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and

agreements herein contained, the parties agree as follows:

ARTICLE 1.

PURCHASE AND SALE OF SHARES

1.1 TRANSFER OF SHARES. Subject to all of the terms and conditions of this

Agreement, at the Closing, Seller hereby agrees to sell, transfer and convey to

Purchaser, and Purchaser agrees to purchase and acquire from Seller, free and

clear of all Encumbrances (as defined in Section 4.3), 100 shares of common

stock, no par value, of Fresh International Corp., 1,000 shares of common stock,

par value $0.01 per share, of Fresh Advantage, Inc., 1,000 shares of Class A

common stock, no par value, of Redi-Cut Foods, Inc., and 1,000 shares of common

stock, par value $0.01 per share, of K.C. Salad Holdings, Inc., which constitute

all of the issued and outstanding shares of capital stock of the Companies

(collectively, the "Shares").

ARTICLE 2.

CONSIDERATION

2.1 PURCHASE PRICE. The purchase price (the "Purchase Price") for the

Shares shall be $855,000,000, subject to adjustment pursuant to Section 2.3, if

applicable. At the Closing (as defined below), Purchaser shall deliver the

Purchase Price to Seller by wire transfer of immediately available funds

pursuant to the wire transfer instructions provided by Seller.

2.2 OTHER PAYMENTS.

(a) Payment of Cash and Outstanding Checks in Excess of Deposits.

Purchaser agrees that it will pay to Seller at Closing an amount equal to

the estimated amount of the following balance sheet line items (i) cash;

and (ii) "outstanding checks (issued by Seller in payment of obligations

of the Companies

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and Subsidiaries) in excess of deposits" as of the most recently completed

four or five-week fiscal period prior to the Closing Date for which

financial statements of the Companies and their Subsidiaries prepared in

accordance with GAAP consistently applied with the Financial Statements

are available (the "Estimated Payment"). The "Estimated Payment Adjustment

Amount" (which may be a positive or negative number) will be equal to the

amount determined by subtracting the actual amount of (i) cash; and (ii)

"outstanding checks (issued by Seller in payment of obligations of the

Companies and Subsidiaries) in excess of deposits" as of the Closing Date

as set forth in the applicable line items in the Closing Date Financial

Statements (the "Actual Payment Amount") from the Estimated Payment.

(b) Working Capital Adjustment Amount. "Working Capital" as of a

given date shall mean the amount calculated by subtracting the current

liabilities of the Companies and their Subsidiaries (including

"outstanding checks (issued by Seller in payment of obligations of the

Companies and Subsidiaries) in excess of deposits," but excluding (i)

liabilities for income taxes, (ii) capital lease obligations, (iii)

interest payable, (iv) the current portion of long-term debt, (v)

intercompany payables owing to Seller or its Subsidiaries and (vi) any

Seller insurance allocation accrual), as of that date from the current

assets of the Companies and their Subsidiaries (other than (i) cash, (ii)

current deferred income tax assets, (iii) any other income Tax assets and

(iv) intercompany receivables owed by Seller or its Subsidiaries) as of

that date; provided, that, for the avoidance of doubt, calculations of

inventory and accounts receivable shall be net of the applicable reserve.

The "Average Working Capital" of the Companies and their Subsidiaries

shall be equal to the average of the Working Capital as of the last day of

each of the 12 most recently completed four or five-week fiscal periods

prior to the Closing Date for which internally prepared financial

statements of the Companies and their Subsidiaries prepared in accordance

with GAAP consistently applied with the Financial Statements are

available. The "WC Adjustment Amount" (which may be a positive or negative

number) will be equal to the amount determined by subtracting the Closing

Date Working Capital (as defined below) from the Average Working Capital.

For the avoidance of doubt, Seller shall be fully responsible for the

payment of, and shall make payment when due on, any "outstanding checks in

excess of deposits" as of the Closing Date to the extent such amount has

been included in the Estimated Payment and the Actual Payment Amount. An

example of the internally prepared financial statements and calculation of

Working Capital as of January 1, 2005 is attached as Section 2.2(b) of the

Disclosure Schedule.

and the WC Adjustment Amount when added together (which may be a positive

or negative number) shall collectively be referred to as the "Adjustment

Amount." If the Adjustment Amount is positive, the Adjustment Amount shall

be paid by wire transfer by Seller to an account specified by Purchaser.

If the Adjustment Amount is negative, the Adjustment Amount (treated as if

it were a positive number) shall be paid by wire transfer by Purchaser to

an account

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specified by Seller. All payments shall be made together with interest at

a rate of 3% per annum, which interest shall begin accruing on the Closing

Date and end on the date that the payment is made. Within three business

days after the calculation of the Actual Payment Amount and Closing Date

Working Capital becomes binding and conclusive on the parties pursuant to

Section 2.2(d), Seller or Purchaser, as the case may be, shall make the

wire transfer payment provided for in this Section 2.2(c).

(d) Adjustment Procedure.

(i) Seller shall prepare financial statements (including a

combined balance sheet as of the Closing Date and a combined

statement of operations from January 2, 2005 through the Closing

Date) (the "Closing Date Financial Statements") of the Companies and

their Subsidiaries as of the Closing Date in accordance with GAAP

consistently applied with the Financial Statements. Seller shall

then determine (A) the Actual Payment Amount and the Working Capital

as of the Closing Date (the "Closing Date Working Capital") based

upon the Closing Date Financial Statements and (B) the Average

Working Capital based on the financial statements of the Companies

and their Subsidiaries prepared in accordance with GAAP consistently

applied with the Financial Statements for each of the 12 most

recently completed four or five-week fiscal periods prior to the

Closing Date for which internally prepared financial statements of

the Companies and their Subsidiaries prepared in accordance with

GAAP consistently applied with the Financial Statements are

available (the "Monthly Statements"). Seller shall deliver the

Closing Date Financial Statements, the Monthly Statements and its

determination of the Actual Payment Amount, the Average Working

Capital and the Closing Date Working Capital (which shall include a

description in reasonable detail of the components and amounts

thereof) to Purchaser within thirty (30) days following the Closing

Date.

(ii) If within thirty (30) days following delivery of the

Closing Date Financial Statements, the Monthly Statements and the

calculation of the Actual Payment Amount, the Average Working

Capital and the Closing Date Working Capital, Purchaser has not

given Seller written notice of its objection as to the Actual

Payment Amount, the Average Working Capital and/or the Closing Date

Working Capital calculation (which notice shall state in reasonable

detail the basis of Purchaser's objection), then the Actual Payment

Amount, the Average Working Capital and Closing Date Working Capital

calculated by Seller shall be binding and conclusive on the parties

and be used in computing the Estimated Payment Adjustment Amount and

the WC Adjustment Amount, respectively.

(iii) If Purchaser duly gives Seller such notice of objection,

and if Seller and Purchaser fail to resolve the issues outstanding

with respect to

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the Closing Date Financial Statements and the calculation of the

Actual Payment Amount, the Average Working Capital and/or the

Closing Date Working Capital within thirty (30) days of Seller's

receipt of Purchaser's objection notice, Seller and Purchaser shall

submit the issues remaining in dispute to Deloitte & Touche LLP,

independent public accountants (the "Accountants"), for resolution

in accordance with the terms of the Agreement and in compliance with

GAAP consistently applied with the Financial Statements. If issues

are submitted to the Accountants for resolution, (i) Seller and

Purchaser shall furnish or cause to be furnished to the Accountants

such work papers and other documents and information relating to the

disputed issues as the Accountants may request and are available to

that party or its agents and shall be afforded the opportunity to

present to the Accountants any material relating to the disputed

issues and to discuss the issues with the Accountants; (ii) the

determination by the Accountants, as set forth in a notice to be

delivered to both Seller and Purchaser within sixty (60) days of the

submission to the Accountants of the issues remaining in dispute,

shall be final, binding and conclusive on the parties and shall be

used in the calculation of the Actual Payment Amount, the Average

Working Capital and/or the Closing Date Working Capital, as

applicable; and (iii) Seller and Purchaser will each bear fifty

percent (50%) of the fees and costs of the Accountants for such

determination.

2.3 EBITDA ADJUSTMENT.

(a) Concurrently with the delivery to Purchaser of the Audited

Statements, Seller shall deliver to Purchaser a preliminary statement

("Preliminary EBITDA Statement") of the EBITDA based on the Audited

Statements (which shall include a description in reasonable detail of the

components and amounts thereof).

(b) If within ten (10) days following delivery of the Preliminary

EBITDA Statement, Purchaser has not given Seller written notice of its

objection as to the calculation of EBITDA (which notice shall state in

reasonable detail the basis of Purchaser's objection), then the EBITDA

calculated by Seller shall be binding and conclusive on the parties and be

used in computing any adjustment of the Purchase Price pursuant to this

Section 2.3.

Seller and Purchaser fail to resolve the issues outstanding with respect

to the Preliminary EBITDA Statement and the calculation of the EBITDA

within ten (10) days of Seller's receipt of Purchaser's objection notice,

Seller and Purchaser shall submit the issues remaining in dispute to the

Accountants for resolution in accordance with the terms of the Agreement

and consistent with the definition of EBITDA set forth herein. If issues

are submitted to the Accountants for resolution: (i) Seller and Purchaser

shall furnish or cause to be furnished to the Accountants such work papers

and other documents and information relating to

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the disputed issues as the Accountants may request and are available to

that party or its agents and shall be afforded the opportunity to present

to the Accountants any material relating to the disputed issues and to

discuss the issues with the Accountants; (ii) the determination by the

Accountants, as set forth in a notice to be delivered to both Seller and

Purchaser within ten (10) days of the submission to the Accountants of the

issues remaining in dispute, shall be final, binding and conclusive on the

parties and shall be used in the calculation of any adjustment of the

Purchase Price pursuant to this Section 2.3; and (iii) Seller and

Purchaser will each bear fifty percent (50%) of the fees and costs of the

Accountants for such determination.

(d) In the event the amount of EBITDA set forth in Section 2.3(d) of

the Disclosure Schedule (which shall include a description in reasonable

detail of the components and amounts thereof, including the amount of any

corporate allocation charge and any insurance allocation charge) exceeds

by more than $4,000,000 the amount of EBITDA based on the Audited

Statements as finally determined pursuant to this Section 2.3, the

Purchase Price shall be reduced by an amount equal to the product of (i)

the difference between the amount of EBITDA set forth in Section 2.3(d) of

the Disclosure Schedule and the amount of EBITDA based on the Audited

Statements as finally determined pursuant to this Section 2.3 and (ii)

8.65. For the avoidance of doubt, an example of the calculation of EBITDA

for the year ended January 1, 2005 is set forth in Section 2.3(d) of the

Disclosure Schedule.

ARTICLE 3.

CLOSING; OBLIGATIONS OF THE PARTIES

3.1 CLOSING DATE. The closing (the "Closing") shall take place at 10:00

a.m., local time, at the offices of Bass, Berry & Sims PLC, Nashville,

Tennessee, on the later of (i) five (5) business days following satisfaction or

waiver of all conditions to Closing set forth in Article 7 hereof (other than

those conditions that by their nature have to be satisfied at Closing (but

subject to the satisfaction or waiver of those conditions)) or (ii) 45 days

after the date of Purchaser's receipt of the Audited Statements (as defined in

Section 6.4(b)) (the "Closing Date"). The transfer shall be deemed to have

become effective at 12:01 a.m., California time on the Closing Date (the

"Effective Time").

3.2 OBLIGATIONS OF THE PARTIES AT THE CLOSING.

(a) At the Closing, Purchaser shall deliver to Seller:

(i) the Purchase Price as specified in Section 2.1, plus the

Estimated Payment;

(ii) a copy of resolutions of the Board of Directors of

Purchaser, certified by Purchaser's Secretary, authorizing the

execution, delivery and performance of this Agreement and the other

documents

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referred to herein to be executed by Purchaser, and the consummation

of the transactions contemplated hereby; and

(iii) a duly executed copy of the Company Release.

(b) At the Closing, Seller will deliver to Purchaser:

(i) stock certificates for the Shares, which certificates

shall be duly endorsed to Purchaser or accompanied by duly executed

stock powers;

(ii) a copy of resolutions of the Board of Directors of

Seller, certified by Seller's Secretary, authorizing the execution,

delivery and performance of this Agreement and the other documents

referred to herein to be executed by Seller, and the consummation of

the transactions contemplated hereby;

(iii) a duly executed copy of the Seller Release;

(iv) written resignations, effective as of the Closing Date,

from any directors, officers or managing members of the Companies

and the Subsidiaries requested by Purchaser to resign as of the

Closing;

(v) an opinion of Bass, Berry & Sims PLC in form and substance

reasonably satisfactory to Purchaser, or, with respect to certain

matters, opinions of local counsel reasonably satisfactory to

Purchaser or of the general counsel of the Seller or the Companies;

and

(vi) such other certificates, documents and instruments as

Purchaser may reasonably request in connection with the consummation

of the transactions contemplated hereby.

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

4.1 CORPORATE STATUS. Each of the Companies and each Subsidiary of the

Companies is duly organized, validly existing and in good standing under the

laws of the jurisdiction of its incorporation or organization and each (a) has

all requisite corporate or limited liability company power and authority to own,

operate or lease its properties and assets and to carry on its business as it is

now being conducted, and (b) is duly qualified to do business and is in good

standing in each of the jurisdictions listed on Section 4.1 of the Disclosure

Schedule, which includes each jurisdiction in which the ownership, operation or

leasing of its properties and assets and the conduct of its business requires it

to be so qualified, licensed or authorized, except where the failures to have

such power and authority or to be so qualified, licensed or authorized would not

have a Seller Material Adverse Effect. Seller has made available to Purchaser a

copy of the certificate

<PAGE>

of incorporation and bylaws (or similar organization documents), as amended, of

the Companies and each of their Subsidiaries, each as in effect on the date

hereof.

4.2 AUTHORITY. Seller has all requisite corporate power and authority to

enter into this Agreement and to consummate the transactions contemplated

hereby. The execution and delivery of this Agreement by Seller and the

consummation of the transactions contemplated hereby have been duly and validly

authorized by the Board of Directors of Seller and no other corporate

proceedings are necessary to authorize this Agreement or to consummate the

transactions contemplated hereby. This Agreement has been duly executed and

delivered by Seller, and (assuming due authorization and delivery by Purchaser)

this Agreement constitutes a legal, valid and binding obligation of Seller

enforceable against it in accordance with its terms, subject to general

principles of equity and except as the enforceability thereof may be limited by

applicable bankruptcy, insolvency, reorganization or other similar laws of

general application relating to creditors' rights.

4.3 NO CONFLICT. Except as set forth in Section 4.3 of the Disclosure

Schedule and except for the notification requirements of the Hart-Scott-Rodino

Antitrust Improvements Act of 1976, as amended, and the rules and regulations

promulgated thereunder (the "HSR Act"), the execution, delivery and performance

of this Agreement by Seller and the consummation by Seller of the transactions

contemplated hereby will not (a) violate, conflict with or result in the breach

of any term or provision of the charter or bylaws (or similar organizational

documents) of Seller, any of the Companies or any of the Subsidiaries, (b)

conflict with or violate any Law applicable to Seller, the Companies or any

Subsidiary or any of their respective assets, properties or businesses, (c)

result in the creation of any Encumbrance (as defined below) on the Shares, (d)

require any action, consent, approval or authorization by, or any other order

of, filing with or notification to, any Governmental Authority or (e) conflict

with or violate, result in the breach of any term or provision of, or constitute

a default (or event which with the giving of notice or lapse of time, or both,

would become a default) under, or give to others any rights of termination,

amendment, acceleration, suspension, revocation or cancellation of, or result in

the creation of any mortgage, pledge, hypothecation, claim, security interest,

encumbrance, interest, option, lien or other restriction (collectively,

"Encumbrances") on any of the assets or properties of Seller, the Companies or

any Subsidiary pursuant to, in the case of clause (e), any material agreement or

arrangement to which Seller is a party or by which it is bound or any Material

Contract, except for immaterial violations, conflicts, breaches or defaults or

violations, conflicts, breaches or defaults which would occur as a result of the

business or activities in which Purchaser is or proposes to be engaged or as a

result of any acts or omissions by, or the status of any facts pertaining to,

Purchaser.

4.4 CAPITALIZATION.

(a) The authorized and outstanding capital stock of the Companies is

set forth in Section 4.4(a) of the Disclosure Schedule. All of the

Companies' issued and outstanding stock is duly authorized, validly

issued, fully paid, nonassessable, free of any preemptive rights, have

been issued in compliance with

<PAGE>

applicable Law and is held of record and beneficially by Seller, free and

clear of any Encumbrance. The Shares constitute all of the issued and

outstanding capital stock of the Companies.

(b) Except as set forth in Section 4.4(b) of the Disclosure

Schedule, there are (i) no outstanding obligations, options, warrants,

convertible securities or other rights, agreements, arrangements or

commitments of any kind relating to the capital stock of the Companies or

obligating the Companies to issue or sell or otherwise transfer any shares

of capital stock of, or any other interest in, the Companies, (ii) no

outstanding obligations of the Companies to repurchase, redeem or

otherwise acquire any shares of their respective capital stock or to

provide funds to, or make any investment (in the form of a loan, capital

contribution or otherwise) in, any other Person or (iii) no voting trusts,

stockholder agreements, proxies or other agreements or understandings in

effect with respect to the voting or transfer of any of their respective

capital stock.

complete list of all Subsidiaries of the Companies, listing for each

Subsidiary its name, its jurisdiction of organization, the percentage of

stock or other equity interest of each subsidiary owned by the Companies

or a Subsidiary and the authorized and outstanding capital stock of each

such Subsidiary. Other than the Subsidiaries or as otherwise set forth in

Section 4.4(c) of the Disclosure Schedule, there are no other

corporations, partnerships, joint ventures, associations or other similar

entities in which the Companies own, of record or beneficially, any direct

or indirect equity or other similar interest or any right (contingent or

otherwise) to acquire the same. All of the issued and outstanding shares

(or voting securities) of each of the Subsidiaries are validly issued,

fully paid, nonassessable, and free of any preemptive rights. Except as

set forth in Section 4.4(c) of the Disclosure Schedule, (i) the Companies

own beneficially and of record all of the outstanding shares of capital

stock (or voting securities) of each Subsidiary free and clear of any

Encumbrances, (ii) there are no outstanding obligations, options,

warrants, convertible securities or other rights, agreements or

commitments of any kind relating to the capital stock of any Subsidiary or

obligating the Companies or any Subsidiary to issue or sell or otherwise

transfer any shares of capital stock of, or any other interest in, any

Subsidiary, (iii) there are no outstanding obligations of the Subsidiaries

to repurchase, redeem or otherwise acquire any shares of their respective

capital stock or to provide funds to, or make any investment (in the form

of a loan, capital contribution or otherwise) in, any other Person, and

(iv) there are no voting trusts, stockholder agreements, proxies or other

agreements or understandings in effect with respect to the voting or

transfer of any of their respective capital stock.

(d) Except as set forth on Section 4.4(d) of the Disclosure

Schedule, the "Fresh Cut" business of Seller as such business is described

in Seller's public filings with the United States Securities and Exchange

Commission (the "Business") is conducted exclusively by the Companies and

the Subsidiaries. At Closing, the assets and properties of the Companies

and the Subsidiaries will

<PAGE>

constitute substantially all of the tangible and intangible property

historically used by them.

4.5 FINANCIAL STATEMENTS.

(a) Seller has made available to Purchaser true and complete copies

of (i) the audited combined balance sheets as of January 3, 2004 and

December 28, 2002 and related audited combined statements of earnings,

cash flows and Seller's net investment for the Companies and their

Subsidiaries for the fiscal years then ended, and (ii) the unaudited

combined balance sheet as of January 1, 2005 and related unaudited

combined statements of earnings and statement of cash flows for the

Companies and their Subsidiaries for the year ended January 1, 2005

(collectively, the "Financial Statements"). The January 1, 2005 balance

sheet is referred to herein as the "Reference Balance Sheet."

(b) The Financial Statements (i) have been prepared based on the

books and records of the Companies and their Subsidiaries in accordance

with United States generally accepted accounting principles ("GAAP") and

the Companies' normal accounting practices, consistent with past practice

(except as may be indicated therein or in the notes or schedules thereto),

(ii) except with respect to the unaudited Financial Statements described

under Section 4.5(a)(ii), are in accordance with Regulation S-X of the

Securities Exchange Act of 1934, as amended, and (iii) present fairly, in

all material respects, the combined financial condition, combined results

of operations and combined statements of cash flow of the Companies and

their Subsidiaries as of the dates indicated or for the periods indicated.

in all material respects to provide reasonable assurance (i) that

transactions of the Companies and the Subsidiaries are recorded as

necessary to permit preparation of financial statements in conformity with

GAAP, (ii) that receipts and expenditures of the Companies and the

Subsidiaries are being made only in accordance with the authorization of

management, and (iii) regarding prevention or timely detection of the

unauthorized acquisition, use or disposition of the Assets that could

materially affect the combined financial statements of the Companies and

the Subsidiaries. Based on information available and Seller's internal

control review conducted through the date hereof, Seller has no knowledge

of any significant deficiencies or material weaknesses in the design or

operation of Seller's internal control over financial reporting with

respect to the Companies, the Subsidiaries or the Business. The books and

records of the Companies and the Subsidiaries, all of which have been made

available to Purchaser, are complete and accurate in all material respects

and at the Closing will be in their possession.

(d) The matters relating to Seller and certain of its Subsidiaries

subject to an informal inquiry by the Securities and Exchange Commission

and under investigation by Seller's Audit Committee do not involve or

affect the financial

<PAGE>

reporting, financial statements or internal controls relating to the

Business or any of the Companies or Subsidiaries.

(e) Section 4.5(e) of the Disclosure Schedule sets forth Seller's

good faith calculation of excess raw product costs, fruit start-up costs,

excess insurance allocation costs, executive severance costs and bonus

costs, in each case, of the Companies and the Subsidiaries for the fiscal

year ended January 1, 2005.

4.6 REAL PROPERTY.

(a) Section 4.6(a) of the Disclosure Schedule sets forth a true and

complete list of all of the real property owned or leased by the Companies

or any Subsidiary, including any on which one of the Companies' or their

Subsidiaries' operating facilities is located, as delineated therein,

including:

(i) with respect to the owned real property, (a) if available,

the street address of each parcel of owned real property, and (b)

the current owner of each such parcel of owned real property, and

(ii) with respect to the leased real property, (a) if

available, the street address of each parcel of leased real

property, (b) the identity of the lessor and lessee of each such

parcel of leased real property, (c) the term of the lease pertaining

to each such parcel of leased real property and (d) a list of all

leases, as amended (the "Real Property Leases").

(b) Except as otherwise set forth in Section 4.6(b) of the

Disclosure Schedule, (i) the Companies or one of their Subsidiaries have

good and marketable fee simple title to all of the real property owned by

them (the "Owned Real Property"), free and clear of all Encumbrances,

except (x) to the extent of liens reserved against in the Financial

Statements for the applicable property, (y) liens for taxes not yet due

and payable or which are being contested in good faith, or (z) liens that

individually or in the aggregate would not have a Seller Material Adverse

Effect (collectively, "Permitted Encumbrances"), (ii) there are no leases,

subleases, licenses, concessions or other agreements granting to any

Person the right to use or occupy the Owned Real Property, and (iii) there

are no outstanding options, rights of first offer or rights of first

refusal to purchase the Owned Real Property or any portion thereof or

interest therein.

subsisting leasehold estate in and the right to quiet enjoyment of the

material real properties leased by it as lessee (the "Leased Real

Property" and, together with the Owned Real Property, the "Real Property")

under the Real Property Leases related to such Leased Real Property. The

improvements on the Real Property listed in Section 4.6(c) of the

Disclosure Schedule are in all material respects in good operating

condition and in a state of good maintenance and repair, ordinary wear and

tear excepted, are adequate and suitable for the purposes for which they

are presently being used and there are no condemnation or appropriation

proceedings

<PAGE>

pending or threatened against any of such real property or the

improvements thereon.

4.7 ASSETS. Except as disclosed in Section 4.7 of the Disclosure Schedule,

either one of the Companies or a Subsidiary, as the case may be, owns or leases

all the properties and assets, including, without limitation, the Companies

Intellectual Property (defined in Section 4.9) and the assets reflected in the

Reference Balance Sheet (except for inventory or other assets disposed of in the

ordinary course of business consistent with past practice), but excluding the

Real Property, used or held for use by the Companies or a Subsidiary in the

conduct of the Business (all such properties and assets being the "Assets"),

except where the failures to own or lease such Assets would not have a Seller

Material Adverse Effect. Either one of the Companies or a Subsidiary, as the

case may be, has good and valid title to, or in the case of leased or subleased

Assets, valid and subsisting leasehold interests in, all the Assets, free and

clear of all Encumbrances, except (a) as disclosed in Section 4.7 of the

Disclosure Schedule, (b) for Permitted Encumbrances and (c) where the failure to

have good and valid title to or valid or subsisting leasehold interests in the

Assets would not have a Seller Material Adverse Effect. Except as set forth in

Section 4.7 of the Disclosure Schedule, the Assets, together with the Real

Property, are sufficient for the conduct of the Business as currently conducted

by the Companies and Subsidiaries. The equipment used or held for use by the

Companies and Subsidiaries is in all material respects in good operating

condition and in all material respects in a state of good maintenance and

repair, ordinary wear and tear excepted.

4.8 MATERIAL CONTRACTS.

(a) Section 4.8(a) of the Disclosure Schedule sets forth a true and

complete list of all the Material Contracts to which any of the Companies

or their Subsidiaries is a party or by which it is expressly bound. As

used herein, "Material Contracts" means all of the following:

(i) each agreement or arrangement to which any of the

Companies or any Subsidiary is party or by which it is bound (a

"Contract") that was not entered into in the ordinary course of

business consistent with past practice;

(ii) each agreement with any Key Customer or Key Supplier;

(iii) each agreement, indenture or other instrument relating

to the borrowing of money, or guaranteeing, or providing security

for, indebtedness, in an amount in excess of One Million Dollars

($1,000,000) or otherwise restricting, in any material respect, the

ability of the Companies or Subsidiaries to incur indebtedness or

provide security for indebtedness;

<PAGE>

(iv) each partnership, material joint venture or material

other similar agreement to which any of the Companies or any

Subsidiary is a party or by which any of them is otherwise expressly

bound;

(v) each agreement, arrangement, contract or commitment

restricting or otherwise affecting the ability of the Companies or

Subsidiaries to engage in any business or compete in any

jurisdiction or otherwise solicit customers;

(vi) each material Real Property Lease, each agreement

covering Companies Used Intellectual Property and each lease of

material equipment or other material Assets;

(vii) each agreement, arrangement, contract or commitment with

a third party for the benefit of any of the Companies or

Subsidiaries or the Business restricting or otherwise affecting the

ability of the third party to engage in the Business or compete or

solicit customers of the Business in any jurisdiction;

(viii) each Contract with exclusive supply or requirements

obligations;

(ix) each employment agreement of any of the Companies or any

of their Subsidiaries pursuant to which any employee is entitled to

receive base salary in excess of $100,000 in any one year and each

material consulting Contract;

(x) each agreement for the sale or other transfer of a

material Asset or Owned Real Property that has not yet been

consummated and was not entered into in the ordinary course of

business consistent with past practice;

(xi) each Contract with Seller or any other affiliate of

Seller;

(xii) each Contract providing for any "earn out" type

arrangements to any Person;

(xiii) each other existing agreement, not otherwise covered by

clauses (i) through (xii), that requires payments by or to any of

the Companies or any Subsidiary in excess of One Million Dollars

($1,000,000) during any one year and has not been entered into in

the ordinary course of business consistent with past practice;

(b) Except as disclosed in Section 4.8(b) of the Disclosure

Schedule:

(i) neither any of the Companies nor any Subsidiary party to

any Material Contract, nor, to the knowledge of Seller, any other

party thereto, is in breach thereof or default thereunder except

where such

<PAGE>

breach or default would not have a Seller Material Adverse Effect,

or has given notice of breach or default to any other party

thereunder; and

(ii) each Material Contract is valid and binding on each of

the relevant Companies and their relevant Subsidiaries and, to the

knowledge of Seller, each respective counterparty thereto, and each

Material Contract is in full force and effect and is enforceable in

accordance with its terms, subject to general principles of equity

and except as the enforceability thereof may be limited by

applicable bankruptcy, insolvency, reorganization or other similar

laws of general application relating to creditors' rights. No third

party to any Material Contract has notified Seller or any of the

Companies or Subsidiaries that it intends to terminate or otherwise

alter any Material Contract.

the Disclosure Schedule, there are no outstanding material warranties,

other than those made in the ordinary course of business consistent with

past practices, made by the Companies or Subsidiaries and there have been

no material warranty claims within the past two (2) years and there are no

material unresolved claims thereunder.

(d) Seller has made available to Purchaser each Material Contract,

other than as indicated on Section 4.8(a) of the Disclosure Schedule.

4.9 INTELLECTUAL PROPERTY.

(a) Section 4.9 of the Disclosure Schedule sets forth a true and

complete list of all (i) intellectual property registrations and

applications, Internet domain names and material unregistered intellectual

property owned by the Companies or any Subsidiary and (ii) material

intellectual property licensed by the Companies or any Subsidiary (whether

as licensee or licensor) (excluding "clickwrap" or "shrinkwrap"

agreements, agreements contained in or pertaining to "off-the-shelf"

software, and the terms of use or service for any website, to the extent

each is commercially available to consumers on nondiscriminatory pricing

terms). There are no pending actions against any of the Companies or any

Subsidiary of which the Companies or any Subsidiary have been given

written notice that assert that the Companies or any Subsidiary violate or

infringe or unlawfully use the intellectual property rights of others or

challenging the Companies' or any Subsidiary's ownership or use of, or

the validity, enforceability or registrability of any intellectual

property. To the knowledge of Seller, neither any of the Companies nor any

Subsidiary violates, infringes upon or unlawfully uses any intellectual

property owned by another Person. Neither any of the Companies nor any

Subsidiary has received any written notice alleging any violation,

infringement upon or unlawful use of any intellectual property rights of

others or challenging the Companies' or any Subsidiary's ownership or use

of, or

<PAGE>

the validity, enforceability or registrability of any intellectual

property that remains unresolved on the date hereof. Except as set forth

in Section 4.9(a) of the Disclosure Schedule, neither the Companies nor

any Subsidiary has brought or threatened any Action against another Person

involving intellectual property, and to the knowledge of Seller, there is

no basis for any Action regarding the foregoing.

(b) Except as set forth in Section 4.9(b) of the Disclosure

Schedule, the Companies or a Subsidiary solely and exclusively owns all

intellectual property owned by the Companies or a Subsidiary ("Companies

Owned Intellectual Property") and has the valid and enforceable right to

use all other material intellectual property used or held for use by the

Companies or any Subsidiary ("Companies Used Intellectual Property"), free

and clear of all material Encumbrances.

of Seller, any Companies Used Intellectual Property, (i) has been duly

maintained, (ii) is subsisting, in full force and effect and (iii) has not

been cancelled, expired or abandoned.

4.10 LITIGATION, CLAIMS AND PROCEEDINGS. Except as set forth in Section

4.10 of the Disclosure Schedule, there are no Actions that have been brought by

or against any Governmental Authority or any other Person pending or, to the

knowledge of Seller, threatened against or by the Companies, any Subsidiary of

the Companies, the Business, any Assets, or any of their Owned Real Property or

Leased Real Property, which, if adversely determined, would result in

liabilities in excess of Three Million Dollars ($3,000,000) or material

injunctive or equitable relief, or would have a Seller Material Adverse Effect.

There are no existing Governmental Orders naming the Companies or any Subsidiary

as an affected party. Seller makes no representation in this Section 4.10 as to

any matter the subject matter of which is specifically covered by Sections 4.9,

4.11, 4.13 or 4.14 of this Agreement.

4.11 ENVIRONMENTAL AND SAFETY AND HEALTH MATTERS. Except as disclosed in

Section 4.11 of the Disclosure Schedule:

(a) The Companies and their Subsidiaries have obtained all material

Permits that are required under any Environmental Law for the operation of

their businesses as currently being conducted. To Seller's knowledge, all

such Permits are valid and in full force and effect, and will survive the

Closing without material modification. "Environmental Law" means any

applicable Law relating to (i) the protection, investigation or

restoration of the environment or natural resources, (ii) the protection

of human health and safety as it pertains to exposure to Hazardous

Substances, or (iii) the handling, use, presence, disposal, treatment,

storage, release or threatened release of any Hazardous Substance, and

includes, without limitation, the Comprehensive Environmental Response,

Compensation and Liability Act, the Federal Water Pollution Control Act,

the Clean Air Act, the Resource Conservation and Recovery Act, the

Occupational Safety and Health

<PAGE>

Act, the Hazardous Materials Transportation Act, the Safe Drinking Water

Act, the Federal Insecticide, Fungicide & Rodenticide Act, the National

Environmental Policy Act, the Emergency Planning & Community Right-to Know

Act, and any similar or analogous state statutes. "Hazardous Substance"

means any substance that is (i) listed, classified or regulated pursuant

to any Environmental Law, (ii) any petroleum product or by-product, (iii)

any asbestos-containing material and (iv) any other substance which is the

subject of regulatory action by any Governmental Authority pursuant to any

Environmental Law or which may result in liability pursuant to any

Environmental Law.

(b) The Companies and their Subsidiaries are in material compliance

with all material Permits required under all Environmental Laws that are

used in the operation of their businesses as currently being conducted.

The Companies and their Subsidiaries have historically been in compliance

with all Permits required under all Environmental Laws, except where the

failures to comply would not have a Seller Material Adverse Effect. To the

knowledge of Seller, no circumstances exist which could cause any material

Permit to be revoked, modified or rendered non-renewable upon payment of

the permit fee.

material compliance with all Environmental Laws. The Companies, their

Subsidiaries and the Real Property have historically been in material

compliance with all Environmental Laws, except where the failure to comply

would not, individually or in the aggregate, have a Seller Material

Adverse Effect. To Seller's knowledge, no Hazardous Substance is located

on any of the Real Property, except in material compliance with all

Environmental Laws. To Seller's knowledge, no facts or circumstances exist

which would reasonably be expected to involve any of the Companies or any

Subsidiary in any environmental litigation, or impose upon the Purchaser

or the Companies or their Subsidiaries any environmental liability which

would have a Seller Material Adverse Effect.

(d) To Seller's knowledge, neither any of the Companies nor any

Subsidiary, nor, any other Person, has had a material disposal or release

of any Hazardous Substances on, under, in, from, adjacent to or about the

Real Property.

(e) None of the Companies nor any Subsidiary has disposed or

arranged for the disposal of Hazardous Substances on any third party

property that has subjected or, to the knowledge of Seller, may subject

the Companies or their Subsidiaries to material liability under any

Environmental Law.

(f) To Seller's knowledge, there has been no discharge or release at

any property formerly owned, used, leased or occupied by the Companies or

any Subsidiary which has subjected or is expected to subject the Companies

or their Subsidiaries to material liability under any Environmental Law.

(g) None of the Companies nor their Subsidiaries have received any

written notice, demand, letter, claim or request for information alleging

violation

<PAGE>

of or liability under any Environmental Law and neither the Companies nor

their Subsidiaries are party to any written proceedings, actions, orders,

decrees or injunctions alleging material liability under any Environmental

Law.

(h) None of the Companies or their Subsidiaries have entered into

any agreement that may require them to pay to, reimburse, guarantee,

pledge, defend, indemnify or hold harmless any person from or against any

liabilities or costs arising in connection with or relating to

Environmental Laws.

(i) Seller has delivered or made available to Purchaser copies of

all environmental assessments, audits, studies and other environmental

reports in its possession relating to the Companies, their Subsidiaries

and the Real Property.

(j) Except for such expenditures that have been included in the

projected budgets for the Companies or its Subsidiaries, which have been

provided to Purchaser, to Seller's knowledge, none of the Companies nor

their Subsidiaries is required to make any capital or other expenditures

to comply with applicable Environmental Law exceeding $500,000.

4.12 COMPLIANCE WITH LAW. Except as disclosed in Section 4.12 of the

Disclosure Schedule, to the knowledge of Seller, the Companies and the

Subsidiaries have conducted and are currently conducting their business in

accordance with all Laws and Governmental Orders applicable to the Companies or

any Subsidiary or any of the Assets, the Real Property or their business, except

where the violation of such Laws or Governmental Orders would not have a Seller

Material Adverse Effect. Neither the Companies nor any Subsidiary has received

any outstanding or uncured written notice alleging any default or violation of

any Law or Governmental Order nor to Seller's knowledge is there any reasonable

basis for any such allegation, which, if true, would have a Seller Material

Adverse Effect. The Companies and the Subsidiaries have each Permit required by

Law for the operation of the Business, except where the failure to have any such

Permit would not have a Seller Material Adverse Effect. Each Permit is valid,

binding and in full force and effect and none of the Companies or Subsidiaries

is in default thereunder (or would be with the giving of notice or lapse of time

or both) except for such defaults as would not have a Seller Material Adverse

Effect. Seller makes no representation in this Section 4.12 as to any matter the

subject matter of which is specifically covered by Section 4.9, 4.11, 4.13 or

4.14 of this Agreement.

<PAGE>

4.13 EMPLOYEE MATTERS AND BENEFIT PLANS.

(a) Section 4.13(a)(i) of the Disclosure Schedule identifies each

employment, bonus, deferred compensation, pension, stock option, stock

appreciation right, profit-sharing or retirement plan, arrangement or

practice, each medical, vacation, retiree medical, severance pay plan, and

each other agreement or fringe benefit plan, arrangement or practice, of

the Seller which affects or covers any current employee of the Companies

or a Subsidiary, including all "employee benefit plans" as defined by

Section 3(3) of ERISA (collectively, the "Seller Plans"). Purchaser will

have no liabilities or obligations under any Seller Plan, except as

specifically provided in this Agreement. Section 4.13(a)(ii) of the

Disclosure Schedule identifies each employment, bonus, deferred

compensation, pension, stock option, stock appreciation right,

profit-sharing or retirement plan, arrangement or practice, each medical,

vacation, retiree medical, severance pay plan, and each other agreement or

fringe benefit plan, arrangement or practice, of the Seller, the Companies

or any Subsidiary which affects or covers any current employee of the

Companies or a Subsidiary, including all "employee benefit plans" as

defined by Section 3(3) of ERISA (collectively, the "Company Plans").

(b) Except as set forth on Section 4.13(b) of the Disclosure

Schedule, for each Company Plan, correct and complete copies of the plan

documents and summary plan descriptions, the most recent Form 5500 annual

report, the most recent favorable determination letter (if applicable),

and all related trust agreements, insurance contracts and funding

agreements which implement each such Company Plan, have been made

available to Purchaser.

whether formal or informal, (i) to create any additional such Company

Plan; (ii) to modify or change any such Company Plan; or (iii) to maintain

for any period of time any such Company Plan, except as described in

Section 4.13 of the Disclosure Schedule.

(d) Except as disclosed in Section 4.13 of the Disclosure Schedule,

(i) neither the Companies, any Subsidiary, nor, to the knowledge of

Seller, any Company Plan or any trustee, administrator, fiduciary or

sponsor of any Company Plan has engaged in any prohibited transactions as

defined in Section 406 of ERISA or Section 4975 of the Code for which

there is no statutory exemption under Section 408 of ERISA or Section 4975

of the Code; (ii) all material filings, reports and descriptions as to all

Company Plans (including Form 5500 annual reports, summary plan

descriptions, and summary annual reports) required to have been made or

distributed to participants, the Internal Revenue Service, the United

States Department of Labor and other governmental agencies have been made

in a timely manner or will be made in a timely manner on or prior to the

Closing Date; (iii) there is no material litigation, disputed claim,

governmental proceeding or investigation pending or, to the knowledge of

Seller, threatened with respect to any Company Plan, the related trusts,

or any fiduciary, trustee, administrator or sponsor of any Company Plan;

and (iv) all Company Plans have been established,

<PAGE>

maintained and administered in all material respects in accordance with

their governing documents and applicable provisions of ERISA and the Code.

(e) Except as disclosed in Section 4.13 of the Disclosure Schedule,

none of the Company Plans provide for continuing benefits or coverage

after termination or retirement from employment, except for COBRA rights

under a "group health plan" as defined in Section 4980B(g) of the Code and

Section 607 of ERISA.

(f) Except for the Midwest Pension Plan (contributed to pursuant to

the collective bargaining agreement between Redi-Cut Foods, Inc. and

Manufacturing, Production and Service Workers Union, Local 24), neither

the Companies, any Subsidiary, nor any entity required to be aggregated

with the Companies or any Subsidiary under Section 414(b), (c), (m) or (o)

of the Code ("ERISA Affiliate") has ever sponsored, participated in, or

contributed to (or been required to contribute to) either a plan subject

to Title IV of ERISA, or a multiemployer plan as defined in Section

4001(a)(3) of ERISA. Neither the Companies, any Subsidiary nor any ERISA

Affiliate has ever withdrawn from such a multiemployer plan nor incurred

any liability as a result of any partial or complete withdrawal by any

employer from a multiemployer plan as described under Sections 4201, 4203,

or 4205 of ERISA. No event has occurred that presents a material risk of a

partial withdrawal from the Midwest Pension Plan. The aggregate withdrawal

liability of the Companies, Subsidiaries and ERISA Affiliates, computed as

if a complete withdrawal by the Companies, Subsidiaries and ERISA

Affiliates had occurred under the Midwest Pension Plan on the date hereof,

would not exceed $50,000.

(g) Each Company Plan that is intended to be qualified within the

meaning of Section 401(a) of the Code has received a determination letter

from the Internal Revenue Service that it is so qualified, and no fact or

event has occurred since the date of such determination letter that could

adversely affect the qualified status of any such Company Plan.

(h) As of the date hereof, Seller has not received any notification

or other direct indication from any employee listed in Section 4.8(h) of

the Disclosure Schedule (collectively, "Key Employees") that such employee

intends to terminate his or employment with any of the Companies.

4.14 TAXES. Except as set forth in Section 4.14 of the Disclosure

Schedule:

(a) Each of the Companies and the Subsidiaries has filed, or Seller

has filed on behalf of each of them, all Tax Returns required to be filed

on or before the date of this Agreement, except where the failure to file

such Tax Returns or to pay such Taxes shown thereon as owing would not

have a Seller Material Adverse Effect, all such Tax Returns are true,

correct and complete in all material respects and all Taxes shown due with

respect to the periods covered by such Tax Returns have been paid. True

and correct copies of all federal, state and local

<PAGE>

income Tax Returns filed by or on behalf of each of the Companies and the

Subsidiaries for all periods since December 31, 2001, have been heretofore

made available to Purchaser except for such returns where Seller files a

consolidated return that includes any Company or any Subsidiary. Except as

set forth in Section 4.14 of the Disclosure Schedule, all Taxes not yet

due and payable by the Companies and the Subsidiaries have been properly

accrued on the books of account of the Companies in accordance with GAAP.

(b) There are no (i) examinations, audits, actions, proceedings,

investigations or disputes pending of which Seller or any of the Companies

or their Subsidiaries have been notified in writing, (ii) claims asserted

in writing for Taxes, (iii) waivers or extensions of statutes of

limitation with respect to Taxes currently in effect, or (iv) closing

agreements, or similar agreements entered into or issued by any Taxing

Authority, in each case with respect to any Company or Subsidiary, that

may, in each case, increase any Taxes of such Company or Subsidiary by a

material amount.

any Subsidiary is subject to Tax or obligated to file a Tax Return in a

jurisdiction in which such Company or Subsidiary does not pay Tax or file

a Tax Return.

(d) None of the Companies nor any Subsidiary is a party to any Tax

allocation or sharing agreement.

(e) There are no liens for Taxes upon the Assets or properties of

the Companies or any Subsidiary (whether real, personal or mixed, tangible

or intangible) except for statutory liens for Taxes not yet due or

payable.

(f) None of the Seller, any of the Companies nor any of their

Subsidiaries is a "foreign person" within the meaning of Section 1445 of

the Code.

(g) None of the Companies nor any Subsidiary has been a United

States real property holding corporation within the meaning of Code

Section 897(c)(2) during the applicable period specified in Code Section

897(c)(1)(A)(ii).

(h) Except with respect to any Affiliated Group of which the Seller,

the Companies or a Subsidiary is the common parent, none of the Companies

nor any Subsidiary (i) has been a member of an Affiliated Group or (ii)

has any liability to pay, reimburse, indemnify, or otherwise bear the

Taxes of any Person under Treas. Reg. Section 1.1502-6 (or any similar

provision of state, local or foreign law), as a transferee or successor,

by contract or otherwise.

(i) Each Affiliated Group has filed all Tax Returns that it was

required to file for each taxable period during which any of the Companies

or any Subsidiary was a member of that Affiliated Group, and has paid all

Taxes shown thereon as owing, except where the failure to file such Tax

Returns or pay such Taxes would not have a Seller Material Adverse Effect.

<PAGE>

(j) Each of the Companies and their Subsidiaries has withheld and/or

paid all Taxes required to have been withheld and/or paid in connection

with amounts paid or owed to any employee, independent contractor,

creditor, stockholder, member or other third party.

(k) No Company or Subsidiary has reported, and Seller has not

reported with respect to any Company or Subsidiary, any "reportable

transaction" as defined in Treasury Regulation Section 1.6011-4 or any

transaction that is required to be reported to any Taxing Authority

pursuant to any corresponding or similar provision of state, local or

foreign Law.

4.15 ABSENCE OF UNDISCLOSED LIABILITIES. Except for liabilities or

obligations which are accrued or reserved against in the Reference Balance Sheet

(or reflected in the notes thereto) or in connection with the transactions

contemplated by this Agreement, the Companies and their Subsidiaries do not have

any liabilities or obligations (contingent or absolute) which would constitute a

Seller Material Adverse Effect. Seller makes no representation in this Section

4.15 as to any matter the subject matter of which is specifically covered by

Sections 4.9, 4.11, 4.13 or 4.14 of this Agreement.

4.16 ABSENCE OF CERTAIN CHANGES. Except as (a) disclosed on the Reference

Balance Sheet; (b) disclosed in Section 4.16 of the Disclosure Schedule; or (c)

expressly contemplated by this Agreement, since the date of the Reference

Balance Sheet, neither the Companies nor their Subsidiaries have: (i) suffered

any change constituting a Seller Material Adverse Effect; (ii) split, combined

or reclassified their capital stock; (iii) materially changed their accounting

principles, practices or methods, except as required by GAAP or applicable Law;

(iv) declared or paid any dividend or other distribution of cash or other assets

or made any payments to Seller or its affiliates (in each case, on a net basis),

or released any claims against Seller or its affiliates, except for (A)

participation in Seller's cash management program pursuant to which cash

collected by the Companies and their Subsidiaries is swept by Seller to reduce

amounts outstanding under the Intercompany Notes and expenditures made by the

Companies and the Subsidiaries are paid with funds provided by Seller increasing

the balances of the Intercompany Notes, consistent with past practice, and (B)

the payment of any accounts payable to Seller or its affiliates arising from the

sale in the ordinary course of business of food or other products or services to

the Companies and the Subsidiaries by Seller or such affiliates consistent with

past practice; (v) materially increased any compensation or expanded any

perquisites of employees; (vi) paid any liabilities or collected any receivables

other than in the ordinary course of business based on the normal terms thereof

and consistent with past practice; (vii) sold or otherwise transferred any

material asset of the Companies or the Subsidiaries; or (viii) otherwise

operated the business other than in the ordinary course consistent with past

practices.

4.17 LABOR MATTERS.

(a) Section 4.17(a) of the Disclosure Schedule lists each collective

bargaining agreement, work rule or practice, or other labor-related

Contract (collectively, "CBAs") to which any of the Companies or one of

their Subsidiaries

<PAGE>

is a party or by which it is bound, or which pertain to any of the

employees of the Companies or the Subsidiaries. There is no material

arbitration, material grievance, labor dispute, strike, slowdown or

stoppage in progress or pending or, to the knowledge of Seller,

threatened, against or involving the Companies or any Subsidiary. Since

December 28, 2002, neither the Companies nor any Subsidiary has

experienced any material arbitration, material grievance, labor dispute,

strike, lockout, slowdown or stoppage. Seller has no knowledge of any

labor union organizing activities or proceedings with respect to any

employees of the Companies or their Subsidiaries. Since December 28, 2002,

there has been no request for collective bargaining or for a

representation election from, or any demand for recognition or

certification by, any employee, union, labor organization, works council

or the National Labor Relations Board or any other labor relations

tribunal or authority, and there are no representation or certification

proceedings or petitions seeking a representation proceeding presently

pending or threatened in writing to be brought or filed with the National

Labor Relations Board or any other labor relations tribunal or authority.

(b) Since December 28, 2002 and except as set forth in Section

4.17(b) of the Disclosure Schedule, the Companies and the Subsidiaries

have not received notice of (i) any unfair labor practice charge or

complaint pending or threatened before the National Labor Relations Board

or any other Governmental Authority, (ii) any complaints, grievances or

arbitrations arising out of any CBAs or otherwise, (iii) any charge or

complaint with respect to or relating to them pending before the Equal

Employment Opportunity Commission or any other Governmental Authority

responsible for the prevention of unlawful employment practices, (iv) the

intent of any Governmental Authority responsible for the enforcement of

labor, employment, child labor, immigration, or occupational safety and

health Laws to conduct an investigation with respect to or relating to

them or notice that such investigation is in progress, or (v) any

complaint, lawsuit or other proceeding pending or threatened in any forum

by or on behalf of any present or former employee of such entities, any

applicant for employment or classes of the foregoing alleging breach of

any express or implied contract of employment, any applicable Law

governing employment or the termination thereof or other discriminatory,

wrongful or tortuous conduct in connection with the employment

relationship, except, in each case under clauses (i) through (v) above,

for such charges, complaints, investigations, compla

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