1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q


(Mark One)

   X          Quarterly report pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of 1934

For the quarterly period ended February 27, 1994 or

              Transition report pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of 1934

For the transition period from __________________  to    _________________

Commission file number   0-1118


                               DEAN FOODS COMPANY
             (Exact name of registrant as specified in its charter)



                 DELAWARE                                      36-0984820
(State or other jurisdiction of incorporation               (I.R.S. Employer
             or organization)                               Identification No.)


3600 North River Road, Franklin Park, Illinois               60131
  (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code       (708)  678-1680 

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

        Yes   X    No 

The number of shares of the Registrant's Common Stock, par value $1 per share,
outstanding as of the date of this report was 39,768,314.



Total number of pages 99.
   2
PART I - FINANCIAL INFORMATION


A.       UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         On January 1, 1994, the Registrant acquired the assets and
         certain liabilities of the Birds Eye Frozen Vegetable business of the
         All-American Gourmet Company, a wholly-owned subsidiary of Kraft 
         General Foods, Inc.  Accordingly, the unaudited condensed consolidated 
         financial statements include the results of operations from the date 
         of acquisition.  Pro forma results of operations for periods covered 
         by this report reflecting this acquisition are disclosed in Notes to 
         the Condensed Consolidated Financial Statements.  The impact of the 
         acquisition on the Registrant's financial position is disclosed in 
         Dean Foods Company and Birds Eye Pro Forma Condensed Combined 
         Financial Information contained in Form 8-K/A, Amendment No. 1 dated 
         March 14, 1994 previously filed by the Registrant.

         In the opinion of the Registrant, all adjustments, consisting only of
         normal recurring adjustments, necessary for a fair presentation of the
         following unaudited condensed consolidated financial statements have
         been included herein.  Certain information and footnote disclosures
         normally included in the financial statements have been omitted.
         These unaudited condensed consolidated financial statements should be
         read in conjunction with the Registrant's 1993 Annual Report on Form
         10-K.

                                    - 2 -
   3
ITEM 1.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                     FOR THE QUARTERS AND NINE MONTHS ENDED

                    FEBRUARY 27, 1994 AND FEBRUARY 28, 1993

                  (In Thousands Except for Per Share Amounts)



                              Third Quarters Ended            Nine Months Ended
                             ----------------------       ------------------------
                              Feb. 27,     Feb. 28,        Feb. 27,       Feb. 28,
                                1994         1993            1994           1993
                              --------     --------       ---------       --------
                                                  (Unaudited)
                                                            
Net sales                     $622,890     $566,565       $1,759,654     $1,682,118
                              --------     --------       ----------     ----------

Costs and expenses:
  Costs of products sold       483,012      439,139        1,375,022      1,305,347
  Delivery, selling and
    administrative expenses    105,074       97,461          296,364        286,607
  Interest expense               4,410        3,871           11,101         11,213
  Other (income) expense, net      112         (491)          (1,279)        (2,602)
                              --------     --------       ----------     ---------- 

                               592,608      539,980        1,681,208      1,600,565
                              --------     --------       ----------     ----------
Income before income taxes
  and cumulative effect of
  changes in accounting
  principles                    30,282       26,585           78,446         81,553

Provision for income taxes      11,840       10,620           31,963         32,992
                              --------     --------       ----------     ----------

Income before cumulative
  effect of changes in
  accounting principles         18,442       15,965           46,483         48,561

Cumulative effect of changes
  in accounting principles,
  net of taxes                       -            -            1,179              -
                              --------     --------       ----------     ----------

Net income                    $ 18,442     $ 15,965       $   47,662     $   48,561
                              --------     --------       ----------     ----------
                              --------     --------       ----------     ----------

Earnings per share*:

  Earnings per common share
    before cumulative effect
    of changes in accounting
    principles                   $0.46        $0.41            $1.17          $1.23

  Cumulative effect per common
    share of changes in
    accounting principles            -            -              .03              -
                              --------     --------       ----------     ----------

Earnings per common share*       $0.46        $0.41            $1.20          $1.23
                              --------     --------       ----------     ----------
                              --------     --------       ----------     ----------

Dividends per share
  (Declared and paid)            $0.16        $0.30            $0.48          $0.45    
                              --------     --------       ----------     ----------
                              --------     --------       ----------     ----------


* Based upon weighted average common shares outstanding.

See accompanying Notes to Condensed Consolidated Financial Statements.

                                    - 3 -
   4
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                       FEBRUARY 27, 1994 AND MAY 30, 1993

                                 (In Thousands)



                                              February 27,          May 30,
                                                  1994               1993 
                                              ------------         --------
                                              (Unaudited)
                 ASSETS
                 ------
                                                            
CURRENT ASSETS:
  Cash and temporary cash investments         $   13,489            $ 41,572
  Accounts and notes receivable,
    less allowance for doubtful
    accounts of $4,438 and $5,331,
    respectively                                 169,328             146,541
  Inventories                                    287,375             178,996
  Other current assets                            29,253              38,993
                                              ----------            --------

     Total Current Assets                        499,445             406,102
                                              ----------            --------

PROPERTIES:
  Property, plant and equipment, at cost         891,465             770,898
  Accumulated depreciation                       344,828             327,134
                                              ----------            --------

                                                 546,637             443,764
                                              ----------            --------

OTHER ASSETS                                      66,279              42,970
                                              ----------            --------

     Total Assets                             $1,112,361            $892,836   
                                              ----------            --------
                                              ----------            --------
   LIABILITIES AND SHAREHOLDERS' EQUITY
   ------------------------------------
CURRENT LIABILITIES:
  Short-term notes payable                    $  147,121            $      -
  Current installments of long-term
    obligations                                    2,272               2,351
  Accounts payable and accrued expenses          224,724             193,571
  Dividends payable                                6,464               5,953
  Federal and state income taxes                   4,100               5,834
                                              ----------            --------

     Total Current Liabilities                   384,681             207,709
                                              ----------            --------

LONG-TERM OBLIGATIONS (Less current
  installments included above)                   148,423             151,127
                                              ----------            --------

DEFERRED LIABILITIES                              72,974              57,681
                                              ----------            --------

SHAREHOLDERS' EQUITY:
  Common stock                                    41,017              40,946
  Capital in excess of par value                   5,367               3,955
  Retained earnings                              490,067             461,479
  Less - Treasury stock - at cost                 30,168              30,061
                                              ----------            --------

    Total Shareholders' Equity                   506,283             476,319
                                              ----------            --------

      Total Liabilities and
        Shareholders' Equity                  $1,112,361            $892,836
                                              ----------            --------
                                              ----------            --------



See accompanying Notes to Condensed Consolidated Financial Statements.

                                    - 4 -
   5
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

         FOR NINE MONTHS ENDED FEBRUARY 27, 1994 AND FEBRUARY 28, 1993

                                 (In Thousands)



                                                    Nine Months Ended
                                              ------------------------------
                                              February 27,      February 28,
                                                  1994              1993
                                              ------------      ------------
                                                        (Unaudited)
                                                           
Net cash used for operations                   $ 55,922          $ 36,439 
                                               --------          ---------

Cash flows from investing activities:
  Capital expenditures                          (63,450)          (53,922)
  Proceeds from disposition of property,
    plant and equipment                           5,675             2,759
  Acquisitions of businesses, net of
    cash acquired                              (154,523)           (2,562)
  Proceeds from a business divested                   -               550
                                               --------          --------
Net cash used in investing activities          (212,298)          (53,175)
                                               --------          -------- 

Cash flows from financing activities:
  Increase in short-term obligations            147,121            30,200
  Repayment of long-term obligations             (2,889)           (3,235)
  Unexpended industrial revenue
    bond proceeds                                 1,334             2,310
  Cash dividends paid                           (18,756)          (17,407)
  Issuance of common stock                        1,483             2,041
  Purchase of treasury stock                          -            (8,517)
                                               --------          -------- 
Net cash provided from financing activities     128,293             5,392
                                               --------          --------

Decrease in cash and temporary cash
  investments                                   (28,083)          (11,344)
Cash and temporary cash investments -
  beginning of period                            41,572            33,993 
                                               --------          ---------
Cash and temporary cash investments -
  end of period                                $ 13,489          $ 22,649
                                               --------          --------
                                               --------          --------





See accompanying Notes to Condensed Consolidated Financial Statements.


                                     - 5 -
   6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


INVENTORIES

The following is a tabulation of inventories by class at February 27, 1994,
February 28, 1993 and May 30, 1993 (In Thousands).




                                       February 27,  February 28,       May 30,
                                          1994          1993             1993
                                      ------------  ------------       --------
                                                  (Unaudited) 
                                                             
Raw materials and supplies               $ 71,614      $ 47,680        $ 46,666

Materials in process                       61,111        49,738          28,473

Finished goods                            168,884       148,036         121,400
                                         --------      --------        --------

                                          301,609       245,454         196,539

Less:  Excess of current cost
 over stated value of
 last-in, first-out
 inventories                              (14,234)      (17,469)        (17,543)
                                         --------      --------        -------- 

Total inventories                        $287,375      $227,985        $178,996
                                         --------      --------        --------
                                         --------      --------        --------



BUSINESS ACQUISITIONS

During the quarter ended February 27, 1994, the Registrant acquired the Birds
Eye Frozen Vegetable business for cash.  This acquisition was accounted for as
a purchase and, accordingly, results subsequent to the acquisition are included
in the Condensed Consolidated Financial Statements.  The following unaudited
pro forma summary represents the consolidated results of operations of the
Registrant had the acquisition occurred at the beginning of the 1993 fiscal
year:



                                                    Nine Months Ended
                                                 1994                1993
                                              ----------          ----------
                                                            
Net sales                                     $1,877,038          $1,820,374

Income before cumulative effect of
  changes in accounting principles                47,645              53,395

Earnings per common share before cumulative
  effect of changes in accounting principles       $1.20               $1.35


                                     - 6 -
   7
The above results are based on certain assumptions and estimates which the
Registrant believes are reasonable but does not reflect benefits which might be
achieved from economies of the combined operations.  The pro forma results do
not necessarily represent the results which would have occurred if the
acquisition had taken place on the basis assumed, nor are they indicative of
the results of future combined operations.

LEGAL PROCEEDINGS

See PART II, Item 1 for discussion of pending legal proceedings.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        A.)      Liquidity and Capital Resources

                The Registrant's liquidity and its capital resources are 
       described in the Management's Discussion and Analysis contained in the 
       Registrant's Annual Report on Form 10-K for the fiscal year ended May 
       30, 1993.  The Registrant's current ratio at February 27, 1994 was 
       lower due to the use of short-term borrowings to finance business 
       acquisitions.  Excluding the acquisitions and the short-term financing 
       related thereto, described in the following working capital analysis, 
       the Registrant's current ratio at February 27, 1994 exceeded the May 30, 
       1993 current ratio.

                 Working capital at February 27, 1994 was $114.8 million
        compared to $198.4 million at May 30, 1993.  At February 27, 1994, 
        cash and temporary cash investments were $13.5 million, a decrease of 
        $28.1 million from the balance at May 30, 1993. Short-term borrowings 
        at February 27, 1994, were $147.1 million, whereas there were no short-
        term borrowings at May 30, 1993.

                 The decrease in cash and temporary cash investments and the
        increase in short-term borrowings are principally the result of:

                      1.)         Short-term borrowings to fund the
                                  acquisitions of businesses during the current
                                  fiscal year.  Such borrowings at some future
                                  date are expected to be refinanced into
                                  longer maturities.

                      2.)         Normal temporary seasonal cash
                                  requirements of the Registrant's crop-related
                                  vegetable and pickle processing operations,

                      3.)         Cash outlays for capital expenditures, and

                      4.)         Payment of cash dividends.

       Other major changes in working capital items at February 27, 1994,
       compared to May 30, 1993, including Accounts and Notes Receivable,
       Inventories, and Accounts Payable and Accrued Expenses, are the result
       of increased balances due to the current fiscal year acquisitions. 
       Inventories also increased due to the normal seasonal nature of the
       Registrant's vegetable and pickle operations.  The increased inventories
       at February 27, 1994 compared to February 28, 1993 were principally due
       to the current year's acquisitions.

                 The increase in Property, Plant and Equipment principally is
        the result of businesses acquired and capital expenditures less 
        depreciation expenses.  The increase in Other Assets is principally 
        the result of businesses

                                     - 7 -
   8
                 acquired during the year.

                      The Registrant's debt-to-capital ratio was 22.7% at 
                 February 27, 1994 compared with 24.1% at May 30, 1993.

        B.)      Results of Operations

                      Overall sales for the quarter and the nine month period 
                 ended February 27, 1994 increased 10% and 5% respectively, 
                 compared to the same periods a year ago.  Consolidated after-
                 tax earnings for the quarter ended February 27, 1994 
                 increased 16% over the same period last year.  Improved 
                 margins by the Registrant's vegetable operations was the 
                 principal reason for the increased earnings.  Consolidated 
                 earnings for the nine months ended February 27, 1994 were 2% 
                 below the same period a year ago.  Earnings for the nine 
                 months included the following first quarter items:

                      1.)         A charge of $1.5 million related to the
                                  Revenue Reconciliation Act of 1993 including
                                  the retroactive application thereof to
                                  January 1, 1993 and the impact of the change
                                  in income tax rate on deferred taxes, and

                      2.)         A net after-tax credit of $1.2 million
                                  related to the Registrant's implementation of
                                  changes in accounting principles for income
                                  taxes and post-retirement benefits other than
                                  pensions.

                      Net sales of the Registrant's Dairy Products operations 
                 for both the third quarter ($372.1 million) and the nine months
                 ($1.1 billion) were slightly higher than sales of the same
                 periods a year ago.  Both the quarter and the nine months
                 benefited from the sales of a small specialty dairy
                 acquisition during the second quarter of this year, as overall
                 unit sales volumes and average selling prices for both the
                 third quarter and the nine months were relatively flat
                 compared to the same periods a year ago.

                      Dairy Product's operating earnings for the third quarter
                 and nine months ended February 27, 1994 were both below last
                 year's results for the same periods as raw milk costs were
                 higher than year ago levels and increased competitive
                 conditions existed in certain markets.  Raw milk costs for the
                 fourth quarter are projected to remain higher than last year's
                 levels.

                      Net sales of the Registrant's Specialty Food Products
                 operations for both the third quarter ($243.6 million) and the
                 nine months ($648.0 million) increased 23% and 14%, 
                 respectively, over sales of the same periods a year ago.  The
                 increased sales principally were the result of:

                                     - 8 -
   9

                1.)     The inclusion of sales of businesses acquired in the 
                        third quarter last fiscal year and the third quarter 
                        this fiscal year, and

                2.)     A slight increase in overall sales volumes.

                Specialty Food Products earnings for the third quarter were
           higher than third quarter earnings last year, principally the
           result of:

                1.)     Continued improvement in margins of the
                        Registrant's canned and frozen vegetable
                        operations over this year's first and second
                        quarters margins and the third quarter
                        margins a year ago, as a result of less
                        promotional activities, increased selling
                        prices and increased consumer demand.

                2.)     The contribution of earnings of the
                        businesses acquired in both the third quarter
                        a year ago and this fiscal year.

                Further vegetable earnings improvement is anticipated in the
           fourth quarter as a result of the increased demand, firm selling 
           prices and the contribution of an acquired business. Earnings of 
           the Registrant's pickle operations for the third quarter improved 
           over first and second quarter results but were below last year's 
           third quarter results as weather-related cost increases and 
           competitive market conditions offset increased unit sales volumes.

                 Specialty Food Products earnings for the nine months were
           slightly lower than the same period a year ago as a result of
           lower earnings in this year's first and second quarters, 
           principally the result of increased product and processing costs 
           encountered by both the vegetable and pickle operations due to 
           weather-related harvest delays and reduced yields in the 
           Registrant's Midwest growing areas and competitive market conditions.

                 Delivery, selling and administrative expenses both for the
           quarter and nine months ended February 27, 1994 increased slightly 
           over last year's expenses, principally the result of expenses of 
           acquired businesses.

                 The effective income tax rate for the third quarter was 39.1%
           compared with a rate of 39.9% for the third quarter last year. The 
           decreased effective tax rate reflects the adoption in the first 
           quarter of this year of SFAS 109, "Accounting for Income Taxes" 
           offset by the increased statutory corporate income tax rate under 
           the Revenue Reconciliation Act of 1993.  The effective income tax 
           rate for the nine months was 40.7% compared with 40.5% last year.  
           The increased effective tax rate for nine months this year reflects
           the adoption of SFAS 109, the increased statutory corporate income 
           tax rate and the retroactive provisions of the Revenue 
           Reconciliation Act of 1993.  The effective income tax rate for the 
           fourth quarter fiscal 1994 should be lower than last year's fourth 
           quarter's effective tax rate.


                                     - 9 -
   10
                          PART II  - OTHER INFORMATION


ITEM 1.     Legal Proceedings

                 There has been no material change in the legal proceedings
            reported on under Item 3 - Legal Proceedings, of the Registrant's 
            Annual Form 10-K, for the fiscal year ended May 30, 1993.

ITEM 6.     Exhibits and Reports on Form 8-K

            a.)  Exhibits

                 Item 10 - Material Contracts

                 Asset Purchase Agreement by and among Kraft General
                 Foods, Inc., The All-American Gourmet Company and
                 Dean Foods Company dated October 30, 1993.

            b.)  Reports on Form 8-K

                 1.)   Report on 8-K dated January 13, 1994
                       reporting the Registrant's acquisition of the
                       Birds Eye Frozen Vegetable business pursuant
                       to the asset agreement hereby filed as Item
                       10, Material Contracts to this Form 10-Q
                       report.

                 2.)   Report on Form 8-K/A, Amendment No. 1
                       dated March 14, 1994 filed amending Item 7
                       Financial Statements and Exhibits to provide
                       the financial statements required to be
                       included in the Report on Form 8-K dated
                       January 13, 1994.

                                     - 10 -
   11
                                   SIGNATURES




     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                          DEAN FOODS COMPANY
                                                                (Registrant)



DATE:   April 12, 1994                                   /s/ Timothy J. Bondy
                                                         ----------------------
                                                         TIMOTHY J. BONDY
                                                         Vice President, Finance



DATE:   April 12, 1994                                   /s/ Dale I. Hecox
                                                         ----------------------
                                                         DALE I. HECOX
                                                         Treasurer

                                     - 11 -
   12
                                                    ITEM 10. MATERIAL CONTRACTS 
                                                                       

                                                            
                                                                  






                            ASSET PURCHASE AGREEMENT

                                  by and among

                           KRAFT GENERAL FOODS, INC.

                        THE ALL AMERICAN GOURMET COMPANY

                                      and

                               DEAN FOODS COMPANY

                                October 30, 1993





*      This revised conformed version of the Agreement signed
       October 30, 1993 is the definitive version and shall
       constitute the form of the agreement among the parties
       and replaces the conformed version previously
       distributed.













                                    - 12 -
   13
                               TABLE OF CONTENTS
                               -----------------



                                                                             Page
                                                                             ----
                                   ARTICLE 1

                        PURCHASE AND SALE OF ASSETS
                                                                       
   Section 1.01    Basic Transaction..........................................17
   Section 1.02    Consideration for Purchased Assets.........................23
   Section 1.03    Assumption of Liabilities..................................26
   Section 1.04    The Closing................................................30
   Section 1.05    Procedures at Closing......................................31


                                   ARTICLE  2

                            CONDITIONS TO  CLOSING

                                                                       
   Section 2.01    Conditions to Buyer's Obligations.........................32
   Section 2.02    Conditions to Seller's and KGF's
                   Obligations...............................................37

                                   ARTICLE  3

                         COVENANTS PRIOR TO CLOSING

                                                                       
   Section 3.01    Affirmative Covenants of Seller and KGF...................40
   Section 3.02    Negative Covenants of Seller and KGF......................41
   Section 3.03    Covenant of Buyer.........................................42


                                   ARTICLE  4

            REPRESENTATIONS AND WARRANTIES OF SELLER AND KGF

                                                                       
   Section 4.01     Corporate Organization and Power/
                    Subsidiaries..............................................43
   Section 4.02     Authority; Authorization..................................44
   Section 4.03     No Violation..............................................45
   Section 4.04     Financial Statements......................................45
   Section 4.05     No Undisclosed Liabilities................................46
   Section 4.06     No Material Adverse Change................................46
   Section 4.07     Absence of Certain Changes................................46
   Section 4.08     Directors, Officers and Bank Accounts.....................48
   Section 4.09     Accounts Receivable.......................................48
   Section 4.10     Inventory.................................................48
   Section 4.11     Insurance.................................................49
   Section 4.12     Title to Purchased Assets.................................49
   Section 4.13     Real Estate...............................................50
   Section 4.14     Real Estate Leases........................................51
   Section 4.15     Personal Property Leases..................................52
   Section 4.16     Motor Vehicles............................................52
   Section 4.17     Condition of Assets.......................................53
   Section 4.18     Intellectual Property.....................................53



                                    - 13 -
   14

                                                                Page
                                                                ----

                                                             
  Section 4.19     Material Contracts...............................54
  Section 4.20     Employees........................................56
  Section 4.21     Taxes............................................58
  Section 4.22     Litigation.......................................59
  Section 4.23     Compliance with Law, and Licenses and
                   Permits and Consents.............................60
  Section 4.24     Environmental Matters............................61
  Section 4.25     Adequacy of the Purchased Assets;
                   Location of Assets...............................61
  Section 4.26     Adverse Restrictions.............................62
  Section 4.27     Notice Re Business...............................62
  Section 4.28     Complaints.......................................62


                               ARTICLE 5

               REPRESENTATIONS AND WARRANTIES OF BUYER

                                                             
  Section 5.01     Corporate Organization and Power.................62
  Section 5.02     Authorization....................................63
  Section 5.03     No Violation.....................................63
  Section 5.04     Litigation.......................................63


                               ARTICLE 6

                              TERMINATION

                                                             
  Section 6.01     Termination......................................64
  Section 6.02     Effect of Termination............................64
  Section 6.03     Confidentiality..................................64


                               ARTICLE 7
                                  
                         ADDITIONAL AGREEMENTS

                                                             
  Section 7.01     Survival.........................................65
  Section 7.02     Indemnification..................................65
  Section 7.03     Hiring Employees of the Business.................68
  Section 7.04     Continuing Assistance............................72
  Section 7.05     Expenses and Transfer Taxes......................73
  Section 7.06     Press Releases and Announcements.................74
  Section 7.07     Retention and Access to Records..................74
  Section 7.08     Non-Competition..................................75
  Section 7.09     Bulk Transfer Laws...............................77
  Section 7.10     Allocation of Purchase Price
                   and Assumed Liabilities..........................78
  Section 7.11     Third Party Beneficiaries........................79
  Section 7.12     Trademark License................................79






                                    - 14 -
   15


                                                                      Page
                                                                      ----
                                                                
   Section 7.13    Non-Assignable Undertakings and Rights..............79
   Section 7.14    Collection of Accounts Receivable...................80
   Section 7.15    Tax Elections.......................................80
   Section 7.16    Repayment of Inter-Company Loan.....................80
   Section 7.17    New York Gains Tax..................................81
   Section 7.18    Environmental Remediation...........................81


                                 ARTICLE 8

                               MISCELLANEOUS

                                                                
   Section 8.01    Amendment and Waiver................................82
   Section 8.02    Notices.............................................83
   Section 8.03    Assignment..........................................83
   Section 8.04    Severability........................................84
   Section 8.05    No Strict Construction..............................84
   Section 8.06    Captions............................................84
   Section 8.07    Complete Agreement..................................84
   Section 8.08    Governing Laws/Jurisdiction.........................85
   Section 8.09    Counterparts........................................85
   Section 8.10    Investment Advisors.................................86
   Section 8.11    Disclaimer Regarding Projections....................86
   Section 8.12    HSR Act Compliance..................................87
   Section 8.13    Waiver of Trial by Jury.............................87
   Section 8.14    Representation by Counsel, Interpretation...........88
   Section 8.15    Attachments and Schedules...........................88
   Section 8.16    Continuing Purchasing Relationship..................88


                                   -  15 -
   16
                       LIST OF ATTACHMENTS AND SCHEDULES
                       ---------------------------------


                     
   Attachment  A         Form of Legal Opinion of Seller's Counsel
   Attachment  B-1       Patent and Technology Agreement
   Attachment  B-2       Patent and Technology Agreement
   Attachment  C         Transition Agreement
   Attachment  D         Co-Pack Agreement
   Attachment  E         Form of Legal Opinion of Buyer
   Attachment  F         Trademark License Agreement



   Schedule  4.01        Birds Eye Mexico
   Schedule  4.04        Financial Statements
   Schedule  4.07        Absence of Certain Developments
   Schedule  4.08        Directors, officers and Bank Accounts
   Schedule  4.10        Inventory
   Schedule  4.11        Insurance
   Schedule  4.13        Owned Real Estate
   Schedule  4.14        Real Estate Leases
   Schedule  4.15        Personal Property Leases
   Schedule  4.16        Motor Vehicles
   Schedule  4.17        Condition of Assets
   Schedule  4.18        Intellectual Property
   Schedule  4.19        Material Contracts
   Schedule  4.20        Employees
   Schedule  4.22        Litigation
   Schedule  4.23        Compliance with Law, and Licenses and
                           Permits and Consents
   Schedule  4.24        Environmental Matters
   Schedule  4.25        Adequacy of the Purchased Assets





                                      - 16 -
   17
                           ASSET PURCHASE AGREEMENT
                           ------------------------

           THIS AGREEMENT is entered into as of this 30th day of
  October 1993 by and among Kraft General Foods, Inc., a Delaware
  corporation ("KGF"), The All American Gourmet Company, a Delaware
  corporation ("Seller"), and Dean Foods Company ("Buyer").

           Subject to the terms and conditions set forth herein,
  Buyer desires to purchase from Seller (or from KGF with respect
  to the assets for which legal title is held in the name of KGF)
  (subject to certain associated liabilities) and Seller and KGF
  desire to sell to Buyer (subject to Buyer assuming such
  liabilities) the business, assets and properties, operating as a
  going concern, which constitute Seller's Birds Eye frozen
  vegetable business, including frozen fruit products sold under
  the Birds Eye trademark, but excluding Seller's foodservice juice
  business sold under the Birds Eye trademark (the "Business").
  The term "Business" includes the business conducted by Birds Eye
  de Mexico, S.A. de C.V., a Mexican corporation ("Birds Eye
  Mexico"); but it is understood that no assets or liabilities of
  Birds Eye Mexico are being purchased or sold directly.

           The parties hereto agree as follows:

                                   ARTICLE 1

                          PURCHASE AND SALE OF ASSETS

      SECTION 1.01   BASIC TRANSACTION.

            (a)  PURCHASED ASSETS.  Except as otherwise provided
  below, on and subject to the terms established in this Agreement,
  Buyer hereby agrees to purchase from Seller (or from KGF with
  respect to such assets for which legal title is held ia the name
  of KGF), and Seller and KGF hereby agree to sell, convey, assign,







                                    - 17 -
   18


 transfer, and deliver on the Closing Date (as defined in Section
 1.04 below) to Buyer all of the following properties, assets and
 rights owned by Seller or KGF as well as all other properties,
 assets, and rights of any kind owned by Seller or KGF, which are
 used primarily in or primarily related to the Business (the
 "Purchased Assets"):

            (i)  All notes and accounts receivable of the Business;

           (ii)  All of the issued and outstanding capital stock of
       Birds Eye Mexico;

          (iii) All Owned Real Estate (as defined in Section
       4.13);

           (iv) All rights existing under leases and licenses (of
       real and personal property, whether tangible or intangible)
       used primarily in the Business, including leasehold
       improvements, contracts, licenses, permits, distribution
       arrangements, sales and purchase agreements, and other
       agreements and business arrangements used primarily in or
       primarily related to the Business, including without
       limitation, all leases, contracts and agreements described
       in the Schedules to this Agreement;

            (v)  All vehicles, fixtures, machinery and equipment
       used primarily in the Business (but not including vehicles,
       machinery and equipment covered by leases) and furniture
       located in any plant, warehouse, office or other space
       leased, owned or occupied primarily by the Business;

           (vi)  All office supplies, production supplies, spare
       parts (other than dedicated spare parts and an appropriate
       portion of multi-use spare parts for the Waseca, Minnesota
       Cool Whip production line), other miscellaneous supplies,
       and other tangible property of any kind, located in any




                                    - 18 -
   19


       plant, office or other space leased, owned or occupied by
       the Business and used primarily in the Business;

         (vii)  All raw materials, work-in-process, finished
       goods, packaging and other inventories, located in any
       plant, office or other space leased, owned or occupied by
       the Business and used primarily in the Business, but not
       including the raw materials which are held from time to time
       by the Business for other businesses of Seller;

        (viii)  All know-how, trade secrets, processes and
       confidential information (including, without limitation,
       ideas, compositions, inventions, whether patentable or
       unpatentable and whether or not reduced to practice,
       manufacturing and production techniques, research and
       development information, designs, plans, proposals, and
       copyrightable works) used exclusively in the Business and
       the right to use perpetually and on a royalty-free basis all
       other know-how, trade secrets, processes and confidential
       information used in the Business;

           (ix)  The right to use perpetually and on a royalty-free
       basis the patents and technology set forth on Schedule 4.18
       which are marked as being used in the Business and also used
       in other KGF businesses;

            (x)  All patents and trademarks (including, without
       limitation, patent applications, patent disclosures,
       invention disclosures, trade names and logos, and
       applications for registration thereof) set forth on Schedule
       4.18 which are marked as being included in the Purchased
       Assets and all rights therein; all registered and
       unregistered copyrights, service marks and trade dress used
       primarily in the Business; and all registrations for, and
       applications for registration of, any of the foregoing;
       together with all rights thereunder, remedies against


                                    - 19 -
   20


       infringement thereof, and rights to protection of interests
       therein and rights to use all of the foregoing forever; and
       all goodwill associated therewith and with the business and
       all going concern value of the Business;

          (xi)  All formulae (secret or otherwise), data,
       engineering, technical and shop drawings, blue prints, art
       work, and specifications used primarily in the Business and
       the right to use all other formulae (secret or otherwise),
       data, engineering, technical and shop drawings, blue prints,
       art work, and specifications used in the Business;

          (xii) All deposits, prepayments, causes of action, chose
       in action, rights of recovery, rights of set off, rights of
       recoupment, rebates, refunds and claims of the Business (but
       not claims for refunds of taxes relating to periods prior to
       the Closing Date or claims relating to Excluded Assets or
       Excluded Liabilities (as such terms are defined below));

         (xiii)  All rights to receive mail and other
       communications relating primarily to the Business except
       with respect to the Excluded Assets or the Excluded
       Liabilities;

          (xiv)  All business records, tangible data, documents,
       computer software, personal computer software models,
       management information systems, files, customer and supplier
       lists and information, operations or maintenance manuals,
       personnel records, invoices, credit records and sales
       literature, creative materials, studies and reports used
       primarily in or related primarily to the Business;

            (xv)  All of Seller's right, title, and interest in and
       to all licenses and permits of the Business;


                                    - 20 -
   21
          (xvi)  Seller's and KGF's rights to the name "Birds Eye";
       and

         (xvii)  All other property not referred to above which is
       reflected on the Latest Balance Sheet (as defined in Section
       4.04) or acquired by the Business thereafter, except for
       such property which has been sold or otherwise disposed of
       in the ordinary course of business.

       The Purchased Assets shall be conveyed free and clear of all
  liabilities, obligations, liens and encumbrances excepting only
  those liabilities and obligations which are expressly to be
  assumed by Buyer hereunder and those liabilities, obligations,
  liens and encumbrances securing the same which are expressly
  permitted by the terms hereof.

            (b)  EXCLUDED ASSETS.  Notwithstanding the foregoing,
  the parties agree that the following assets of Seller or KGF are
  expressly excluded from this purchase and sale and are not
  included in the Purchased Assets (the "Excluded Assets"):

            (i)  Seller's and KGF's rights under or pursuant to
       this Agreement and the other agreements with Buyer
       contemplated hereby or under any side agreement with Buyer
       hereafter entered into;

           (ii)  Seller's and KGFis minute books and stockholder
       and stock transfer records and similar corporate records;

          (iii)  Any of Seller's or KGF's cash and cash
       equivalents;

           (iv)  Insurance policies and claims thereunder, claims
       for and rights to receive tax refunds, all tax returns of
       the Business and any notes, worksheets, files or documents
       related thereto;

                                    - 21 -
   22
           (v)  The Kraft, Kraft General Foods and The All
       American Gourmet trademarks;

          (vi) Any property of any description  whatsoever located
       at Seller's headquarters in Orange, California (except for
       the "Least Cost Sourcing Software Program");

         (vii)  All general research and development work except
       for (i) specific research and development work related
       exclusively to the Business and (ii) know-how, trade
       secrets, processes and confidential information included in
       the Purchased Assets pursuant to Section 1.01(a)(viii);

         (viii) All claims relating to Excluded Assets or Excluded
       Liabilities;

           (ix)  The equipment which constitutes the Cool Whip
       product line located at the Waseca, Minnesota plant,
       including all dedicated and an appropriate portion of multi-
       use spare parts, and the equipment which constitutes the
       Quick Stir line located at the Fulton, New York plant, all
       of which equipment shall be listed and described in Schedule
       1.01(b)(ix) which Seller shall deliver to Buyer within ten
       (10) business days of the date of this Agreement;

            (x)  Any deposits or prepayments the benefits of which
       will not be directly realized by Buyer subsequent to the
       Closing (including without limitation prepayments of
       insurance premiums); and

           (xi)  Any other asset of Seller or KGF not to be
 purchased by Buyer under Section 1.01(a) hereof.




                                    - 22 -
   23
      SECTION 1.02   CONSIDERATION FOR PURCHASED ASSETS.

           (a)  AGGREGATE CONSIDERATION.  At Closing (as defined
  in Section 1.04), Buyer will pay to Seller $140,000,000.00;
  increased dollar for dollar to the extent the amount set forth on
  the Estimated Net Assets Statement (as defined in Section 1.02
  (b)) exceeds Net Assets (as defined in Section 1.02(f)) as
  reflected in the Latest Balance Sheet (as defined in Section
  4.04), or decreased dollar for dollar to the extent the amount
  set forth on the Estimated Net Assets Statement is less than  Net
  Assets reflected in the Latest Balance Sheet (the "Initial
  Purchase Price").  The Initial Purchase Price will be paid by
  wire transfer or equivalent means, in immediately available funds
  in the United States as Seller shall direct to Buyer.  The
  Initial Purchase Price shall be adjusted as set forth in (c)
  below.  The Initial Purchase Price, as so adjusted, is referred
  to as the "Purchase Price".

            (b)  DELIVERY OF ESTIMATED CLOSING BALANCE SHEET.
  Seller shall deliver to Buyer no later than three business days
  prior to the Closing Date a statement of Seller's good faith
  estimate of the Net Assets at Closing (the "Estimated Net  Assets
  Statement"), accompanied by the calculation of the amount of  the
  Initial Purchase Price.  The Estimated Net Assets Statement shall
  be prepared by Seller on the basis set forth on Schedule 1.02(d).

            (c)  ADJUSTMENT OF INITIAL PURCHASE PRICE.  The Initial
  Purchase Price shall be (a) increased dollar for dollar to the
  extent Net Assets reflected in the Adjusted Closing Date Balance
  Sheet (as defined in Section 1.02(d)) exceeds Net Assets
  reflected in the Estimated Net Assets Statement, or (b) decreased
  dollar for dollar to the extent Net Assets reflected in the
  Adjusted Closing Date Balance Sheet are less than Net Assets
  reflected in the Estimated Net Assets Statement.  Any adjustment
  to the Initial Purchase Price made pursuant to this Section
  1.02(c) shall bear simple interest from and including the Closing

                                    - 23 -
   24
  Date to, but not including, the date of payment at 6% per annum,
  based on a 365-day year, and shall, within five business days
  after the Adjusted Closing Date Balance Sheet is agreed to by
  Buyer and Seller or any remaining disputed items are  ultimately
  determined by the Neutral Auditors (as defined in Section
  1.02(e)), be paid by wire transfer in immediately available funds
  to the account in the United States specified by the party to
  whom such payment is owed.

           (d) PROCEDURES FOR DETERMINATION OF THE CLOSING DATE
  BALANCE SHEET.  As soon as practicable, but in no event  later
  than 60 days following the Closing Date, Seller shall prepare  a
  balance sheet of the Business as of the close of business on the
  day prior to the Closing Date, and not later than 75 days
  following the Closing Date Seller shall deliver the same to Buyer
  together with a report thereon of Seller's independent public
  accountants based on an examination conducted by such accountants
  in accordance with generally accepted auditing standards (the
  "Closing Date Balance Sheet").  The Closing Date Balance Sheet
  shall reflect only Purchased Assets and Assumed Liabilities  (as
  defined in Section 1.03(a)) and the assets and liabilities of
  Birds Eye Mexico, and shall fairly present the financial position
  of the Business in accordance with United States generally
  accepted accounting principles consistently applied other than
  (and to the same extent) as set forth on Schedule 1.02(d).

                Seller shall permit Buyer and Buyer's authorized
  representatives to participate in, and shall provide Buyer with
  reasonable advance notice of, all physical counts of inventories
  undertaken by Seller and/or its independent public accountants in
  connection with the preparation of the Closing Date Balance
  Sheet.  In addition, Seller shall provide Buyer with access to
  final work papers of Seller and Seller's accountants used in the
  preparation of the Closing Date Balance Sheet.  During the
  preparation of the Closing Date Balance Sheet and such
  examination and the period of any dispute within the
       
                                    - 24 -
        
   25
  contemplation of this Section 1.02, Buyer shall (i) provide
  Seller and Seller's authorized representatives with full access
  during normal business hours to the books, records  (including
  work papers, schedules, memoranda and other documents),
  facilities and employees of the Business,, (ii) provide Seller as
  promptly as practicable after the Closing Date (but in no event
  later than 15 days after the Closing Date) with normal year-end
  closing financial information for the Business for the  period
  ending on the date prior to the Closing Date, and (iii) cooperate
  fully with Seller and Seller's authorized representatives,
  including the provision on a timely basis of all information
  necessary in preparing the Closing Date Balance Sheet.

            (e)  DELIVERY OF THE CLOSING DATE BALANCE SHEET;
  DISPUTE RESOLUTION.  Seller shall deliver to Buyer a copy of the
  Closing Date Balance Sheet and the report thereon promptly after
  they have both been prepared.  After receipt, Buyer shall have 60
  days to review the Closing Date Balance Sheet.  Unless Buyer
  delivers written notice to Seller on or prior to the 60th  day
  after Buyer's receipt of the Closing Date Balance Sheet
  specifying in reasonable detail the characterization and amount
  of all disputed items and the basis therefor, Buyer shall be
  deemed to have accepted and agreed to the Closing Date Balance
  Sheet.  If Buyer so notifies Seller of its objection to the
  Closing Date Balance Sheet, Buyer and Seller shall, within  30
  days following such notice (the "Resolution Period"), attempt to
  resolve their differences and any resolution by them as to any
  disputed amounts shall be final, binding and conclusive.

            If at the conclusion of the Resolution Period  there
  remain items in dispute, then all disputed items shall be
  submitted to a firm of nationally recognized independent public
  accountants (the "Neutral Auditors") selected by Seller and Buyer
  within 10 days after the expiration of the Resolution Period.  If
  Seller and Buyer are unable to agree on the Neutral Auditors, a
  "big six" accounting firm will be selected as the Neutral

                                    - 25 -
   26
  Auditors by lot after eliminating any such firm which performs
  audit services for Buyer or Seller or any affiliate of either.
  All fees and expenses relating to the work, if any, to be
  performed by the Neutral Auditors shall be borne equally by
  Seller and Buyer.  The Neutral Auditors shall act as an
  arbitrator to determine, based solely on presentations by  Seller
  and Buyer, and not by independent review, only those issues  still
  in dispute.  The Neutral Auditors' determination shall be made
  within 30 days of their selection, shall be set forth in a
  written statement delivered to Seller and Buyer and shall be
  final, binding and conclusive.  The term "Adjusted Closing Date
  Balance Sheet," as herein used, shall mean the definitive  Closing
  Date Balance Sheet agreed to by Buyer and Seller in accordance
  with this Section 1.02(e) or the definitive Closing Date Balance
  Sheet resulting from the determinations made by the Neutral
  Auditors in accordance with this Section 1.02(e) (in addition to
  those items theretofore agreed to by Seller and Buyer).

            (f)  DEFINITION OF NET ASSETS.  Net Assets shall mean
  the Purchased Assets (other than the stock of Birds Eye Mexico)
  plus the assets of Birds Eye Mexico, less the Assumed  Liabilities
  and the liabilities of Birds Eye Mexico (which shall not  include
  any inter-company debt other than any debt of Birds Eye Mexico  to
  KGFM, as described in Section 7.16).

       SECTION 1.03   ASSUMPTION OF LIABILITIES.

            (a)  LIABILITIES ASSUMED.  Subject to the conditions
  specified in this Agreement, and as additional consideration for
  the sale and transfer of the Purchased Assets, Buyer will assume
  on the Closing Date and pay, discharge or perform when due the
  following liabilities and obligations, whether fixed, absolute or
  contingent, matured or unmatured, of Seller with respect to the
  Business as they exist on the Closing Date, including any claims
  with respect thereto (hereinafter referred to as the "Assumed
  Liabilities"):

                                    - 26 -
   27
            (i) Seller's and KGF's liabilities and obligations
       reflected on the Latest Balance Sheet and liabilities and
       obligations (other than inter-company liabilities and
       obligations) incurred thereafter in the ordinary course of
       business (other than liabilities or obligations resulting
       from or arising out of any breach of contract, tort,
       infringement or violation of law) to the extent not paid
       prior to the Closing Date;

            (ii) Seller's and KGF's liabilities and obligations
       under the contracts and commitments relating to the Business
       listed on the Schedules to this Agreement and under
       contracts and commitments which are not required to be
       listed thereon or herein because of materiality limitations
       set forth herein, in each case to the extent such contracts
       and commitments are assigned to Buyer or the benefits
       thereof are obtained for Buyer as provided in Section 7.13
       (other than liabilities or obligations resulting from  or
       arising out of any breach thereof prior to the Closing);

            (iii) The liabilities and obligations of the Business
       disclosed on the Schedules, including any related
       litigation, claim or investigation, and liabilities and
       obligations which are not required to be disclosed in  the
       Schedules because of materiality limitations set forth
       herein;

            (iv)  All liabilities and obligations associated with or
       incurred in connection with the Transferred Employees  (as
       defined in Section 7.03 of this Agreement) assumed by Buyer
       pursuant to Section 7.03 hereof;

            (v)  All obligations and liabilities of Seller or KGF
       associated with owning, operating and maintaining the Owned
       Real Estate and with occupying the Leased Real Estate, other
       than obligations and liabilities with respect to real estate

                                    - 27 -
   28
       taxes that relate to periods prior to Closing (except real
       estate taxes specifically allocated to, prorated to or
       assumed by Buyer under this Agreement), including, without
       limitation, all liabilities and obligations associated with
       the presence, storage, escape, seepage, leakage, disposal,
       discharge or release of waste, hazardous waste or any other
       substance, matter or materials on or from the Owned Real
       Estate and the Leased Real Estate;

          (vi)  All liabilities and obligations for all trade
       promotion programs (including, without limitation, trade
       allowance programs), non-coupon consumer promotions
       (including, without limitation, sweepstakes), and other
       marketing programs related to the Business regardless of
       when incurred (other than liabilities or obligations arising
       out of violation of law);

          (vii)  All liabilities and obligations for all consumer
       coupons for products of the Business redeemed or submitted
       for reimbursement by coupon redemption agents on or after
       the Closing, regardless of when issued;

         (viii)  All liabilities and obligations for all consumer
       or governmental complaints, trade complaints, product
       liability claims, written product guarantees set forth on
       the packaging therefor and returned unsalable merchandise;
       and

           (ix)  All workers' compensation liabilities and
       obligations related to injuries to Transferred Employees
       assumed by Buyer pursuant to Section 7.03 of the Agreement.

            (b)  EXCLUDED LIABILITIES.  Buyer will not assume or be
  liable for any of the following liabilities or obligations
  (herein referred to as "Excluded Liabilities") and,
  notwithstanding any implication to the contrary above, none of

                                    - 28 -
   29
 the following liabilities or obligations are "Assumed
 Liabilities" for purposes of this Agreement:

           (i)  Any of Seller's or KGF's liabilities or
      obligations under this Agreement and the other agreements
      with Buyer contemplated hereby or under any side agreement
      with Buyer hereafter entered into;

          (ii)  Any of Seller's or KGF's or Birds Eye Mexico's
      liabilities or obligations for expenses or fees incident to
      or arising out of the negotiation, preparation, approval, or
      authorization of this Agreement or the consummation (or
      preparation for the consummation) of the transactions
      contemplated hereby, including without limitation,
      attorneys' and accountants' fees;

         (iii)  Any liability or obligation of Seller or KGF with
      respect to federal, state, local or foreign taxes; and any
      liability for interest, penalties or additions to any of
      such taxes (except taxes specifically allocated to, prorated
      to or assumed by Buyer under this Agreement);

           (iv)  Except as otherwise expressly provided elsewhere
      in Section 7.03, any of Seller's or KGF's obligations or
      liabilities which relate to any bonus, retirement, retiree,
      disability, pension, profit sharing, stock bonus, thrift,
      incentive, deferred or other compensation or welfare benefit
      plan, program or arrangement;

            (v)  Any of Seller's or KGF's liabilities or
      obligations to indemnify any person by reason of the fact
      that such person was a director, officer, employee or agent
      of Seller, KGF or any affiliate of either or was serving at
      the request of any such entity as a partner, trustee,
      director, officer, employee or agent of another entity

                                     - 29 -
   30
       (whether pursuant to stature, charter document, bylaw,
       agreement or otherwise);

           (vi)  Any liability or obligation of Seller or KGF not
       directly attributable to the Business imposed on it  jointly
       and severally on account of being an affiliate (including
       without limitation a member of an Affiliated Group within
       the meaning of Section 1504 of the Code (as hereinafter
       defined)) of another entity;

          (vii)  Any liability or obligation of Seller or KGF which
       relates to the Excluded Assets or to assets of the  Business
       excluded from the Purchased Assets because they do not
       relate exclusively or primarily to the Business;

         (viii)  Any liability or obligation of Seller or KGF
       resulting from or arising out of the matters described in
       schedule 4.22 or from any breach of contract, tort,
       infringement or misappropriation or violation of law  (other
       than for violations of environmental laws which are the
       subject of Section 4.24), or any allegation thereof,  except
       to the extent reflected in the Latest Balance Sheet; and

           (ix)  Any other liability or obligation of Seller or KGF
       not assumed by Buyer under Section 1.03(a) hereof.

       SECTION 1.04   THE CLOSING.

            The closing of the purchase and sale of the  Purchased
  Assets, the assumption of the Assumed Liabilities and the  other
  transactions contemplated by this Agreement (the "Closing")  will
  take place at the Northfield, Illinois offices of KGF, at  12:01
  a.m. local time on January 1, 1994 or at such other place or  on
  such other date as is mutually agreeable to the parties;
  provided, however, that Seller may elect to move the closing date
  and time to December 27, 1993 at 9:00 a.m. by written notice  to

                                     - 30 -
   31
  Buyer no later than December 1, 1993 and provided further,
  however, that if on the date on which Closing is scheduled any of
  the conditions to Closing set forth in this Agreement have not
  been satisfied or waived by the party entitled to the benefit of
  such condition, the Closing will take place on the third business
  day after all conditions have been satisfied or waived.  The date
  and time of the Closing are herein referred to as the "Closing
  Date."

      SECTION 1.05   PROCEDURES AT CLOSING.  At the Closing, the
  parties shall take the following steps in the order listed below
  (provided, however, that upon their completion all such steps
  shall be deemed to have occurred simultaneously):

            (a)  Seller and KGF shall deliver to Buyer evidence, in
  such form as is reasonably satisfactory to Buyer, that each of
  the conditions to the obligation of Buyer to consummate the
  transactions contemplated by this Agreement has been satisfied.

            (b)  Buyer shall deliver to Seller and KGF evidence, in
  such form as is reasonably satisfactory to Seller and KGF, that
  each of the conditions to the obligations of Seller and KGF to
  consummate the transactions contemplated by this Agreement has
  been satisfied.

            (c)  Seller and KGF shall deliver to Buyer the
  deliveries required pursuant to Section 2.01(h).

            (d)  Buyer shall deliver to Seller the deliveries
  required pursuant to Section 2.02(g).

            (e)  Buyer shall deliver the Initial Purchase Price to
  Seller, by wire transfer or equivalent means, in immediately
  available funds in the United States as Seller shall have
  directed to Buyer.


                                     - 31 -
   32
            (f)  Buyer, Seller and KGF shall execute and deliver a
  cross receipt acknowledging receipt from the appropriate other
  parties of the respective deliveries.

                                   ARTICLE 2

                             CONDITIONS TO CLOSING

       SECTION 2.01   CONDITIONS TO BUYER'S OBLIGATIONS.  The
  obligation of Buyer to consummate the transactions contemplated
  by this Agreement are subject to the satisfaction of the
  following conditions on or before the Closing Date:

            (a)  The representations and warranties set forth in
  Article 4 hereof, both individually and considered as a whole,
  shall have been true and correct in all respects as of the date
  hereof and such representations and warranties shall be true and
  correct in all respects at and as of the Closing Date, except,  in
  each case, where the failure to be true or correct would not  have
  a material adverse effect (a "MAE") on the Business;

             (b) Seller and KGF will have performed in all  material
  respects all of the covenants and agreements required to be
  performed by them prior to the Closing under this Agreement;

             (c)  Except for such changes that are attributable to
  the public announcement of or third party knowledge with respect
  to the transaction contemplated by this Agreement, there will
  have been no material adverse change in the financial condition,
  operating results, assets, or liabilities or employee, customer,
  or supplier relations of the Business (exclusive of the Excluded
  Assets and Excluded Liabilities), and there will have been no
  casualty loss or damage to the Purchased Assets which is  material
  to the Purchased Assets taken as a whole (whether or not covered
  by insurance);


                                     - 32 -
   33
            (d)  The consents, approvals, or other actions by third
  parties that are required for the consummation of the
  transactions contemplated hereby and are indicated in Schedule
  4.23 as being a condition to Closing for Buyer will have been
  obtained;

            (e)  The waiting period required pursuant to the Hart-
  Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and
  the rules or regulations promulgated thereunder (the "HSR Act"),
  will have expired or have been terminated;

            (f)  No action, suit or proceeding before any court or
  governmental or administrative body and no investigation
  initiated by a governmental or administrative body shall be
  pending or overtly threatened wherein an unfavorable injunction,
  judgment, order, decree, ruling or charge is reasonably likely to
  occur that would (i) prevent consummation of any of the
  transactions contemplated by this Agreement, (ii) cause any of
  the transactions contemplated by this Agreement to be rescinded
  following consummation, (iii) materially adversely affect the
  right of Buyer to own the Purchased Assets, to operate the
  Business or to control Birds Eye Mexico, or (iv) materially
  adversely affect the right of Birds Eye Mexico to own its assets
  and to operate its business (and no such injunction, judgment,
  order, decree, ruling or charge shall be in effect);

            (g)  Buyer will have received from KGF's Associate
  General Counsel (or, to the extent the matters therein relate to
  Birds Eye Mexico or the ownership thereof, KGF's Mexican
  counsel), an opinion with respect to the matters set forth in
  Attachment A attached hereto, addressed to Buyer, dated the
  Closing Date;

            (h)  On the Closing Date, Seller and KGF will have
  delivered to Buyer the following:


                                      - 33 -
   34
            (i)  A certificate dated the Closing Date executed by a
       Vice President of Seller and a Vice President of KGF,
       stating that, to the best of such persons' knowledge after
       due inquiry , the preconditions specified in subsections (a)
       and (b) hereof have been satisfied;

           (ii)  Certified copies of the resolutions duly adopted
       by Seller's and by KGF's board of directors,, authorizing the
       execution, delivery and performance of this Agreement;

          (iii)  Good standing certificates for Seller and for KGF
       from each's state of organization, dated not earlier than 15
       days prior to the Closing Date;

           (iv)  Copies of all third party and governmental
       consents (or other evidence reasonably satisfactory to
       Buyer) that Seller or KGF is required by subsection (d) to
       obtain in order to effect the transactions contemplated by
       this Agreement;

            (v)  Certificates representing all of the outstanding
       shares in Birds Eye Mexico duly endorsed for transfer to
       Buyer;

           (vi)  A resignation from each director of Birds Eye
       Mexico;

           (vii)  Such instruments of sale, transfer and assignment,
       and such endorsements, as are required in order to transfer
       to Buyer Seller's and KGF's right, title and interest in and
       to the Purchased Assets, including without limitation
       Seller's and KGF's rights under contracts and leases
       included in the Purchased Assets with respect to which
       consents are obtained;

                                  - 34 -

   35
         (viii)  Evidence of the absence of liens, claims or
       encumbrances on the Purchased Assets (other than the  Owned
       Real Estate) and the assets of Birds Eye Mexico;

           (ix)  A certificate pursuant to Treasury Regulation
       Section 1.1445-2 (b)(2) from Seller and KGF, under  penalties
       of perjury, stating that neither Seller nor KGF is a  foreign
       corporation, foreign partnership, foreign trust or  foreign
       estate and listing Seller's and KGF's U.S. Employer
       Identification Number and address of its principal business
       office;
            (x) A patent and technology license agreement  from  KGF
       to Buyer in the form of the agreement attached hereto as
       Attachment B-1 and a patent and technology license  agreement
       from Buyer to Seller and KGF in the form of the agreement
       attached hereto as Attachment B-2 (collectively referred to
       as the "Patent and Technology Agreements");

           (xi)  A transition services agreement between Seller,
       KGF and Buyer in the form of the agreement attached  hereto
       as Attachment C (the "Transition Services Agreement");

          (xii)  A Co-Pack Agreement for the production of Cool-
       Whip between KGF and Buyer in the form of the agreement
       attached hereto as Attachment D (the "Co-Pack  Agreement");

         (xiii)  Certified copies of resolutions duly adopted by
       the shareholders of Birds Eye Mexico at a duly authorized
       meeting authorizing the sale of its stock to Buyer; and

          (xiv)  Such other documents as Buyer may reasonably
       request in connection with the transactions contemplated
       hereby.



                                     - 35 -
   36
           (i) Buyer shall have received  commitments  for title
  insurance from Chicago Title & Trust Company committing to
  insure, subject only to the items identified in Schedule 4.13 and
  ad valorem and other taxes which, if unpaid, would result in a
  lien upon the subject property, Buyer's interest in the Owned
  Real Estate and, with respect to the Birds Eye Mexico Real Estate
  (as such term is defined in Section 4.13) an opinion of KGF's
  Mexican counsel as to good and marketable title thereof and  a
  Certificate of Freedom of Laws issued by the Office of Public
  Registry of Celaya.

            (j) Buyer shall have received reports, obtained by
  Seller from environmental consultants reasonably  acceptable to
  Buyer (the "Environmental Consultant"), of comprehensive Phase I
  environmental reviews of each parcel of Owned Real Estate, Birds
  Eye Real Estate and Leased Real Estate in which Seller or Birds
  Eye Mexico is the sole tenant conducted by such consultants not
  earlier than two months prior to the Closing Date, and such
  reports (collectively, the "Phase I Environmental Report") shall
  not indicate a reasonable probability of any environmental
  liability or compliance cost related to any of such parcels which
  is not reflected on Schedule 4.24 or for which Seller has not
  assumed responsibility for remediation pursuant to Section 7.18;

            (k) Buyer shall have received a certified survey of
  the Owned Real Estate, dated as of a recent date, prepared by a
  registered land surveyor, and including legal descriptions  and
  certifications, in form reasonably satisfactory to Buyer's
  counsel, showing the boundary lines and location of the Owned
  Real Estate and the location of all buildings and improvements
  thereon in compliance with the standards of the American Land
  Title Association and the title insurer's requirements for
  issuance of its extended coverage endorsement, subject only to
  the items identified in Schedule 4.13, and Buyer shall have
  received corresponding evidence with respect to the Birds Eye



                                     - 36 -
   37
  Mexico Real Estate as is customarily received in real estate
  transactions in Mexico;

            (l)  Seller and Birds Eye Mexico shall have terminated
  the Assembly (Maquils) and Technical Assistance Agreement between
  them effective as of the Closing Date; and

            (m)  All proceedings to be taken by Seller and  KGF  in
  connection with the consummation of the transactions contemplated
  hereby and all documents required to be delivered by Seller  and
  KGF in connection with the transactions contemplated hereby will
  be reasonably satisfactory in form and substance to Buyer.

           Any condition specified in this Section 2.01 may be
  waived by Buyer, provided that no such waiver will be effective
  unless it is set forth in a writing executed by Buyer.  Unless
  expressly provided therein to the contrary, any such waiver by
  Buyer shall be solely for the purposes of this Section 2.01 and
  shall not constitute a waiver for purposes of any other Section
  of this Agreement, including without limitation Section 7.02.

       SECTION 2.02   CONDITIONS TO SELLER'S AND KGF'S OBLIGATIONS.
  The obligation of Seller and KGF to consummate the transactions
  contemplated by this Agreement is subject to the satisfaction of
  the following conditions on or before the Closing Date:

            (a) The representations and warranties set forth in
  Article 5 hereof, both individually and considered as a  whole,
  shall have been true and correct in all respects as of the date
  hereof and such representations and warranties shall be true and
  correct in all respects at and as of the Closing Date except, in
  each case, where the failure to be true or correct would not have
  a MAE on the Business;


                                     - 37 -
   38
            (b)  Buyer will have performed in all material respects
  all the covenants and agreements required to be performed by it
  prior to the Closing under this Agreement;

            (c)  The consents, approvals, or actions by third
  parties that are required for consummation of the transactions
  contemplated hereby and are indicated in Schedule 4.23 as being a
  condition to Closing for Seller and KGF will have been obtained;

            (d)  The waiting period required pursuant to the HSR
  Act will have expired or have been terminated;

            (e)  No action or proceeding before any court or
  governmental or administrative body initiated by a governmental
  or administrative entity will be pending wherein a judgment,
  decree or order is likely to be issued that would prevent the
  consummation of the transactions contemplated by this Agreement;

            (f)  Seller and KGF will have received from Buyer's
  Vice President, Secretary and General Counsel an opinion with
  respect to the matters set forth in Attachment E attached hereto,
  addressed to Seller dated the Closing Date;

            (g)  On the Closing Date, Buyer will have delivered to
  Seller and KGF the following:

            (i)  An officers' certificate executed by the President
       or a Vice President of Buyer dated the Closing Date,
       stating, to the best of his or her knowledge after due
       inquiry that the preconditions specified in subsections (a)
       and (b) hereof have been satisfied;

            (ii)  Certified copies of the resolutions adopted by
       Buyer's board of directors authorizing the execution,
       delivery and performance of this Agreement and the other
       agreements contemplated hereby;

                                     - 38 -
   39
       (iii)  A good standing certificate of Buyer from its
      state of organization, dated not earlier than 15 days prior
      to the Closing Date;
    
        (iv)  Buyer will have executed such agreements or
      instruments as are reasonably necessary to evidence Buyer's
      assumption of the Assumed Liabilities;

         (v)  The Patent and Technology Agreements;
      
        (vi)  The Co-Pack Agreement;

       (vii)  A trademark license agreement from Buyer to KGF in
      the form of the agreement attached hereto as Attachment F;

      (viii)  A Sales and Use Tax Certificate; and

        (ix)  Such other documents as Seller or KGF may
      reasonably request in connection with the transactions
      contemplated hereby.

         (h)  All proceedings to be taken by Buyer in connection
  with the consummation of the transactions contemplated hereby and
  all documents required to be delivered by Buyer in connection
  with the transactions contemplated hereby will be reasonably
  satisfactory in form and substance to Seller.

              Any condition specified in this Section 2.02 may be
  waived by Seller, provided that no such waiver will be effective
  unless it is set forth in a writing executed by Seller.





                                     - 39 -

   40
                                   ARTICLE 3


                           COVENANTS PRIOR TO CLOSING

       SECTION 3.01   AFFIRMATIVE COVENANTS OF SELLER AND KGF.
  Prior to the Closing, unless Buyer has otherwise consented,
  Seller and KGF will take the following actions, and will cause
  Birds Eye Mexico to take the following actions, with respect to
  the Business:

             (a)  Continue to conduct all operations of the Business
  at all locations at which such operations are presently
  conducted, and only in the ordinary and usual course of business;

             (b)  Use reasonable commercial efforts to retain its
  employees and preserve its present business relationships with
  customers and suppliers, and continue to compensate its employees
  consistent with past custom and practice;

             (c)  Maintain the tangible Purchased Assets and
  tangible assets of Birds Eye Mexico in customary repair, order
  and condition and maintain the existence of and protect the
  intangible Purchased Assets and the intangible assets of Birds
  Eye  Mexico;

             (d)  Maintain the books and accounts of the Business in
  accordance with the principles used in the preparation of the
  financial statements referred to in Section 4.04 hereof;

             (e)  Maintain the existence of and protect the
  trademarks, service marks, trade names, corporate names,
  copyrights, trade secrets, licenses, permits and other
  proprietary rights of the Business;

             (f)  Comply in all material respects with applicable
  legal requirements and contractual obligations;

                                     - 40 -
   41
                  (g)  Permit Buyer and its employees, agents,
  appraisers, and accounting and legal representatives to have
  reasonable access to the books, records, contracts, leases, key
  personnel, accountants, plants and equipment of the Business,
  including without limitation any information of KGF relating to
  the allocation of KGF costs to the Business;

           (h)  Use reasonable commercial efforts to comply with
  all conditions to Buyer's obligations to close and to obtain all
  other third party consents and governmental approvals relating to
  the transactions contemplated hereby; and

           (i)  Use its best efforts to take any action necessary
  to prevent any of the representations and warranties made by
  Seller and KGF in this Agreement from not being true and correct
  in all material respects at and as of the Closing Date with the
  same force and effect as if then made, subject only to exceptions
  permitted by this Agreement.

      SECTION 3.02   NEGATIVE COVENANTS OF SELLER AND KGF.  Except
  as disclosed in this Agreement or the Schedules, prior to the
  Closing, without the prior written consent of Buyer, neither
  Seller nor KGF will, nor will Seller or KGF permit Birds Eye
  Mexico to, with respect to the Business:

            (a)  Take any action that would require disclosure
  under Section 4.07 of this Agreement;

            (b)  Authorize or issue any share of capital stock of
  Birds Eye Mexico or any option, warrant or right to acquire any
  such capital stock;

            (c)  Grant any bonus or any wage, salary or benefit
  increase to any employee or group of employees, except in
  accordance with past custom and practice, not to exceed 5% of
  salary (or 10% with respect to employees of Birds Eye Mexico);

                                     - 41 -

   42
             (d)  Establish or contribute to any new plan, program
  or arrangement covering employees of the Business;

             (e)  Sell or transfer any of the Purchased Assets or
  the assets of Birds Eye Mexico other than  in  the  ordinary  course
  of business;
   
             (f)  Obligate itself to make capital expenditures
  aggregating more than $250,000;

             (g)  Accelerate the sale of any inventory (other than
  pursuant to bona fide orders) or delay the payment of any
  obligation;

             (h) Cancel any receivables, debts or claims  except in
  the ordinary course of business;

             (i) Purchase any property or assets other than in the
  ordinary course of business;

             (j) Amend or modify in any  material  respect  the  terms
  of, or terminate, any material contract, engagement, agreement,
  commitment or order;

             (k)  Enter into any contracts, commitments or
  transactions other than in the ordinary course of business; or

             (l)  Agree to do any of the foregoing.

        SECTION 3.03   COVENANT OF BUYER.  Prior to the Closing,
  Buyer will use reasonable commercial efforts to comply with all
  conditions to Seller's or KGF's obligations to close.


                                     - 42 -
   43
                                   ARTICLE 4

                REPRESENTATIONS AND WARRANTIES OF SELLER AND KGF

       Seller and KGF, jointly and severally, hereby represent and
  warrant as follows:

       SECTION 4.01   CORPORATE ORGANIZATION AND POWER/
  SUBSIDIARIES.

            (a)  Each of Seller and KGF is a corporation duly
  organized, validly existing and in good standing under the laws
  of Delaware, has the corporate power and authority to carry  on
  its business as now being conducted and to own and operate  the
  properties and assets now owned and being operated by it, and has
  full power and authority to carry on the Business as now  being
  conducted and to own and operate the properties and assets of the
  Business now being owned and operated by it.  Each of Seller and
  KGF is qualified as a foreign corporation for the transaction of
  business and is in good standing under the laws of each
  jurisdiction in which it owns or leases properties or  conducts
  any business so as to require such qualification.  Each of Seller
  and KGF has full corporate power and authority to execute,
  deliver and perform this Agreement and the other agreements
  contemplated hereby.

             (b)  With the exception of Birds Eye Mexico and except
  as set forth on Schedule 4.2S, no affiliate of Seller or KGF is
  involved in the ownership or operation of the Business.  The
  Purchased Assets do not include any capital stock or other
  security of any partnership or entity other than Birds Eye
  Mexico, and the assets of Birds Eye Mexico do not include any
  capital stock or other security of any partnership or entity.

             (c) Schedule 4.01 sets forth, with respect to  Birds
  Eye Mexico:  (i) its jurisdiction of incorporation; (ii) the

                                     - 43 -
   44
  number of authorized shares of its capital stock; and (iii) the
  number of shares of its capital stock which are issued and
  outstanding.  All outstanding shares of capital stock in  Birds
  Eye Mexico are owned by KGF (or by John F. Mowrer on behalf of
  KGF) free and clear of all liens, pledges, encumbrances, claims
  and equities of every kind.

           (d)  Birds Eye Mexico is a corporation duly organized
  and legally existing in good standing under the laws of its
  country of incorporation as more fully described in Schedule 4.01
  and has full power and authority necessary to own or lease its
  properties and to carry on its business as it is now being
  conducted.

            (e)  All rights with respect to receiving dividends and
  voting with respect to Birds Eye Mexico are vested exclusively in
  its shares of common stock.  There are no outstanding warrants,
  options or rights of any kind to acquire from Birds Eye Mexico,
  or from KGF or John F. Mowrer, any shares of its capital stock,
  nor are there any plans, contracts or commitments providing for
  the issuance of, or the granting of rights to acquire, any
  capital stock of Birds Eye Mexico or securities convertible into
  or exchangeable for capital stock of Birds Eye Mexico.  All
  issued shares of capital stock of Birds Eye Mexico (the "Stock")
  are duly authorized, validly issued and outstanding and are fully
  paid and non-assessable.  KGF and John F. Mowrer have good and
  marketable title to the Stock, and there are no unsatisfied
  preemptive rights therein.  True and correct copies of the
  notarial deed of Birds Eye Mexico's incorporation and other
  corporate documents evidencing the organization of Birds Eye
  Mexico have been previously furnished to Buyer.

       SECTION 4.02   AUTHORITY; AUTHORIZATION.  The execution,
  delivery and performance by Seller and KGF of this Agreement and
  the other agreements contemplated hereby have been duly
  authorized by Seller and KGF.  This Agreement  constitutes  and

                                     - 44 -

   45

  each of the other agreements contemplated hereby when executed
  and delivered will constitute a valid and binding obligation of
  Seller and KGF, enforceable in accordance with its terms.

      SECTION 4.03   NO VIOLATION.  The execution, delivery and
  performance of this Agreement and each of the other agreements
  contemplated hereby by Seller and KGF and the consummation of the
  transactions contemplated hereby or thereby do not and will not
  (a) conflict with or result in any breach of any of, (b)
  constitute a default under, (c) result in a violation of, (d)
  result in the creation of any lien, security interest, charge or
  encumbrance upon or adversely affect the Purchased Assets or any
  assets of Birds Eye Mexico pursuant to, or (e) give any third
  party the right to accelerate any obligation under the provisions
  of, the charter or bylaws of Seller, KGF or Birds Eye Mexico or
  any indenture, mortgage, lease, loan agreement or other
  agreement, license or permit to which Seller, KGF or Birds Eye
  Mexico is a party or by which Seller, KGF or Birds Eye Mexico is
  bound or to which any of the Purchased Assets or any of the
  assets of Birds Eye Mexico are subject, or any law, statute,
  rule, regulation, judgment or decree to which Seller, KGF or
  Birds Eye Mexico is subject.

       SECTION 4.04   FINANCIAL STATEMENTS.  Attached as Schedule
  4.04 are copies of the unaudited balance sheet as of September
  25, 1993 (the "Latest Balance Sheet"), and summary earnings and
  balance sheet information for the two fiscal years ended December
  28, 1991 and December 26, 1992 and for the thirty-nine weeks
  ended September 25, 1993 relating to the Business.  The Latest
  Balance Sheet (including the notes thereto) and such summary
  information (including the notes thereto) reflect only Purchased
  Assets, Assumed Liabilities, and the assets and liabilities of
  Birds Eye Mexico, are complete and accurate and in accordance
  with the books and records of the Business, present fairly the
  financial position of the Business at each of said dates and the
  results of its operations for each of said periods covered and

                                     - 45 -
   46
  have been prepared in accordance with United States generally
  accepted accounting principles consistently applied  (except  as
  disclosed on Schedule 4.04).

      SECTION 4.05    NO UNDISCLOSED LIABILITIES.  Except as
  disclosed herein or in the Schedules (or, in the case of
  contracts and commitments, to the extent not required to be
  disclosed in the Schedules because of materiality thresholds) and
  except for Excluded Liabilities, and except as reflected or
  reserved against in the Latest Balance Sheet or incurred
  thereafter in the ordinary course of business, and,  solely  for
  purposes of Section 7.02, except as reflected in Net  Assets  on
  the Adjusted Closing Date Balance Sheet, the Business has no
  liabilities or obligations.

       SECTION 4.06   NO MATERIAL ADVERSE CHANGE.  Since the date
  of the Latest Balance Sheet and except as set forth in the
  Schedules, Seller, KGF and Birds Eye Mexico have  conducted  the
  Business only in the ordinary course and in conformity with past
  practice, and there has been no material adverse change  in  the
  financial condition, operating results, assets, or liabilities or
  employee, customer or supplier relations of the Business
  (exclusive of the Excluded Assets and the Excluded Liabilities),
  except for such changes that are attributable to the public
  announcement of or third party knowledge with respect to the
  transactions contemplated by this Agreement.

       SECTION 4.07   ABSENCE OF CERTAIN CHANGES.  Except  as  set
  forth in Schedule 4.07, since the date of the Latest Balance
  Sheet, neither Seller, KGF nor Birds Eye Mexico has with respect
  to the Business:

            (a)  created, incurred, assumed or guaranteed any
  indebtedness or become subject to any liabilities, except current
  liabilities incurred in the ordinary course of business and


                                     - 46 -
   47
  liabilities under contracts entered into in the ordinary course
  of business;

            (b)  mortgaged, pledged or subjected to any lien,
  security interest or other encumbrance, any of the Purchased
  Assets or assets of Birds Eye Mexico, except liens for current
  property taxes not yet due and payable;

            (c)  sold, assigned or transferred any material amount
  of assets, except in the ordinary course of business and
  consistent with past practices;

            (d)  sold, assigned, transferred or licensed any
  patents, trademarks, trade names, copyrights, trade secrets or
  other intangible assets;

            (e)  suffered any extraordinary losses, whether or not
  covered by insurance;

            (f)  increased the compensation, bonuses, special
  compensation, or benefits payable or to become payable by Seller
  or Birds Eye Mexico to any officers of the Business or, except
  for increases in the normal course of operations not exceeding
  five percent (5%), to any employees (or ten percent (10%) with
  respect to employees of Birds Eye Mexico);

            (g)  suffered any work stoppage or labor dispute;

            (h)  extended credit other than in the ordinary course
  of business or permitted any change in its credit practices or in
  its methods of maintaining its books, accounts or business
  records;
            (i)  except as required by United States generally
  accepted accounting principles changed any of its accounting

                                     - 47 -
   48
  principles or the methods by which such principles are applied;
  or

            (j)  entered into any agreement to do any of the things
  previously described in this Section 4.07.

      SECTION 4.08   DIRECTORS, OFFICERS AND BANK ACCOUNTS.
  Schedule 4.08 contains a complete and accurate list of all
  officers and directors of Birds Eye Mexico and a complete and
  accurate list (including addresses) of all bank accounts, safe
  deposit boxes and lock boxes maintained by Seller and exclusively
  used in the Business or maintained by Birds Eye Mexico and a
  complete and accurate list of all powers of attorney and the like
  outstanding with respect to any aspect of the Business.

       SECTION 4.09   ACCOUNTS RECEIVABLE.  All outstanding
  receivables of the Business, including without limitation,
  accounts receivable, trade receivables and notes receivable of
  the Business on the Closing Date will be valid and enforceable
  claims against customers for goods or services delivered or
  rendered in the ordinary course of business, and will be
  collectible in full within six months after the Closing in the
  ordinary course without resort to court action or collection
  agencies, except for valuation reserves relating to receivables
  recorded on the Adjusted Closing Date Balance Sheet.

       SECTION 4.10   INVENTORY.  All inventories of the Business
  (including, without limitation, finished goods, work in process,
  raw materials, and supplies) on the Closing Date will be:

            (a)  properly valued on the Adjusted Closing Date
  Balance Sheet in the manner set forth on Schedule 1.02(d); and

            (b)  in conformity with warranties heretofore given by
  Seller, KGF or Birds Eye Mexico to purchasers of like products.


                                     - 48 -
   49
           Except as set forth on Schedule 4.10, no inventory is
  held on consignment by or for the Business.  All  ingredients  and
  finished products in inventory (a) comply with the Federal  Food,
  Drug and Cosmetic Act, approved June 25, 1938 (the "Act") and all
  acts amending or supplementing the Act (including, without
  limitation, the Food Additive Amendment of 1958), (b) are not
  adulterated or misbranded within the meaning of the Act, and (c)
  are not prohibited from introduction into interstate coerce
  under the provisions of Section 404 or 505 of the Act.

      SECTION 4.11    INSURANCE.  Schedule 4.11  contains  a  complete
  and correct list and description (including the policy number,
  coverage, and expiration date) of all policies of insurance which
  relate exclusively to the Business.  Such contracts  are, and  will
  be through midnight of the Closing Date, in full force and effect
  and provide insurance against loss or damage of the kinds
  customarily insured against by similar businesses.  Seller is not
  in default under or in non-compliance with the terms or
  provisions of any such insurance policy.  Within ten (10)
  business days of the date of this Agreement, Seller will provide
  Buyer with a three-year survey of claims experience with respect
  to the Business under all its forms of insurance.

      SECTION 4.12    TITLE TO PURCHASED ASSETS.  Except as set
  forth in Schedules 4.13, 4.14, 4.15, 4.16 or 4.18, Seller  is  (or
  KGF is with respect to the Purchased Assets for which  legal  title
  is held in the name of KGF) the sole and exclusive legal and
  equitable owner of all right, title and interest in and has good
  and marketable title to all of the Purchased Assets and Birds Eye
  Mexico has sole and exclusive title to all of the assets
  purported to be owned by it, in each case free and clear of all
  liabilities, obligations, liens and encumbrances, and the sale
  and delivery of the Purchased Assets pursuant hereto shall vest
  in Buyer good and marketable title thereto, free and clear of all
  liabilities, obligations, liens and encumbrances, except for such


                                     - 49 -
   50
  liabilities, cbligations, liens or encumbrances that occur as a
  result of an action of Buyer.

      SECTION 4.13   REAL ESTATE.  Schedule 4.13 sets forth a
  complete description of each parcel of real estate owned by
  Seller or KGF and used primarily in the Business (the "Owned Real
  Estate"), and all real estate owned by Birds Eye Mexico (the
  "Birds Eye Mexico Real Estate").  KGF has good and marketable
  title to all Owned Real Estate and Birds Eye Mexico has good  and
  marketable title to all Birds Eye Mexico Real Estate including,
  in each case, the buildings, structures, fixtures and
  improvements situated thereon, in each case free and clear of all
  security interests, liens, encumbrances, mortgages, pledges, or
  defects in title, except as set forth in Schedule 4.13 and
  referred to as "Permitted Exceptions".  The  Permitted  Exceptions
  are not violated by and do not interfere with the current use  of
  the Owned Real Estate or Birds Eye Mexico Real Estate.and the
  current use and location of the improvements located thereon.
  Except as set forth on Schedule 4.13, neither KGF nor Seller  has
  granted any option to purchase all or any part of the Owned  Real
  Estate and Birds Eye Mexico has not granted any option to
  purchase all or any part of Birds Eye Mexico Real Estate.  KGF,
  Seller or Birds Eye Mexico has all easements and rights necessary
  to conduct the Business in the manner it is presenting being
  conducted.  Neither the whole or any portion of any Owned Real
  Estate or Birds Eye Mexico Real Estate has been condemned,
  requisitioned or otherwise taken by any public authority, and  no
  notice of any such condemnation, requisition or taking has been
  received.  Except as disclosed in Schedule 4.13, neither  KGF  nor
  Seller has received any notice from any city, village or other
  governmental authority, or from any other third party, of any
  zoning, building, fire or health code violation in respect of the
  Owned Real Estate that has not been corrected and Birds Eye
  Mexico has not received any such notice in respect of the Birds
  Eye Mexico Real Estate.


                                     - 50 -
   51
       SECTION 4.14   REAL ESTATE LEASES.  Schedule  4.14  sets  forth
  a description of each parcel of real estate leased by the
  Business (the "Leased Real Estate"), including identification of
  the lessor and location.  Seller has  previously  furnished  to
  Buyer complete and accurate copies of all such leases.  The
  Leased Real Estate has all easements and rights  necessary  to
  conduct the Business as it is  currently being conducted.  Neither
  the whole or any portion of any Leased Real Estate has been
  condemned, requisitioned or otherwise taken by any public
  authority, and no notice of any such  condemnation, requisition or
  taking has been received.  Except as disclosed in Schedule 4.13,
  neither KGF nor Seller nor Birds Eye Mexico has received any
  notice from any city, village or other  governmental authority, or
  from any other third party, of any zoning, building, fire or
  health code violation in respect of the Leased Real Estate that
  has not been corrected.

             (a)  Such leases are in full force and effect and are
  valid, binding and enforceable in accordance with their
  respective terms, except to the extent such enforcement may be
  limited by bankruptcy, insolvency, reorganization, moratorium or
  other laws relating to or affecting the  enforcement  of  creditors'
  rights or by general equitable principles;

             (b) No amount payable under any of such leases is past
  due;
             (c)  Each party thereto has complied with all
  commitments and obligations on its part to be performed or
  observed under each such lease; and

             (d)  Neither Seller, KGF nor Birds Eye Mexico has
  received any notice of a default (which has not  been  cured),
  offset or counterclaim under any such lease, or any other
  communication calling upon any of them to comply with any
  provision of any such lease or asserting noncompliance, and no

                                     - 51 -
   52
 event or condition has happened or presently exists which
 constitutes a default or, after notice or lapse of time or both,
 would constitute a default under any such lease.

      SECTION 4.15   PERSONAL PROPERTY LEASES.  Schedule 4.15
 contains a complete and accurate list and summary description of
 all leases of personal property used primarily in the  Business
 (the "Leases").  Seller has made available to Buyer true and
 complete copies of all the Leases.  With respect to the Leases:

            (a) The Leases are in full force and effect and  are
 valid, binding and enforceable in accordance with their
 respective terms, except to the extent such enforcement may  be
 limited by bankruptcy, insolvency, reorganization, moratorium or
 other laws relating to or affecting the enforcement of creditors'
 rights or by general equitable principles;

            (b)  No amount payable under any Lease is past due;

            (c)  Each party thereto has complied with all
 commitments and obligations on its part to be performed or
 observed under each Lease; and

            (d) Neither KGF nor Seller nor Birds Eye Mexico  has
 received any notice of a default (which has not been cured),
 offset or counterclaim under any Lease, or any other
 communication calling upon any of them to comply with any
 provision of any Lease or asserting noncompliance, and no event
 or condition has happened or presently exists which constitutes a
 default or, after notice or lapse of time or both, would
 constitute a default under any Lease.

      SECTION 4.16   MOTOR VEHICLES.  All motor vehicles used
 primarily in the Business, whether owned or leased, are listed in
 Schedule 4.16.  All licenses and permits necessary for the use of


                                     - 52 -
   53
  such vehicles have been obtained and are in full force and
  effect.

       SECTION 4.17   CONDITION OF ASSETS.  Except as set forth on
  Schedule 4.17, the assets and properties utilized in the
  Business, whether owned or leased, are in satisfactory operating
  condition and repair (reasonable wear and tear excepted) and are
  suitable for the purposes for which they are presently being
  used.

       SECTION 4.18   INTELLECTUAL PROPERTY.  Schedule  4.18
  contains (i) a complete and accurate list of all  patents,
  trademarks and trademark rights currently used in connection  with
  the Business (whether or not included in the Purchased Assets),
  identifying those which are included in the Purchased Assets,
  (ii) a complete and accurate list and description of all  licenses
  and other agreements relating to any of the foregoing, and  (iii)
  summary descriptions of agreements between the Business and
  Unilever with respect to the Birds Eye trademark (complete and
  accurate copies of which have been delivered to Buyer prior to
  the execution of this Agreement).  Seller or KGF is, in the
  United States, Canada and Mexico, the sole and exclusive owner  of
  the federally registered trademarks listed on Schedule 4.18,  free
  and clear of any rights of other persons, and has the sole and
  exclusive right to use the same in the conduct of the Business.
  Except as set forth on Schedule 4.18, with respect to  the
  foregoing items of intellectual property and the service marks,
  copyrights, formula and trade dress currently used in  the
  Business:

            (a) Seller or KGF is in the United States,  Canada  and
  Mexico, and to the knowledge of Seller is everywhere else in  the
  world, the sole and exclusive owner free and clear of any  rights
  of other persons and has the sole and exclusive right to use  the
  same in the conduct of its business;


                                     - 53 -
   54




            (b)  no proceedings have been instituted, are pending
  or, to the knowledge of Seller, KGF or Birds Eye Mexico, are
  threatened which challenge any rights in respect thereto or the
  validity thereof;

            (c) none of the aforesaid infringes upon  or  otherwise
  violates the rights of others in the United States, Canada  or
  Mexico, or to the knowledge of Seller, anywhere else in the
  world; or to the knowledge of Seller, KGF or Birds Eye Mexico  is
  being infringed upon by others, and none is subject to any
  outstanding order, decree, judgment, stipulation or charge;

            (d) no licenses, sublicenses or  agreements  pertaining
  to any of the aforesaid have been granted or entered into by
  Seller, KGF or Birds Eye Mexico; and

            (e)  Neither Seller, KGF nor Birds Eye Mexico has
  received any notice of interference or infringement of any of the
  foregoing.

               SECTION 4.19   MATERIAL CONTRACTS.  All contracts,
  agreements, instruments and leases (other than those entered into
  after the date hereof with the written consent of Buyer) related
  to the Business, or to which any of the Purchased Assets are
  subject, meeting any of the descriptions set forth below  (the
  "Material Contracts"), are listed in Schedule 4.19:

            (a) any agreement obligating the Business  to  purchase
  or sell any products or services and which either (i) was  not
  entered into in the normal course of business, or (ii) is  not
  terminable without payment or penalty upon 60 days' (or  less)
  notice, or (iii) is in an aggregate amount exceeding  $25,000;

            (b)  any indebtedness, obligation or liability for
  borrowed money, or liability for the deferred purchase price of
  property in excess of $25,000 (excluding normal trade  payables),

                                     - 54 -
 -
   55
  or any instrument guaranteeing any indebtedness, obligation or
  liability, or any obligation to incur any indebtedness,
  obligation or liability;

             (c)  any joint venture, partnership or other
  arrangement involving a sharing of profits involving the
  Business;

             (d)  any sales agency, brokerage, distribution or
  similar contract;

             (e)  any consulting agreement or arrangement;

             (f)  any agreement restricting the Business or any
  employee of the Business from competition or  requiring  the
  Business or any such employee to maintain the confidentiality of
  information provided to the Business by a third party;

             (g)  any agreement under which the consequences of a
  default or termination could have a MAE on the Business;

             (h)  any long-term or continuing agreement or
  arrangement (other than with respect to "Every Day Low Price"
  arrangements) with respect to discounts or allowances or extended
  payment terms;

             (i)  any agreement granting, or which may have the
  effect at any time in the future of granting, a lien, security
  interest, mortgage or encumbrance against or on Purchased Assets;

             (j) any agreement restricting, or  purporting  to
  restrict, Seller from doing any business;

             (k)  any agreement between any of Seller, KGF or Birds
  Eye Mexico and any affiliate of any of them (including without

                                     - 55 -
   56
 limitation any agreement between Birds Eye Mexico and either
 Seller or KGF); and

            (1)  any other contract, arrangement or commitment
 which is not in the ordinary and usual course of business of
 Seller or which is material as to amount or effect on the
 Business.

       Except as set forth in Schedule 4.19:

            (i)  all Material Contracts and other contracts,
       agreements, instruments and leases included in the Purchased
       Assets are in full force and effect and are valid,  binding
       and enforceable in accordance with their terms, except to
       the extent such enforcement may be limited by bankruptcy,
       insolvency, reorganization, moratorium or other laws
       relating to or affecting the enforcement of creditors'
       rights or by general equitable principles;

           (ii)  the Business is not, and, to the knowledge of
       Seller, KGF and Birds Eye Mexico, no other party to any  of
       the foregoing is, in breach of any provision of, in
       violation of, or in default under the terms of any of the
       foregoing;

          (iii) no event has occurred which, after the  giving  of
       notice or passage of time or otherwise, would constitute  a
       default under or result in the breach of any of the
       foregoing by the Business, or to the knowledge of Seller,
       KGF and Birds Eye Mexico, by any other party; and

           (iv)  Seller has furnished to Buyer accurate and
       complete copies of each Material Contract.

       SECTION 4.20   EMPLOYEES.  Schedule 4.20 contains a complete
  and accurate list and description of all of the following to

                                     - 56 -
   57
   which Seller, KGF or Birds Eye Mexico is a party or by which they
   are bound which relate to the Business:

              (a)  written employment contracts with employees of the
   Business;

              (b)  oral contracts or understandings with any employee
   of the Business which alter the "employee-at-will" relationship
   with any such employee;

              (c)  collective bargaining agreements;

              (d)  incentive and bonus arrangements;

              (e) pension and retirement plans;

              (f) profit sharing plans;

              (g) deferred compensation plans;

              (h) multi-employer health and welfare or benefit
         plans;

              (i) medical, life or health insurance plans;

              (j) stock purchase, stock option or similar plans; and

              (k) severance plans or policies.

              Except as set forth in Schedule 4.20, each of Seller,
   KGF and Birds Eye Mexico has with respect to the Business
   complied with its obligations related to, is not in default under
   and no event has occurred which, after giving of notice or
   passage of time or otherwise, would constitute a default under,
   and the transactions contemplated hereby will not affect, any of
   the foregoing.  Seller has delivered to Buyer a true and complete

                                     - 57 -
 
   58
  list of the name, position and present rate of compensation of
  each employee of the Business.  Except as set forth in Schedule
  4.20 or 4.22, there are no unfair labor practices,  employment
  related litigation, administrative proceedings or controversies
  pending or, to the knowledge of Seller, KGF or Birds Eye Mexico,
  threatened involving any employee of the Business.  Each of
  Seller, KGF and Birds Eye Mexico is with respect to the Business
  in compliance in all respects with its obligations under all
  statutes, executive orders and other  governmental regulations
  governing its employment practices, including without limitation,
  provisions relating to wages, hours, equal opportunity,
  discrimination in employment, and payment of social security and
  other taxes.  As of the date of this Agreement, the Business has
  not suffered or sustained any labor disputes resulting in  any
  work stoppage and, to the knowledge of Seller, KGF and Birds Eye
  Mexico, no such work stoppage is threatened.  As of the date of
  this Agreement, to the knowledge of Seller, KGF and Birds  Eye
  Mexico, there are no attempts being made to organize any
  employees presently employed by the Business.  All payments to
  employees which would have been paid in the ordinary course of
  business on or before the Closing Date shall have been paid as of
  the Closing.  Except as described in Schedule 4.20, deferred
  compensation and accrued bonuses of employees of Seller and Birds
  Eye Mexico existing at the Closing Date will be consistent with
  the past compensation practices of Seller and will be set forth
  in the Adjusted Closing Date Balance Sheet.

       SECTION 4.21   TAXES.

            (a)  Ali federal, state, foreign and other tax returns,
  reports and declarations of every nature required to be filed by
  or on behalf of Seller or KGF (either separately or as part of a
  consolidated group) prior to the Closing have been timely filed
  and such returns, reports and declarations as so filed are
  complete and accurate and disclose all taxes required to be paid
  for the periods covered thereby, except for any such failure to

                                     - 58 -
   59
  file and except for such errors which would not have a  MAE  on  the
  Business.  All taxes and all  deficiency  assessments,  penalties
  and interest relating to any period ending prior to  the  Closing
  shall have been paid as of the Closing.  All taxes, including
  estimated taxes, for periods beginning before and ending  on  or
  after the Closing have been paid as required by law in  a  timely
  manner.  There are no tax liens on any property  included  in  the
  Purchased Assets and no basis exists for any such liens.

            (b) All federal, state, foreign  and  other  tax  returns,
  reports and declarations of every nature required to  be  filed  by
  or on behalf of Birds Eye Mexico (either separately or  as  part  of
  a consolidated group) prior to the Closing have  been  timely  filed
  and such returns, reports and declarations as so filed are
  complete and accurate and disclose all taxes required  to  be  paid
  for the periods covered thereby.  All taxes  and  all  deficiency
  assessments, penalties and interest relating to  any  period  ending
  prior to the Closing shall have been paid as  of  the  Closing.  All
  taxes, including estimated taxes, for periods  beginning  before
  and ending on or after the Closing have been paid  as  required  by
  law in a timely manner.  There are no tax liens  on  any  property
  of Birds Eye Mexico and no basis exists for any such liens.

       SECTION 4.22   LITIGATION.  Except as  set  forth  in  Schedule
  4.22, neither Seller, KGF nor Birds Eye Mexico is engaged in  or  a
  party to or, to the knowledge of Seller, KGF or  Birds  Eye  Mexico,
  threatened with any suit, action, proceeding,  investigation  or
  legal, administrative, arbitration or other method  of  settling
  disputes or disagreements or governmental investigation with
  respect to the Business or the Purchased Assets or  the  assets  of
  Birds Eye Mexico.  There are no actions, suits, proceedings,
  orders or investigations pending or, to the  knowledge  of  Seller,
  KGF or Birds Eye Mexico, threatened against or affecting the
  Business at law or in equity, or before or by  any  federal,  state,
  municipal or other governmental department,  commission,  board,
  bureau, agency or instrumentality, domestic or  foreign,  which  are

                                     - 59 -
   60
  reasonably likely to adversely affect Seller's performance under
  this Agreement or any of the agreements contemplated hereby or
  the consummation of the transactions contemplated hereby or
  thereby.

      SECTION 4.23    COMPLIANCE WITH LAW, AND LICENSES AND PERMITS
  AND CONSENTS.

            (a)  Except as set forth in Schedule 4.23, neither
  Seller nor KGF is with respect to the Business, and Birds Eye
  Mexico is not, in violation of any law or regulation, including,
  without limitation, any law or regulation pertaining to
  occupational safety or health, environmental protection, equal
  employment opportunity, employees retirement income security,
  imports and exports, Maquiladora and PITEX status or other law,
  ordinance, judicial decree, order or regulation.  No notice (the
  reason for which has not been corrected) has been served upon
  Seller, KGF or Birds Eye Mexico with respect to the Business by
  any governmental body or other person of any violation of any
  law, ordinance, code, rule or regulation or requiring or calling
  attention to the necessity of any work, repairs, new
  construction, installation or alteration in connection with any
  real or personal property or equipment of the Business.

            (b)  Seller, KGF and Birds Eye Mexico have all
  licenses, permits, approvals and other authorizations as are
  necessary in order to enable them to own and operate the
  Business, and use the Purchased Assets and the assets of Birds
  Eye Mexico as they are currently being owned, operated and used.
  All such licenses, permits, approvals, franchises, clearances and
  authorizations, true and correct copies of which have been
  previously furnished to Buyer, are listed in Schedule 4.23, are
  in full force and effect.  Birds Eye Mexico has complied,with all
  commitments and requirements relating to its Maquiladora and
  PITEX status.  Except as set forth in Schedule 4.23, no material
  violations have been recorded or alleged in respect of any such

                                     - 60 -
   61

  licenses, approvals or authorizations, and no proceeding is
  pending or, to the knowledge of Seller, KGF or Birds Eye Mexico,
  threatened or contemplated with respect to the revocation  or
  limitation of the same.

            (c)  Except as set forth on Schedule 4.23, there are no
  third party consents required in order to permit or allow Buyer
  to own or operate the Purchased Assets or the Business  after
  Closing in the same way as they were operated prior to Closing,
  except for third party consents, the failure of which to obtain,
  would not have a MAE on the Business.

      SECTION 4.24    ENVIRONMENTAL MATTERS.  Except as disclosed
  in Schedule 4.24, the use and operation by Seller, KGF and Birds
  Eye Mexico of each facility used in the Business has been and on
  the Closing Date will be in compliance with all applicable  United
  States and Mexican Federal, state, and local environmental laws,
  respectively.  Except as set forth on Schedule  4.24,  neither
  Seller, KGF nor Birds Eye Mexico is aware of any environmental
  obligation or liability associated with owning, operating  or
  maintaining the Owned Real Estate or the Birds Eye Mexico Real
  Estate or occupying the Leased Real Estate.

       SECTION 4.25   ADEQUACY OF THE PURCHASED ASSETS; LOCATION  OF
  ASSETS.  Except as set forth in Schedule 4.25,  the  Purchased
  Assets and the assets owned by Birds Eye Mexico constitute, in
  the aggregate, all of the property necessary for the conduct of
  the Business in the manner in which and to the extent to which  it
  is currently being conducted.  Such Schedule discloses all  of  the
  services currently obtained by the Business from or provided by
  the Business to, or provided or obtained on behalf of the
  Business (whether or not at the expense of the Business)  by,
  Seller or KGF (exclusive of the Business) or any affiliate of
  either of them.  All of the assets of the Business (whether or
  not Purchased Assets) are located at the Owned Real Estate, the

                                     - 61 -
 
   62
   Leased Real Estate, the Birds Eye Mexico Real Estate or, with
   respect to inventory, outside storage locations.

       SECTION 4.26   ADVERSE RESTRICTIONS.  The Business is not
   subject to any provision of any charter, regulation, mortgage,
   lien, agreement, commitment, lease, order, judgment or decree,
   which could reasonably be expected to have a material adverse
   effect on the Purchased Assets, the assets of Birds Eye Mexico or
   the existing or expected business or condition (financial or
   other) or results of operations of the Business.

       SECTION 4.27   NOTICE RE BUSINESS.  With respect to the
   Business, neither Seller, KGF nor Birds Eye Mexico has been
   notified as of the date hereof by any person, firm or corporation
   that it will stop business with the Business, or materially
   decrease the amount of its business with the Business which could
   reasonably be expected to have a MAE on the Business.

       SECTION 4.28    COMPLAINTS.  Within ten (10) business days of
   the date of this Agreement, Seller will provide Buyer with a
   listing of all consumer, governmental or trade complaints,
   product liability claims or claims under written product
   guarantees set forth on packaging received by Seller or KGF
   during the past two years.

                                   ARTICLE 5
                    REPRESENTATIONS AND WARRANTIES OF BUYER

             Buyer hereby represents and warrants as follows:

        SECTION 5.01   CORPORATE ORGANIZATION AND POWER.  Buyer is a
   corporation duly organized, validly existing and in good standing
   under the laws cf the jurisdiction of its incorporation.  Buyer

                                     - 62 -
   63
  has full corporate power and authority to execute, deliver and
  perform this Agreement and the other agreements contemplated
  hereby.

      SECTION 5.02    AUTHORIZATION.  The  execution, delivery  and
  performance by Buyer of this Agreement and the other agreements
  contemplated hereby have been duly authorized by Buyer.  This
  Agreement constitutes and each of the other agreements
  contemplated hereby when executed and delivered will constitute a
  valid and binding obligation of Buyer, enforceable in accordance
  with its terms.

       SECTION 5.03   NO VIOLATION.  The execution, delivery and
  performance of this Agreement and the other agreements
  contemplated hereby by Buyer and the consummation of the
  transactions contemplated hereby or thereby do not and  will  not
  (a) conflict with or result in any breach of, (b) constitute a
  default under, (c) result in a violation of, or (d) give any
  third party the right to accelerate any obligation under the
  provisions of Buyer's certificate of incorporation or  bylaws  or
  any indenture, mortgage, lease, loan agreement or other agreement
  to which Buyer is party or to which Buyer is bound, or  any  law,
  statute, rule, regulation, judgment or decree to which  Buyer  is
  subject.

       SECTION 5.04   LITIGATION.  There are no actions, suits,
  proceedings, orders or investigations pending or, to the
  knowledge of Buyer, threatened against or affecting Buyer at law
  or in equity, or before or by any federal, state, municipal or
  other governmental department, commission, board, bureau, agency
  or instrumentality, domestic or foreign, which are reasonably
  likely to adversely affect Buyer's performance under this
  Agreement or the consummation of the transactions contemplated
  hereby.



                                     - 63 -
   64
                                   ARTICLE 6


                                  TERMINATION


       SECTION 6.01   TERMINATION.  This Agreement may be
  terminated at any time prior to the Closing:

            (a)  by mutual written consent of Seller and Buyer;

            (b)  by either Seller and KGF on the one hand, or Buyer
  on the other hand, if the Closing hereunder has not been
  consummated by January 31, 1994, provided that if a party's
  willful breach of this Agreement has prevented the  consummation
  of the transactions contemplated hereby, that party shall not  be
  entitled to terminate pursuant to this Section 6.01(b).

       SECTION 6.02   EFFECT OF TERMINATION.  In the event of
  termination of this Agreement by either Seller or Buyer as
  provided above, this Agreement will forthwith become void and
  there will be no liability on the part of either Buyer or Seller,
  except for material willful breaches of and intentional
  misstatements in or pursuant to this Agreement prior to the  time
  of such termination.  Notwithstanding the foregoing, the
  obligations of the parties under Section 6.03, and liability  of
  the parties for breaches thereof, shall survive such termination.

       SECTION 6.03   CONFIDENTIALITY.  In the event of any
  termination of this Agreement, each of Seller and KGF and  Buyer
  shall treat as confidential and not disclose, or use directly  or
  indirectly for its benefit in any manner whatsoever, or permit
  others under its control to disclose, or to use, any  information
  concerning the other obtained pursuant to or in connection  with
  the transaction which is the subject of this Agreement which  is
  not a matter of public knowledge, and Seller and KGF and Buyer
  shall each promptly return to the other or destroy upon  written
  request all written information and documents received from  the

                                     - 64 -
   65
   other or its representatives, including all copies thereof.  The
   foregoing shall not preclude any party from disclosing
   information which it is legally compelled to disclose.

                                   ARTICLE 7

                             ADDITIONAL AGREEMENTS

       SECTION 7.01   SURVIVAL.  The  representations,  warranties,
   covenants and agreements set forth in this Agreement, or in any
   writing delivered in connection with this Agreement, will survive
   the Closing Date and the consummation of the transactions
   contemplated hereby, notwithstanding any examination made for or
   on behalf of Buyer or Seller; provided, however, that the
   representations and warranties of Seller and KGF contained in
   Article 4 (other than those in Section 4.21, which shall survive
   until the expiration of the respective statutes of limitation
   governing claims with respect thereto, and other than  those  in
   Section 4.24 which shall survive until December 31, 1996) and the
   representations and warranties of Buyer contained in  Article  5
   shall survive only until December 31, 1994.  No claim for the
   recovery of indemnifiable damages based upon the  inaccuracy  of
   such representations and warranties may be asserted by  a  party
   after such representations and warranties shall be thus
   extinguished; provided, however, that claims first  asserted  in
   writing within the applicable period shall not thereafter be
   barred.

       SECTION 7.02    INDEMNIFICATION.

             (a)  Seller and KGF agree to jointly and severally
   indemnify Buyer and its affiliates and hold them harmless against
   any loss, liability, claim, damage or expense (including, without
   limitation, costs of investigation and reasonable legal expenses
   and costs) which Buyer or any of its affiliates may suffer,

                                     - 65 -
   66
  sustain or become subject to, as the result of a breach of  any
  representation, warranty, covenant, or agreement by Seller or KGF
  contained in this Agreement or the other agreements  contemplated
  hereby, or the failure of Seller or KGF to pay, discharge or
  perform any of the Excluded Liabilities; provided, however,  that
  neither Seller nor KGF will be liable for any such loss,
  liability, claim, damage, or expense arising out of a breach by
  Seller or KGF of any representation or warranty contained in
  Article 4 (other than fraudulent acts or omissions) unless  the
  aggregate amount of all such losses, claims, damages,
  liabilities, and expenses resulting to Buyer from all such
  breaches or claims exceeds an amount equal to $2,000,000.00  (the
  "Allowance"), in which case Seller and KGF will only be  liable
  for such amounts in excess of the amount of the Allowance;  and
  provided further, that in no event shall Seller's or KGF's
  liabilities arising out of a breach by Seller or KGF of any
  representation or warranty contained in Article 4 exceed one-half
  of the Purchase Price.

            (b)  Buyer agrees to indemnify Seller and KGF and any
  of their affiliates and hold them harmless against any loss,
  liability, claim, damage or expense (including, without
  limitation, costs of investigation and reasonable legal  expenses
  and costs) which Seller or KGF or any of its affiliates may
  suffer, sustain or become subject to, as the result of a breach
  of any representation, warranty, covenant, or agreement by  Buyer
  contained in this Agreement or the other agreements  contemplated
  hereby, or the failure of Buyer to discharge or perform any  of
  the Assumed Liabilities, and shall indemnify Seller and KGF and
  any of their affiliates and hold them harmless against any  and
  all actions, suits, claims and other proceedings which arise
  directly or indirectly out of the Buyer's operation of the
  Business after the Closing, including without limitation the
  manufacture, distribution, marketing and sale of products after
  the Closing.

                                     - 66 -
   67
            (c)  Promptly, but in no event later than 90 days,
  after receipt by a management level employee of Buyer on the one
  hand, or of Seller or KGF on the other hand, of written notice of
  any claim or potential claim by any third party, which could give
  rise to a right to indemnification pursuant to Section 7.02(a) or
  (b), Buyer on the one hand, or Seller and KGF on the other hand,
  as the case may be (in any such case, the "Beneficiary"), shall
  give the party who may become obligated to provide
  indemnification hereunder written notice describing such claim in
  reasonable detail to the extent then known; provided, however,
  that a failure to give or delay in giving any such notice will
  not affect the indemnification obligation of the party to which
  such notice is required to be given except to the extent such
  party is actually prejudiced thereby.  After the indemnifying
  party has acknowledged in writing that it is indemnifying the
  other party with respect to litigation involving any claim, the
  indemnifying party will be entitled to assume the defense
  thereof; provided, however, that the other party may at its
  election participate in any such defense to the extent that it in
  its sole discretion believes that the defense of such claim,
  including the anticipated resolution, will materially affect  its
  ongoing business.  At the indemnifying party's reasonable
  request, the other party will cooperate with the indemnifying
  party in the preparation of any such defense (including  Seller's
  and KGF's defense of an Excluded Liability or Buyer's defense  of
  an Assumed Liability), and the indemnifying party will  reimburse
  the other party for any expenses incurred in connection with such
  request.  Neither the indemnified party nor the indemnifying
  party will settle any claims of a kind described in this
  subsection without the consent of the other, which consent will
  not be unreasonably withheld.

             (d)  Notwithstanding other provisions of this Section
  7.02, if as of the Closing Date Buyer knows of any matter
  described above and does not disclose to Seller and KGF the
  existence of such matter prior to consummating the Closing, Buyer

                                     - 67 -
   68
  hereby waives all right to make a claim in respect of such matter
  and all loss, liability, damage and expense which Buyer may
  suffer or sustain or to which Buyer may become subject as a
  result of or in connection with such matter shall not be deemed
  to be Losses for the purposes of this Section 7.02.

            (e) The indemnification rights provided  in  Sections
  7.02, 7.03, 7.09, 7.17 and 8.10 shall be the sole and exclusive
  remedy available to each of the parties to this Agreement as
  against any other party for any misrepresentation, breach of
  warranty or failure to fulfill any covenant or agreement
  contained herein or in connection with any of the  transactions
  contemplated hereby, but not for any fraudulent act or omission,
  provided that, in the event that monetary damages would
  constitute an inadequate remedy for a failure to fulfill any
  covenant or agreement contained herein or in connection with any
  of the transactions contemplated hereby (for example, for a
  failure to fulfill any covenant or agreement in Section  7.08),
  nothing herein shall preclude injunctive or other equitable
  relief in connection with such failure.

       SECTION 7.03   HIRING EMPLOYEES OF THE BUSINESS.

            (a)  Seller and KGF agree to use reasonable commercial
  efforts to assist Buyer in engaging such employees of the
  Business who are employed by Seller at Closing, a list of which
  is set forth as Schedule 7.03.  Buyer reserves the right to
  remove the name of any non-union employee from Schedule 7.03
  prior to Closing, in which event, Buyer shall reimburse Seller
  for Seller's cost of severing any such employee under Seller's
  standard severance plan provided severance occurs at  any  time
  prior to sixty (60) days after Closing.  Buyer will prior to
  Closing offer to employ, effective as of the Closing, all such
  employees of the Business whose name is set forth  on  Schedule
  7.03 (as revised) who are capable, as of the Closing, of
  performing equivalent full-time employment duties at  the  same

                                     - 68 -

   69
  compensation rates and in the same positions as in effect
  immediately prior to Closing and with benefits substantially
  similar to those provided by Buyer to similarly situated
  employees of Buyer; provided that the terms and conditions of
  employment offered to each such employee covered by a collective
  bargaining agreement will be those provided in such  agreement.
  Each such employee of Seller who accepts such offer is referred
  to as a "Transferred Employee".  Buyer agrees, with  respect  to
  (i) each of such non-union employees of Seller who accept  such
  offer and (ii) each management level employee of Birds Eye
  Mexico, in each case who is terminated for other than "Cause
  within one year after Closing, to pay to such person, or  cause
  Birds Eye Mexico to pay, the greater of (x) one week's  salary  per
  year of service, or (y) the amount of such person's annual
  salary, plus prorated bonus (if any) to date of termination,
  minus the aggregate amount of compensation such person has
  received from Buyer or Birds Eye Mexico with respect to service
  with Buyer or Birds Eye Mexico after Closing.  For purposes
  hereof, "Cause" shall, include without limitation,  the  employee's
  misconduct or inability or refusal to perform his or her job
  responsibilities, but shall not include the employee's refusal  to
  relocate his or her principal place of employment more  than  fifty
  (50) miles from his or her current place of employment.

            (b)  Buyer agrees to assume the Collective Bargaining
  Agreements of Seller set forth on Schedule 4.20.

            (c)  With respect to each Transferred Employee:

            (i)  Buyer shall waive pre-existing condition
       requirements, evidence of insurability provisions, waiting
       period requirements (but only to the extent of  credited  past
       service) or any similar provisions under any employee
       benefit plan or compensation arrangements maintained or
       sponsored by or contributed to by Buyer for  such  individuals
       after the Closing Date.  Buyer shall also apply toward any
       deductible requirements and out-of-pocket  maximum  limits

                                     - 69 -
   70
        under its employee welfare benefit plans any amounts paid
        (or accrued) by  each  Transferred  Employee  under  Seller's  and
        KGF's welfare benefit plans during the then current plan
        year.

           (ii)  Seller's and KGF's plans shall be responsible for
        any health and accident  claims  incurred  prior  to  the  Closing
        Date, whether or not then known or payable.  Buyer's plans
        shall assume  responsibility  for  all  health  and  accident
        claims incurred on or after the Closing Date relating to
        Transferred Employees.

           (iii) Seller  and  KGF  agree  to  vest  all  Transferred
        Employees in all benefits accrued through the Closing Date
        under KGF's pension plans  that  are  intended  to  qualify  under
        Section 401(a) of the  Internal  Revenue  Code  of  1986,  as
        amended (the "Code") and under KGF's supplemental pension
        plan.

             (iv) Seller and KGF  shall  be  liable  for  all  post-
        retirement welfare  benefits  for  all  retired  and  former
        employees as of the Closing Date, and for all Transferred
        Employees pursuant to the  terms  and  conditions  of  such  plans
        to the extent that  such  benefits  would  have  been  vested
        under KGF's plans as of the Closing Date had such
        Transferred Employees retired  from  Seller  or  KGF  on  the
        Closing Date.

              (v)  With  respect  to  pension,  savings,  severance,
        vacation,  health  and  welfare,  disability  benefits,  executive
        compensation, incentive and bonus arrangements, Buyer shall
        recognize for purposes of participation, eligibility and
        vesting (but not for purposes of benefit accrual and
        compensation  arrangements)  under  its  employee  benefit  plans,
        the service of any  Transferred  Employee  with  Seller  and  KGF.


                                     - 70 -
   71
           (vi)  With respect to all post-Closing Date employment
       tax withholding responsibilities, Buyer shall elect to treat
       all Transferred Employees as if they had been employed by
       Buyer as of January 1, in the year on which the Closing
       occurs.  In addition, Buyer, Seller and KGF hereby agree to
       follow the alternative procedure for employment tax
       reporting as provided in Section 5 of Rev.  Proc. 84-77,
       1984-2 C.B. 753.  Thus, Seller and KGF shall have no
       employment tax reporting responsibilities for such
       Transferred Employees after the Closing Date.  Seller and
       KGF shall reasonably assist Buyer in complying with its
       obligation pursuant to this Clause (vi).

          (vii)  As of the Closing Date, Buyer will assume all
       obligations of Seller and KGF to Transferred Employees for
       any vacation entitlement to the extent reflected on the
       Adjusted Closing Date Balance Sheet.

            (d)  Seller and KGF will be responsible for satisfying
  obligations under Section 601 et. seg. of ERISA and Section 4980B
  of the Code, to provide continuation coverage to or with respect
  to any Transferred Employee in accordance with law with respect
  to any "qualifying event" occurring on or before the Closing
  Date.  Buyer will be responsible for satisfying obligations under
  Section 601 et. seq. of ERISA and Section 4980B of the Code, to
  provide continuation coverage to or with respect to any
  Transferred Employee in accordance with law with respect to any
  "qualifying event" which occurs following the Closing Date.

             (e)  Buyer shall be responsible for all workers'
  compensation benefits payable to Transferred Employees with
  respect to injuries to Transferred Employees after the Closing
  or, provided that neither Seller nor KGF had knowledge of such
  injury, with respect to injuries which relate to an event or
  circumstance or events or circumstances that straddles or
  straddle the Closing if the date of the original claim relating

                                     - 71 -
   72
  to such injury is after the Closing, regardless of the date  of
  injury.

            (f)  Buyer shall indemnify Seller and KGF from and
  against any loss, liability, claim or damage, including
  attorneys' fees, for severance liability suffered by Seller  or
  KGF with respect to any employee of the Business who is  not
  offered employment by Buyer as required pursuant to  Section
  7. 03 (a) above.

            (g)  Except as otherwise expressly provided in this
  Agreement and except for liabilities accrued as of the  Closing
  Date that are not assumed by Buyer under this Agreement,  Buyer
  shall be liable for and shall indemnify Seller and KGF and  its
  affiliates from and against any and all liabilities with respect
  to Transferred Employees' compensation or employee  benefits
  resulting solely from acts, omissions or occurrences after  the
  Closing other than those of Seller or KGF.

            (h) Buyer represents that it does not  contemplate  a
  plant closing or mass lay-off of employees of the Business,  or
  any terminations that in the aggregate would constitute a  mass
  lay-off of employees of the Business, within 90 days of  the
  Closing.

       SECTION 7.04   CONTINUING ASSISTANCE.  Subsequent to the
  Closing, Seller and KGF will refer all customer, supplier,  and
  other inquires relating to the Business to Buyer.  Subsequent to
  the Closing, Seller and KGF will provide to Buyer,  promptly
  following receipt thereof, copies (on which information unrelated
  to the Business may be redacted) of all mail and other
  communications relating to the Business not conveyed to Buyer
  pursuant to Section 1.01(a)(iii) on account of not  relating
  primarily to the Business.  At any time and from time to time
  after the Closing, at Seller's request and without further
  consideration or compensation whatsoever, Buyer will execute and

                                     - 72 -
   73
  deliver such assumption agreements and take such action as Seller
  may reasonably deem necessary in order to more effectively assume
  the Assumed Liabilities.  At any time and from time to time  after
  the Closing, at Buyer's request and without further consideration
  or compensation whatsoever, Seller and KGF will execute and
  deliver such transfer documents and take such action as Buyer may
  reasonably deem necessary in order to more effectively evidence
  Buyer's title to the Purchased Assets.

      SECTION 7.05   EXPENSES AND TRANSFER TAXES.

           (a)  Except as otherwise expressly provided herein,
  each party will pay all of its expenses, including attorneys' and
  accountants' fees, in connection with the negotiation of this
  Agreement, the performance of its obligations hereunder (whether
  or not the Closing occurs), and the consummation of the
  transactions contemplated by this Agreement.

            (b)  Buyer and Seller shall each pay one-half of all
  state, county or local sales, excise, value added, use,
  registration, stamp or other transfer taxes and similar taxes,
  levies, charges or fees required to be paid on the transfer of
  any of the Purchased Assets.  The parties will cooperate in
  providing each other with appropriate resale exemption
  certification and other similar tax and fee documentation.

            (c)  Seller shall be responsible for and shall pay any
  income tax caused by the sale and transfer of the Purchased
  Assets.  Seller shall provide to Buyer:  (i) not later than the
  10th day of the calendar month immediately following the Closing
  Date, a copy of the stock sale report for the sale of common
  stock of Birds Eye Mexico to Buyer, prepared by an independent
  public accountant registered with the Ministry of Finance and
  Public Credit of Mexico and filed with the appropriate
  authorities; and (ii) not later than thirty (30) days following
  presentation of the notice referred to in (i) above, a copy of

                                     - 73 -
   74
  the income tax return evidencing Seller's payment of any tax due
  in connection with such sale.  With regard to the income tax
  payable on the sale of the stock of Birds Eye Mexico, such tax
  shall be based upon 30% of KGF's profit from such sale, the
  allocated purchase price of which shall be determined as set
  forth in Section 7.10.

      SECTION 7.06    PRESS RELEASES AND ANNOUNCEMENTS.  No press
  releases, announcements or other disclosure related to this
  Agreement or the transactions contemplated herein will be issued
  or made without the joint approval of Buyer on the one hand, and
  Seller and KGF on the other hand, except for any public
  disclosure which Buyer or Seller and KGF in good faith believes
  is required by law (in which case the disclosing party will to
  the extent reasonably feasible consult with the other party prior
  to making such disclosure), provided, however, that nothing set
  forth above shall in any way prevent Buyer from making releases,
  announcements, or other disclosures about the existence of this
  Agreement and the transactions contemplated herein and/or the
  operation of the Business after Closing.  Buyer, Seller and KGF
  will cooperate to prepare a joint press release to be issued on
  the Closing Date and, upon the request of either Buyer on the one
  hand, or Seller and KGF on the other hand, at the time after the
  signing of this Agreement.

      SECTION 7.07   RETENTION AND ACCESS TO RECORDS.

            (a)  The parties recognize that Seller and KGF will
  require full access to all appropriate records and documentation
  of the Business in connection with audits for tax periods in
  which Seller and KGF owned the Business.  The parties agree that
  Seller and KGF may, solely for such purpose, (i) maintain copies
  of any business records of the Business which are included in the
  Purchased Assets, and (ii) prepare a comprehensive index and file
  plan of any business records of the Business that are included in
  the Purchased Assets (the "File Plan").

                                     - 74 -

   75
           (b)  Buyer agrees to maintain such records in a manner
  consistent with the File Plan and keep such materials reasonably
  accessible for a period of not less than ten years from the
  Closing Date (plus any additional time during which Buyer has
  been advised that there is an ongoing tax audit with respect to
  periods period to the Closing Date).

           (c)  During such period, Buyer agrees to give Seller
  and KGF at their expense reasonable cooperation, access
  (including copies), and staff assistance, as needed, during
  normal business hours with respect to books and business records
  and other financial data delivered to Buyer hereunder for (i) the
  preparation of tax returns and financial statements and (ii) the
  management and handling of tax audits.

      SECTION 7.08   NON-COMPETITION.

            (a)  Seller and KGF agree that for a period of four
  years commencing with the Closing Date (the "Term"), it will not,
  directly or indirectly, either for itself or for any other
  person, partnership, corporation or company, permit its name to
  be used by or participate in any enterprise involved in the
  business of producing, manufacturing, marketing, distributing or
  selling frozen vegetables anywhere in the United States of
  America, Canada or Mexico (the "Territory").  For purposes of
  this Agreement, the term "Participate" includes any direct or
  indirect interest in any enterprise, whether as stockholder,
  partner, or otherwise (other than by ownership of less than five
  percent of the stock of a publicly-held corporation) or
  otherwise.  Seller and KGF agree that this covenant is reasonably
  designed to protect Buyer's substantial investment and is
  reasonable with respect to its duration, geographical area and
  scope.

            (b)  During the non-competition period, neither Seller
  nor KGF shall induce or attempt to induce any employee or


                                    - 75 -
   76
  customer of the Business to leave the employ of the Business or
  cease or limit its business with the Business or in any way
  interfere with the relationship between the Business and any
  employee or customer of the Business.

            (c)  Notwithstanding anything set forth above to the
  contrary:

            (i)  Seller or KGF may hereafter purchase,  or  otherwise
       become affiliated with or participate in, an enterprise
       producing, manufacturing, marketing or selling frozen
       vegetables in the Territory if less than thirty (30%) of  the
       aggregate gross revenues in the Territory for its most
       recently concluded fiscal year were derived from producing,
       manufacturing, marketing or selling frozen vegetables in  the
       Territory;

           (ii)  Seller and KGF may continue to own and operate or
       hereafter own, operate, acquire or otherwise become
       affiliated with any wholesale or retail grocery business,
       any grocery distribution business or any foodservice
       distribution business;

          (iii)  Seller and KGF may engage in any joint marketing,
       promotion or in-store merchandising program for any of
       Seller's or KGF's other products and any frozen vegetable
       products produced by or for any person not bound by this
       paragraph provided that no such program shall be designed  to
       or executed in such a manner so as to create the impression
       that Seller or KGF is engaged in the frozen vegetable
       business;

            (iv)  Seller and KGF may continue to own, market and
       sell Seller's existing frozen vegetable and sauce side dish
       products as presently sold under The Budget Gourmet
       trademark; and

                                     - 76 -
   77
           (v)  Seller and KGF may continue to own, market and
      sell, develop or acquire product lines that include frozen
      vegetables so long as such products also include amounts of
      other components such as legumes/beans (but excluding green
      beans and lima beans and provided Seller has, acting
      reasonably, determined that such product is to be  marketed
      as a "center of the plate" meal), rice, pasta, meat, fish or
      shellfish (but not merely a sauce, including a cheese sauce)
      in quantities sufficient to enable Seller or KGF to  market
      such product as a product containing such other  component;
      provided, however, in no event shall Seller or KGF market or
      sell for a period of eighteen (18) months after the Closing
      Date any product which contains frozen vegetables in a form-
      filled, sealed, polymer bag unless such product also
      contains sufficient quantities of meat, chicken, fish or
      shellfish to enable Seller or KGF to market such product as
      a product containing such other component.

            (d)  Seller and KGF agree and acknowledge (i) that in
  the event any of the duration, geographical area, scope or other
  limitations set forth above in this Section is deemed to be
  unreasonable by a court of competent jurisdiction, then the
  maximum limitation that such court deems reasonable shall be
  substituted for the duration, geographical area, scope or other
  limitation provided herein, and (ii) that any breach of the
  provisions of this Section is likely to result in irreparable
  injury to the Buyer and that a remedy at law alone will be an
  inadequate remedy for such a breach, and that in addition to any
  other remedy it may have, the Buyer shall be entitled to enforce
  the specific performance of this Section and to seek both
  temporary and permanent injunctive relief to prevent or redress
  such injury (to the maximum extent permitted by law) without the
  necessity of proving actual damages.

       SECTION 7.09   BULK TRANSFER LAWS.  Buyer hereby waives
  compliance by Seller and KGF with the provisions of any so-called


                                    - 77 -
   78
  bulk transfer laws of any jurisdiction in connection with the
  sale of the Purchased Assets.  Notwithstanding anything to the
  contrary in Section 7.02, Seller and KGF agree to indemnify  Buyer
  against all liability, damage or expense which Buyer may suffer
  due to the failure to so comply or to provide notice required  by
  any such law.

      SECTION 7.10   ALLOCATION OF PURCHASE PRICE AND ASSUMED 
  LIABILITIES.  Prior to the Closing Date, Buyer, Seller and KGF
  shall agree upon the portion of the Purchase Price to be
  allocated to the stock of Birds Eye Mexico.  As provided under
  Section 7.17, Buyer, Seller and KGF shall agree upon the  portion
  of the Purchase Price to be allocated to the Fulton, New York
  facility.  If Buyer, Seller and KGF cannot agree on  an  allocation
  for the Fulton, New York facility by December 1, 1993 or  the
  stock of Birds Eye Mexico by Closing, then the net book value  as
  shown on the Latest Balance Sheet (or on the balance sheet of
  Seller in the case of such stock) shall be allocated to  such
  assets.  No later than ninety (90) days after  Closing,  Buyer
  shall prepare and submit to Seller and KGF for their approval,
  which approval will not be unreasonably withheld, its proposed
  allocation of the remainder of the Purchase Price and the  Assumed
  Liabilities.  In the event Buyer, Seller and KGF agree on such
  allocation, such allocation shall be reflected in an allocation
  schedule which shall become part of this Agreement.  Buyer,
  Seller and KGF agree to allocate the remainder of the Purchase
  Price and the Assumed Liabilities in accordance with such
  schedule, to be bound by such allocation and the allocation in
  the first sentence of this Section for all purposes, to account
  for and report the purchase and sale contemplated hereby for  all
  purposes (including, without limitation, financial, accounting
  and tax purposes) in accordance with such allocations, and not  to
  take any position (whether in financial statements, audits, tax
  returns or otherwise) which is inconsistent with such  allocations
  without the prior written consent of the other, except to the
  extent such consistency is not permitted by applicable law or


                                    - 78 -
   79
  generally accepted accounting principles.  The parties will
  exchange drafts of any information returns required by IRC
  Section 1060 and any similar state statutes, at least sixty (60)
  days prior to filing such returns and will discuss in good faith
  any modifications suggested by the receiving party.  In the event
  Buyer, Seller and KGF fail to agree on the allocation of the
  remainder of the Purchase Price and the Assumed Liabilities prior
  to 150 days after the Closing, all references to an allocation of
  the remainder of the Purchase Price and Assumed Liabilities in
  this Agreement shall be of no force and effect.

      SECTION 7.11  THRID PARTY BENEFICIARIES.  This Agreement
  does not create any rights in parties who are not a party to this
  Agreement.

      SECTION 7.12  TRADEMARK LICENSE.  Effective as of the
  Closing, Seller and KGF grant Buyer a non-exclusive, non-
  assignable, royalty-free license to use the Kraft General Foods,
  Kraft, General Foods, and The All American Gourmet Company
  trademarks, and any other trademarks or names which appear
  thereon, on existing packaging, stationery or signage for a
  period of up to twenty-four months after Closing.

      SECTION 7.13  NON-ASSIGNABLE UNDERTAKINGS AND RIGHTS. This
  Agreement shall not constitute an agreement to assign any claim,
  contract, license, lease, commitment, sales order or purchase
  order which would otherwise be assigned hereunder if any
  attempted assignment of such right or obligation without  the
  consent of the other party thereto would constitute a  breach
  thereof or would in any way affect the rights of Seller or KGF
  thereunder.  If such consent is not obtained, Buyer shall act as
  the agent for Seller or KGF in order to obtain for Buyer  the
  benefit thereunder.  To the extent that consents or waivers are
  not obtained prior to Closing, Seller, KGF and Buyer shall
  cooperate with each other to establish arrangements that  are
  reasonable and lawful as to both Seller and KGF on the one hand,


                                    - 79 -
   80
  and Buyer on the other hand, and which result in the benefits and
  obligations under such assumed contracts, real property leases
  and permits being apportioned in a manner that is in accordance
  with the purpose and intention of this Agreement.

      SECTION 7.14  COLLECTION OF ACCOUNTS RECEIVABLE.  For
  purposes of determining whether a receivable of a particular
  customer has been collected, payments received from that customer
  shall be applied on a first-in, first-out basis, except for cash
  on delivery payments and except as otherwise directed by the
  customer.  Buyer shall assign to Seller all uncollected accounts
  receivable for which it seeks indemnification, at the time such
  indemnification is sought.

      SECTION 7.15  TAX ELECTIONS.

            (a)  KGF and Seller acknowledge that, with respect to
  Buyer's purchase of the stock of Birds Eye Mexico, Buyer may make
  an election under Section 338 of the Code and may make actual or
  deemed elections under similar state and local provisions.

            (b)  Buyer agrees not to permit Birds Eye Mexico to
  make any distribution, or to undertake any extraordinary
  transactions that would give rise to Subpart F income to Seller,
  in Birds Eye Mexico's tax year in which the Closing takes place
  without express written consent of Seller.

       SECTION 7.16  REPAYMENT OF INTER-COMPANY LOAN.  No later
  than three business days prior to Closing, Seller shall deliver
  to Buyer a statement setting forth the amount of the inter-
  company loan from Kraft General Foods de Mexico, S.A. de C.V.
  Mexico ("KGFM"), including interest to the Closing Date (the
  "Loan Amount").  The Loan Amount will be the same amount as will
  be set forth with respect to such indebtedness on the Estimated


                                    - 80 -
   81
  Net Assets Statement.  On the Closing Date, immediately after
  closing, Buyer will cause Birds Eye Mexico to repay to  KGFM  the
  Loan Amount.

       SECTION 7.17  NEW YORK GAINS TAX.  No  later  than  December
  1, 1993, Buyer shall prepare and submit to Seller and KGF for
  their approval, which approval will not be unreasonably withheld,
  the appraised fair market value of the Fulton, New York facility.
  When agreed upon, such amount will become part of the overall
  allocation prepared in accordance with the provisions of Section
  7.10.  Seller agrees to comply as soon as practicable, after the
  fair market value for Fulton has been agreed to, with the
  requirements of Article 31-B of the tax law of the State  of  New
  York and the regulations applicable thereto, as the same, from
  time to time be amended (collectively the "Gains Tax Law").
  Seller agrees to indemnify Buyer from the New York State Gains
  Tax incurred as a result of the transactions contemplated by this
  Agreement.  Buyer agrees to cooperate with Seller in complying
  with the Gains Tax Law in a timely manner.

       SECTION 7.18  ENVIRONMENTAL REMEDIATION.

            (a)  In the event that the Phase I Environmental Report
  discloses a condition or practice which could  reasonably  result
  in liability or remediation cost to Buyer in the event the
  Closing occurs under any applicable environmental law or
  governmental regulation other than as disclosed in Schedule 4.24,
  Seller shall have fifteen (15) days to exercise one of the
  following options:  (i) agree to further investigate such
  condition or practice and to remediate any such condition or
  practice that is found to exist in a manner reasonably acceptable
  to Buyer, or (ii) elect to postpone Closing until the completion
  of a Phase II Environmental Report.  If Seller elects to take the
  actions set forth in (i) above, Buyer may elect to postpone
  Closing until the completion of a Phase II Environmental Report.

                                    - 81 -
   82
  If the Phase II Environmental Report discloses conditions or
  practices which could reasonably result in liability or
  remediation cost under any applicable environmental law or
  governmental regulations, Seller agrees to remediate such
  condition or practice in a manner reasonably acceptable to Buyer;
  provided that if the Phase II Environmental Report is completed
  before Closing and the Environmental Consultant's good faith
  estimate of the total cost of all required remediation is greater
  than $15 million then either Buyer or Seller may elect to
  terminate this Agreement by delivery of notice to the other party
  within ten (10) days of the calculation of such good faith
  estimate.

            (b)  Seller agrees to remediate the environmental
  matters set forth in Schedule 4.24(2)(c) and 4.24(3)(d) in a
  manner reasonably acceptable to Buyer.

            (c)  Buyer agrees to give Seller reasonable access to
  the applicable real property in order to fulfill its obligations
  under the Section 7.18.

                                   ARTICLE 8

                                 MISCELLANEOUS

       SECTION 8.01  AMENDMENT AND WAIVER.  

            (a)  This Agreement may be amended, or any provision of
  this Agreement may be waived, provided that any such amendment or
  waiver will be binding upon Seller and KGF only if set forth in a
  writing executed by Seller and KGF, and any such amendment or
  waiver will be binding upon Buyer only if set forth in a writing
  executed by Buyer.

            (b)  No course of dealing between or among any persons
  having any interest in this Agreement will be deemed effective to
  modify, amend or discharge any part of this Agreement or any

                                    - 82 -
   83
 rights or obligations of any person under or by reason of this
 Agreement.

       SECTION 8.02 NOTICES.  Except as otherwise expressly set
 forth in this Agreement, all notices, demands and other
 communications to be given or delivered under or by reason of the
 provisions of this Agreement will be in writing and will be
 deemed to have been given and to have been received when
 delivered personally, or by documented overnight delivery
 service, or sent by telecopy, telefax, or other electronic
 transmission service, provided a confirmation copy is also sent
 no later than the next business day by first class mail, return
 receipt requested.  Notices, demands and communications to Buyer,
 Seller or KGF will, unless another address is specified in
 writing, be sent to the address indicated below:



       NOTICES TO SELLER OR KGF:     WITH A COPY TO:
                                  
       Kraft General Foods, Inc.      Kraft General Foods, Inc.
       Three Lakes Drive             Three Lakes Drive
       Northfield, IL  60093         Northfield, IL  60093
       Attn.:  General Counsel       Attn.:  John E. Kelly

       FAX:  (708) 646-4431          FAX:  (708) 646-4431

       NOTICES TO BUYER:             WITH A COPY TO:

       Dean Foods Company            Dean Foods Company
       3600 North River Road         3600 North River Road
       Franklin Park, IL  60131      Franklin Park, IL  60131
       Attn.:  President             Attn.:  General Counsel

       FAX: (708) 671-8744           FAX: (708) 671-8744


       SECTION 8.03 ASSIGNMENT.  This Agreement and all of the
  provisions hereof will be binding upon and inure to the benefit
  of the parties hereto and their respective successors and
  permitted assigns, except that neither this Agreement nor any of
  the rights, interests or obligations hereunder may be assigned by
  either party without prior written consent of the other party;




                                    - 83 -

   84
  provided, however, that notwithstanding the foregoing Buyer may
  assign its rights and obligations under this Agreement to one or
  more wholly owned subsidiaries of Buyer which agrees in a writing
  reasonably acceptable to Seller to be bound by and to perform
  fully all of Buyer's obligations hereunder and, provided that, in
  the event of any such assignment of Buyer, Buyer shall remain
  liable hereunder for the performance of Buyer's obligations
  hereunder notwithstanding such assignment.  Nothing in this
  Agreement, express or implied, shall confer upon any Person,
  other than the parties hereto, and their successors and assigns,
  any rights or remedies under or by reason of this Agreement.

       Section  8.04  SEVERABILITY.  Whenever possible, each
  provision of this Agreement will be interpreted in such manner as
  to be effective and valid under applicable law, but if any
  provision of this Agreement is held to be prohibited by or
  invalid under applicable law, such provisions will be ineffective
  only to the extent of such prohibition or  invalidity, without
  invalidating the remainder of such provision or the remaining
  provisions of this Agreement.

       Section  8.05  NO STRICT CONSTRUCTION.  The language used in
  this Agreement will be deemed to be the language chosen by the
  parties hereto to express their mutual intent, and no  rule of
  strict construction will be applied against any person.

       Section  8.06  CAPTIONS.  The captions used in this
  Agreement are for convenience of reference only and do not
  constitute a part of this Agreement and will not be deemed to
  limit, characterize or in any way affect any provision of this
  Agreement, and all provisions of this Agreement will be enforced
  and construed as if no caption had been used in this Agreement.

       Section  8.07  COMPLETE AGREEMENT.  This document and the
  documents referred to herein contain the complete agreement among
  the parties and supersede any prior understandings, agreements or

                                    - 84 -
   85
 representations by or among the parties, written or oral,  which
 may have related to the subject matter hereof in any way.

      SECTION 8.08   GOVERNING LAW/JURISDICTION.

           (a)  The substantive law (and not the law of conflicts)
 of the State of Illinois will govern all questions concerning the
 construction, validity and interpretation of this Agreement  and
 the performance of the obligations imposed by this Agreement.

           (b)  The parties hereby irrevocably and unconditionally
 consent to submit to the exclusive jurisdiction of the courts of
 the State of Illinois and of the United States of America located
 in the City of Chicago for any actions, suits, or proceedings
 arising out of or relating to this Agreement and the transactions
 contemplated hereby (and agree not to commence any action,  suit
 or proceeding relating thereto except in such courts), and
 further agree that service of any process, summons, notice or
 document by U.S. registered mail to the address set forth  above
 shall be effective service of process for any action, suit or
 proceeding brought by a party against a party in any such  court
 relating to this Agreement or the transaction contemplated
 hereby.  The parties hereby irrevocably and unconditionally waive
 any objection to the laying of venue of any action, suit or
 proceeding arising out of this Agreement or the transactions
 contemplated hereby, in the courts of the State of Illinois or
 the United States of America located in the City of Chicago, and
 hereby further irrevocably and unconditionally waive and agree
 not to plead or claim in any such court that any such action,
 suit or proceeding brought in any such court has been brought in
 an inconvenient forum.

      SECTION 8.09   COUNTERPARTS.  This Agreement may be executed
 in one or more counterparts (including by means of FAXed
 signature pages), any one of which need not contain the

                                    - 85 -
   86
  signatures of more than one party, but all such counterparts
  taken together will constitute one and the same instrument.

      SECTION 8.10    INVESTMENT ADVISORS.  Buyer has not  used  an
  financial advisor in connection with the transactions
  contemplated by this Agreement, and there are no claims for
  brokerage commissions, finders' fees or similar compensation  in
  connection with the transactions contemplated by this  Agreement
  based on any arrangement or agreement by or on behalf of  Buyer,
  except pursuant to an arrangement with J.P. Morgan Securities,
  Inc. for which Buyer is solely responsible.  Neither Seller, KGF
  nor Birds Eye Mexico has retained any broker or finder or
  incurred any liability or obligation for any brokerage
  commissions or finder's fees or similar compensation in
  connection with the transactions contemplated by this  Agreement
  based on any arrangement or agreement by or on behalf of Seller,
  KGF or Birds Eye Mexico except pursuant to an  arrangement  with
  Morgan Stanley & Co., for which Seller and KGF is solely
  responsible.  Notwithstanding anything to the contrary  in  Section
  7.02, Buyer will indemnify Seller and KGF for any breach of  its
  representation in this Section, and Seller and KGF will  indemnify
  Buyer for any breach of their representation in this Section.

       SECTION 8.11   DISCLAIMER REGARDING PROJECTIONS.  In
  connection with Buyer's investigation of the Business, Buyer has
  received from Seller and KGF certain projections, including  but
  not limited to projected statements of income, balance sheets  and
  statements of changes in financial position of the Business  for
  the fiscal year ending December 31, 1988 and subsequent years  and
  certain business plan information for such and succeeding fiscal
  years.  This information includes the information contained in a
  book entitled "Confidential Offering Memorandum", dated July
  1993.  Buyer acknowledges that there are  uncertainties  inherent
  in attempting to make such projections and other  forecasts  and
  plans, that Buyer is familiar with such uncertainties, that  Buyer
  is taking full responsibility for making its own  evaluation  of

                                    - 86 -
   87
  the adequacy and accuracy of all projections and  other  forecasts
  and plans so furnished to it, and that Buyer shall have  no  claim
  against Seller or KGF with respect thereto.  Accordingly,  neither
  Seller nor KGF makes any representation or warranty  with  respect
  to such projections and other forecasts and plans.

      SECTION 8.12   HSR ACT COMPLIANCE.  Buyer and  KGF  shall  each
  file or cause to be filed with the Federal Trade Commission and
  the United States Department of Justice any notifications
  required to be filed under the HSR Act with respect to the
  transactions contemplated herein and will each bear the costs  and
  expenses of their respective filings.  Buyer will  pay  the  filing
  fee.  Each of Buyer and KGF will use its  respective  good  faith
  efforts to make such filings promptly, to respond to any  requests
  for additional information made by either of such agencies and  to
  cause the waiting periods under the Act to terminate or expire  at
  the earliest possible date and to resist in good faith, at each
  of their respective cost and expense (including, without
  limitation, the institution or defense of legal proceedings),  any
  assertion that the transactions contemplated herein  constitute  a
  violation of the antitrust laws, all to the end of expediting
  consummation of the transactions contemplated  herein.  Each  of
  the parties has independently concluded that the risk  that  the
  transactions contemplated herein constitute a violation  of  the
  antitrust laws (whether federal or state) is minimal;
  accordingly, notwithstanding any other provision of this
  Agreement, no party shall be required to indemnify any other
  party with respect to any violation of, nor shall any  opinion  of
  counsel delivered in connection herewith be deemed  to  address,
  any antitrust laws.

       SECTION 8.13   WAIVER OF TRIAL BY JURY.  Buyer  on  the  one
  hand, and Seller and KGF on the other hand, each waive  any  right
  to trial by jury with respect to any claim or action  arising  out
  of this Agreement, any Schedule hereto or any action  or  omission

                                      - 87 -

   88
 of Buyer on the one hand, or Seller or KGF on the other hand,  in
 connection with the transactions contemplated hereby or  thereby.

      SECTION 8.14   REPRESENTATION BY COUNSEL, INTERPRETATION.
 Seller and KGF on the one hand, and Buyer on the other hand, each
 acknowledges that it has been represented by counsel in
 connection with this Agreement and the transactions  contemplated
 by this Agreement.  Accordingly, any rule of law or any legal
 decision that would require interpretation of any claimed
 ambiguities in this Agreement against the party that drafted it
 has no application and is expressly waived.  The provisions of
 this Agreement shall be interpreted in a reasonable manner to
 effect the intent of the parties

      SECTION 8.15   ATTACHMENTS AND SCHEDULES.  Disclosure of any
 fact or item in any Attachment or Schedule hereto shall not
 necessarily mean that such fact or item individually is  material
 to the Business or to its operations or assets.

      SECTION 8.16   CONTINUING PURCHASING RELATIONSHIP.  Buyer
 and Seller shall negotiate in good faith to attempt to reach
 agreement concerning the terms and conditions, including price,
 pursuant to which Seller will continue to cooperate with the
 Business after Closing beyond the period set forth in the
 Transition Agreement in purchasing vegetables under existing
 arrangements, including under that certain Processing and
 Packaging Agreement with Agripac disclosed in Section 4.20.


                                      - 88 -
   89
           IN WITNESS WHEREOF, the parties hereto have executed
 this Agreement on the day and  year first above written.




                                KRAFT GENERAL FOODS, INC.

                                By:  /s/ William J. Eichar
                                     ---------------------------
                                Name:  William J. Eichar
                                Title:  Vice President


                                THE ALL AMERICAN GOURMET COMPANY

                                By:  /s/ Lawrence S. Benjamin
                                     ---------------------------
                                Name:  Lawrence S. Benjamin
                                Title:  President


                                DEAN FOODS COMPANY

                                By:  /s/ Timothy J.Bondy
                                     ---------------------------
                                Name:  Timothy J. Bondy
                                Title:  Vice President, Finance





                                      - 89 -
   90
                             AMENDMENT NUMBER 1 TO
                           ASSET PURCHASE AGREEMENT

     This AMENDMENT NUMBER 1 to that certain Asset Purchase
 Agreement by and among Kraft General Foods, Inc., The All
 American Gourmet Company, and Dean Foods Company dated as of
 October 30, 1993 (the "Agreement") is entered into as of this
 27 day of December, 1993.

    WHEREAS KGF, Seller and Buyer wish to amend the Agreement as
 hereinafter set forth to memorialize certain agreements reached
 between them concerning the purchase and sale of the Business.
 Now, therefore, the parties hereto agree to as follows:

     1.   Terms used in this Amendment Number 1 and not  herein
 defined shall have the meanings described to such terms in the
 Agreement.

     2.   Section 1.01(a)(ii) is hereby amended to read as
 follows:

          (ii) All of the issued and outstanding capital stock of
 Birds Eye Mexico (the "Birds Eye Mexico Shares");

     3.   Section 1.02(a) is hereby amended to read as follows:

           (a)  AGGREGATE CONSIDERATION.  At Closing (as defined
 in-Section 1.04), Buyer will pay to Seller $132,900,000;
 increased dollar for dollar to the extent the amount set forth on
 the Estimated Net Assets Statement (as defined in Section 1.02
 (b)) exceeds Net Assets (as defined in Section 1.02(f)) as
 reflected in the Latest Balance Sheet (as defined in Section
 4.04), or decreased dollar for dollar to the extent the amount
 set forth on the Estimated Net Assets Statement is less than Net
 Assets reflected in the Latest Balance Sheet (the "Initial
 Purchase Price").  The Initial Purchase Price will be paid by

                                      - 90 -
   91
wire transfer or equivalent means, in immediately available funds
in the United States as Seller shall direct to Buyer.  The
Initial Purchase Price shall be adjusted as set forth in (c)
below.  On the Mexican Closing Date (as defined in Section 1.04),
Buyer will pay to Seller $7,000,000 (the "Mexican Purchase
Price").  The aggregate of the Initial Purchase Price, as so
adjusted, plus the Mexican Purchase Price, is referred to as the
"Purchase Price".

    4.   The first sentence of Section 1.02(d) is hereby amended
to read as follows:

          (d)  As soon as practicable, but in no event later than
sixty (60) days following the Closing Date, Seller shall prepare
a balance sheet of the Business as of the close of business on
the day prior to the Closing Date (or as of 12:01 a.m. on
December 25, 1993 if the Closing occurs on December 27, 1993),
and not later than seventy-five (75) days following the Closing
Date Seller shall deliver the same to Buyer together with a
report thereon of Seller's independent public accountants based
on an examination conducted by such accountants in accordance
with generally accepted auditing standards (the "Closing Date
Balance Sheet").

     5.   Section 1.04 is hereby amended to read as follows:

          SECTION 1.04   THE CLOSING.

               The closing of the purchase and sale of the
Purchased Assets, other than the Birds Eye Mexico Shares, the
assumption of the Assumed Liabilities and the other transactions
contemplated by this Agreement (the "Closing") will take place at
the Northfieid, Illinois offices of KGF, at 9:00 a.m. local time
on December 27, 1993 or at such other place or on such other date
as is mutually agreeable to the parties; and provided, however,
that if on the date on which Closing is scheduled any of the

                                      - 91 -
   92
conditions to Closing set forth in this Agreement have not been
satisfied or waived by the party entitled to the benefit of such
condition, the Closing will take place on the third business day
after all conditions have been satisfied or waived.  The date and
time of the Closing are herein referred to as the "Closing Date".
If the Closing shall occur on any day in 1993, then the purchase
and sale of the Birds Eye Mexico Shares (the "Mexican Closing")
shall take place at 1:00 a.m. Chicago time on January 1, 1994,
but if the Closing shall occur on any day in 1994, then the
Mexican Closing shall take place on the same day as the Closing
(the day on which the Mexican Closing occurs is referred to as
the "Mexican Closing Date").

     6.   Sections 1.05(e), (f) and (g) are hereby amended to
read as follows:

           (e)  Buyer, Seller, KGF and the Escrow Agent (as
defined in the Escrow Agreement) shall enter into a mutually
acceptable Escrow Agreement.

           (f)  Buyer shall deliver the Initial Purchase Price to
Seller, by wire transfer or equivalent means, in immediately
available funds in the United States as Seller shall have
directed to Buyer.

           (g)  Buyer, Seller and KGF shall execute and deliver a
cross receipt acknowledging receipt from the appropriate other
parties of the respective deliveries.

     7.    Sections 2.01((h)(v) and (h)(vi) are hereby amended to
read as follows:

           (v)  Certificates representing all of the Birds Eye
Mexico Shares duly endorsed for transfer to Buyer, delivered to
Buyer, or delivered into escrow, as appropriate;


                                      - 92 -
   93
          (vi) A resignation from each director of Birds Eye
 Mexico (other than Mr. G. Rabago) delivered to Buyer, or
 delivered into escrow, as appropriate;

     B.   Section 3.04 is an addition to the Agreement and reads
 as follows:

          SECTION 3.04   ADDITIONAL COVENANTS OF SELLER AND KGF.
 During the period between the Closing and the  Mexican  Closing,  if
 any, Seller and KGF will cause Birds Eye Mexico to  be  operated  in
 the ordinary course of business for the account of Buyer.

     9.   The first paragraph of Section 4.18 is hereby amended
 to read as follows:

          SECTION 4.18.  INTELLECTUAL PROPERTY.  Schedule 4.18
 contains (i) a complete and accurate list of all patents,
 trademarks and trademark rights currently used  in  connection  with
 the Business (whether or not included in the Purchased Assets),
 identifying those which are included in the Purchased Assets,
 (ii) a complete and accurate list and description  of  all  licenses
 and other agreements relating to any of the foregoing, and (iii)
 summary descriptions of agreements between the Business and
 Unilever with respect to the Birds Eye trademark (complete and
 accurate copies of which have been delivered to Buyer prior to
 the execution of this Agreement).  Seller or KGF is, in the
 United States, Canada and Mexico, the sole and  exclusive  owner  of
 the federally registered trademarks listed on  Schedule  4.18,  free
 and clear of any rights of other persons, and has the sole and
 exclusive right to use the same in the conduct of the Business.
 There is no written agreement or understanding, written or oral,
 including, without limitation, that certain letter agreement
 dated September 14, 1960 from General Foods Corporation,
 predecessor in interest to KGF, to  Unilever  Limited  ("Unilever"),
 that in any way grants Unilever or any affiliate of Unilever or
 any successor in interest to Unilever or to any such affiliate

                                      - 93 -
   94
 any right to or interest in the Birds Eye trademark in the  United
 States, Canada or Mexico.  Except as set forth on Schedule 4.18,
 with respect to the foregoing items of intellectual property and
 the service marks, copyrights, formula and trade dress currently
 used in the Business:

     10.  Section 7.01 is hereby amended to read as follows:

          SECTION 7.01   SURVIVAL.  The representations,
 warranties, covenants and agreements set forth in this  Agreement,
 or in any writing delivered in connection with this Agreement,
 will survive the Closing Date and the consummation of the
 transactions contemplated hereby, notwithstanding any  examination
 made for or on behalf of Buyer or Seller; provided, however, that
 the representations and warranties of Seller and KGF contained in
 Article 4 (other than those in Section 4.21, which shall survive
 until the expiration of the respective statutes of limitation
 governing claims with respect thereto, and other than those in
 the third sentence of Section 4.18 which shall survive
 indefinitely, and other than those in Section 4.24 which shall
 survive until December 31, 1996) and the representations and
 warranties of Buyer contained in Article 5 shall survive only
 until December 31, 1994.  No claim for the recovery of
 indemnifiable damages based upon the inaccuracy of such
 representations and warranties may be asserted by a party after
 such representations and warranties shall be thus extinguished;
 provided, however, that claims first asserted in writing within
 the applicable period shall not thereafter be barred.

      11. Section 7.02(a) is hereby amended to read  as  follows:

           (a)  Seller and KGF agree to jointly and severally
 indemnify Buyer and its affiliates and hold them harmless against
 any loss, liability, claim, damage or expense (including, without
 limitation, costs of investigation and reasonable legal expenses
 and costs) which Buyer or any of its affiliates may suffer,

                                      - 94 -
   95
 sustain or become subject to, as the result of a breach of any
 representation, warranty, covenant, or agreement by Seller or  KGF
 contained in this Agreement or the other agreements contemplated
 hereby, or the failure of Seller or KGF to pay, discharge  or
 perform any of the Excluded Liabilities; provided, however, that
 neither Seller nor KGF will be liable for any such loss,
 liability, claim, damage, or expense arising out of a breach by
 Seller or KGF of any representation or warranty contained  in
 Article 4 (other than fraudulent acts or omissions and other  than
 claims for breach of the representations and warranties  contained
 in the third sentence of Section 4.18) unless the aggregate
 amount of all such losses, claims, damages, liabilities,  and
 expenses resulting to Buyer from all such breaches or  claims
 exceeds an amount equal to $2,000,000.00 (the "Allowance"), in
 which case Seller and KGF will only be liable for such amounts  in
 excess of the amount of the Allowance; and provided further,  that
 in no event shall Seller's or KGF's liabilities arising out of a
 breach by Seller or KGF (i) of any representations or warranties
 contained in Article 4 (other than claims for breach of the
 representations and warranties contained in the third sentence  of
 Section 4.18) exceed one-half of the Purchase Price, or (ii) of
 the representations and'warranties contained in the third
 sentence of Section 4.18 exceed the Purchase Price.

     12. Section 7.09 is hereby amended to  read  as  follows:

          SECTION 7.09    BULK TRANSFER AND SALES RECEIPTS AND USE
 TAX LAWS.  Buyer hereby waives compliance by Seller and KGF with
 the provisions of any so-called bulk transfer laws of any
 jurisdiction in connection with the sale of the Purchased  Assets.
 Notwithstanding anything to the contrary in Section 7.02, Seller
 and KGF agree to indemnify Buyer against all liability, damage  or
 expense which Buyer may suffer (i) due to the failure  to  so
 comply with any so-called bulk transfer laws or to provide  notice
 required by any such law, or (ii) due to the failure of Seller,
 KGF or Buyer to satisfy the provisions of the New York Tax Laws

                                      - 95 -
   96
relating to any sales, receipts or use taxes arising out of the
transactions contemplated by this Agreement.

     13.  Section 7.16 is hereby amended to read as follows:

          SECTION 7.16   REPAYMENT OF INTER-COMPANY  LOAN.  No
later than three business days prior to Closing, Seller  shall
deliver to Buyer a statement setting forth the amount of the
inter-company loan from Kraft General Foods de Mexico, S.A. de
C.V. ("KGFM"), including interest through January 2, 1994 (the
"Loan Amount").  The Loan Amount will be the same amount as (i)
the amount that will be set forth with respect to such
indebtedness on the Estimated Net Assets Statement, plus  (ii)
interest from December 25 through January 2, 1994.  On the
Mexican Closing Date (or the first business day thereafter),
Buyer will repay on behalf of Birds Eye Mexico, to KGF, for the
account of KGFM, the Loan Amount, plus any additional interest,
if any, for any period between January 2, 1994 and the Mexican
Closing Date.

     14.  Section 7.18-(b) is hereby amended to read as follows:

          (b)  Seller agrees to remediate the environmental
matters set forth on Schedule 4.24(2)(c) and 4.24(3)(d) in a
manner reasonably acceptable to Buyer.  Specifically, with
respect to the Number 6 fuel oil tank in Fulton, New York and the
underground storage tanks in Waseca, Minnesota which are referred
to in such Schedule references, Seller agrees to remove such
tanks, remediate any environmental problems caused by the
presence of such tanks and to pay to Buyer a cash allowance equal
to the cost of replacing such tanks with tanks of comparable
volume which meet current regulatory requirements for the
contents stored therein, as agreed to by the parties and based on
estimates of the costs for such replacements from reliable
contractors.  Buyer agrees to use all reasonable commercial
efforts to insure that the removals, remediations and payments

                                      - 96 -
   97
are made no later than August 31, 1994.  Furthermore,  the  parties
agree that Seller will promptly pay to Buyer upon presentation  of
reasonable documentation, one-half of the actual cost incurred  by
Buyer to third party contractors for the disposal and  replacement
of the Substation 1 transformer referred to in that certain  Phase
I Environmental Site Assessment for the Fulton, New  York  facility
dated December, 1993 prepared by Metcalf & Eddy, Inc., which
contains a residual presence of PCBs with a transformer of
comparable capacity which meets current regulatory requirements.

     15.  A new Section 8.17 is added to the Agreement which
reads in its entirety as follows:

          SECTION 8.17   AGREEMENT CONCERNING THE UNITED
REFRIGERATED SERVICES, INC.  MASTER AGREEMENT.

          (a)  At Closing, Seller agrees to deliver to United
Refrigerated Services, Inc. ("United") a letter notifying United
that it has sold the Fulton production facility and is  exercising
its option to purchase the Warehouse and the Parcel as those
terms are defined in that certain Master Agreement dated as of
November 5, 1987 by and between United and Seller, as successor
in interest to General Foods Manufacturing Corporation (the
"Master Agreement"), all in accordance with the terms and
conditions of the Master Agreement and that certain letter
agreement dated as of December 23, 1993 from Seller and Buyer to
United.

          (b)  Prior to the closing of the purchase and sale of
the Warehouse and the Parcel, Seller agrees to assign its right
to purchase the Warehouse and the Parcel to Buyer, and Buyer
agrees to assume and perform in all respects in a timely manner,
Seller's obligation to purchase the Warehouse and the Parcel.

          (c) From and after the Closing, Seller will  keep  Buyer
fully informed about all aspects of the purchase and sale of the

                                      - 97 - 
   98
Warehouse and the Parcel and shall use all reasonable commercial
efforts to carry out any reasonable instructions and directions
of Buyer with respect to such purchase and sale.

          (d)  Buyer agrees to indemnify KGF and Seller from and
against any and all costs, expenses or liabilities, including,
without limitation, the payment of the purchase price for the
purchase and sale of the Warehouse and the Parcel and including
attorney fees, in the event that Buyer fails for any reason to
satisfy any of its obligations to purchase the Warehouse and the
Parcel at the closing of such purchase and sale.

     16.  The first paragraph of Schedule 4.01 is hereby amended
to read as follows:

          Birds Eye Mexico is incorporated under the federal laws
of Mexico under Public Instrument No. 44,017, dated July 14,
1967, certified by Mr. Enrique del Valle, Notary Public No. 21 of
Mexico City, recorded with the Public Registry of Commerce of
Celaya, Gto., as per entry numbers 241 and 242, Vol.  XXVIII,
prior approval of the Foreign Relations Department granted as per
number 12,503, file 315,041.

     17. Except as expressly amended hereby, the  Agreement shall
continue in full force and effect in accordance with the
provisions thereof and effect on the date hereof.

     18.  The substantive law (and not the law of conflicts) of
the State of Illinois shall govern all questions concerning the
construction, validity and interpretation of this Amendment
Number 1 and the performance of the obligations imposed hereby.

     19.  This Amendment Number 1 may be executed in one or more
counterparts (including by means of faxed signature pages) any
one of which need not contain the signatures of more than one

                                      - 98 -
   99
party, but all such counterparts taken together shall constitute
one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto cause this Amendment
Number 1 to be duly executed by the  respective  authorized
officers as of the date and year first above written.

                                    KRAFT GENERAL FOODS, INC.

                                    By:   WILLIAM J. EICHAR
                                        ------------------------
                                    Name:  William J.  Eichar
                                    Title:  Vice President

                                    THE ALL AMERICAN GOURMET
                                    COMPANY


                                    By:   JOHN E. KELLY
                                        ------------------------
                                    Name:  John E. Kelly
                                    Title:  Vice President


                                    DEAN FOODS COMPANY


                                    By:   TIMOTHY J. BONDY
                                        ------------------------
                                    Name:  Timothy J. Bondy
                                    Title:  Vice  President





                                      - 99 -