STOCK PURCHASE AGREEMENT BY AND BETWEEN CHIQUITA BRANDS INTERNATIONAL, INC. AND PERFORMANCE FOOD GROUP COMPANY FEBRUARY 22, 2005

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Title: STOCK PURCHASE AGREEMENT BY AND BETWEEN CHIQUITA BRANDS INTERNATIONAL, INC. AND PERFORMANCE FOOD GROUP COMPANY FEBRUARY 22, 2005
Governing Law: Tennessee Date: 2/23/2005
Industry: Food Processing Law Firm: with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP Sector: Consumer/Non-Cyclical

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

Page

----

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 Taxes18

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

[The Disclosure Schedule is not included herewith. A copy of the Disclosure

Schedule will be furnished supplementally to the Securities and Exchange

Commission upon request.]

iii

<PAGE>

INDEX OF DEFINED TERMS

Term Section

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)

<PAGE>

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

<PAGE>

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)

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

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.

and if 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 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

<PAGE>

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

<PAGE>

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.

and 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.

sufficient 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.

of 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.

knowledge 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.

in 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 healt

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