EXHIBIT 2.13

                               ASSIGNMENT


                  WHEREAS, DONNA MARIE RICHARD, an individual, residing in
Louisiana, during the course of his employment or involvement with the business
known as "Richards", may have acquired intellectual property rights including
but not limited to patents, trademarks, service marks, copyrights, trade dress,
trade secrets, or design rights; and

                  WHEREAS, RICHARDS CAJUN FOODS CORP., a Delaware corporation,
having its principal offices at 650 Dundee Road, Suite 370, Northbrook, Illinois
60062, is desirous of acquiring said intellectual property rights.

                  NOW THEREFORE, in consideration of the sum of TEN DOLLARS
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, DONNA MARIE RICHARD, hereby irrevocably and
formally sells, grants, conveys and assigns to RICHARDS CAJUN FOODS CORP. all of
his respective right, title, and interest in and to any and all intellectual
property rights, including but not limited to patents, trademarks, service
marks, copyrights, design rights, trade dress and trade secrets acquired or
developed by him during the course of his employment or involvement with
Richards, including, but not limited to, those intellectual property rights
identified on Schedule A, attached hereto.

                  DONNA MARIE RICHARD shall cooperate with RICHARDS CAJUN FOODS
CORP. after execution of this Assignment in further identifying any rights
transferred herein, and in effecting and perfecting the transfer to RICHARDS
CAJUN FOODS CORP. of any and all intangible personal property related to the
business of Richards as referred to in this Assignment.

                  DONNA MARIE RICHARD hereby fully covenants and agrees with
RICHARDS CAJUN FOODS CORP. that he will not execute any writing or do any acts
whatsoever conflicting with the aforesaid grant and assignment, and that he will
execute and deliver such additional assignments, documents or instruments as
RICHARDS CAJUN FOODS CORP. may reasonably request in order to perfect or
evidence the aforesaid grant and assignment.

                  Signed at Church Point, Louisiana, as of the 1st day of
August, 1996.


                               ------------------------------------------------
                               Donna Marie Richard




STATE OF LOUISIANA         )
                           ) SS
PARISH OF ACADIA           )

                  I, __________________________, a Notary Public in and for said
Parish, in the State aforesaid, DO HEREBY CERTIFY that Donna Marie Richard, the
same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledged that she signed and delivered the
said instrument as her own free and voluntary act for the uses and purposes
therein set forth.

                  GIVEN under my hand and notarial seal this 1st day of August,
1996.



                                  ---------------------------------------------
                                  Notary Public

My Commission Expires:


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ACCEPTED BY

RICHARDS CAJUN FOODS CORP.


By ----------------------------
    Merrick M. Elfman, Chairman



STATE OF ILLINOIS        )
                         ) SS
COUNTY OF COOK           )


                  I, M. Renee Forsyth, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that Merrick M. Elfman, Chairman of
RICHARDS CAJUN FOODS CORP., the same person whose name is subscribed to the
foregoing instrument, as such Chairman, appeared before me this day in person,
and acknowledged that he signed and delivered the said instrument as his own
free and voluntary act and as the act of said Corporation for the uses and
purposes therein set forth.

                  GIVEN under my hand and notarial seal this 1st day of August,
1996.



                                  ---------------------------------------------
                                  Notary Public

My Commission Expires:
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