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<SEC-DOCUMENT>0000088948-03-000007.txt : 20030610
<SEC-HEADER>0000088948-03-000007.hdr.sgml : 20030610
<ACCEPTANCE-DATETIME>20030610165529
ACCESSION NUMBER:		0000088948-03-000007
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20030610
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030610

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SENECA FOODS CORP /NY/
		CENTRAL INDEX KEY:			0000088948
		STANDARD INDUSTRIAL CLASSIFICATION:	CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033]
		IRS NUMBER:				160733425
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01989
		FILM NUMBER:		03739401

	BUSINESS ADDRESS:	
		STREET 1:		3736 SOUTH MAIN STREET
		CITY:			MARION
		STATE:			NY
		ZIP:			14534
		BUSINESS PHONE:		315 926 8100

	MAIL ADDRESS:	
		STREET 1:		3736 SOUTH MAIN STREET
		CITY:			MARION
		STATE:			NY
		ZIP:			14505

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PIERCE S S COMPANY INC
		DATE OF NAME CHANGE:	19861210

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA FOODS CORP
		DATE OF NAME CHANGE:	19780425

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA GRAPE JUICE CORP
		DATE OF NAME CHANGE:	19710419
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a8k603.txt
<DESCRIPTION>CPF SALE 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    Form 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported) June 10, 2003
                                 (May 27, 2003)

                            Seneca Foods Corporation
             (Exact name of registrant as specified in its charter)

            New York                        0-1989              16-0733425
         (State or other jurisdiction of (Commission        (I. R. S. Employer
         incorporation or organization) File Number)        Identification No.)

                 3736 South Main Street, Marion, New York 14505
               (Address of principal executive offices) (Zip Code)


         Registrant's telephone number, including area code 315/926-8100


                                 Not Applicable
               Former name, former address and former fiscal year,
                          if changed since last report

<page>
                                    Form 8-K

                            Seneca Foods Corporation

Item 2. Acquisition or Disposition of Assets

On May 27, 2003,  the  Registrant  completed its  acquisition  of the membership
interest in Chiquita Processed Foods, L.L.C. from Chiquita Brands International,
Inc. The purchase  price totaled  $126.1  million plus the assumption of certain
liabilities.  This acquisition was financed with cash,  proceeds from a new $200
million  revolving  credit  facility,  and  $16.1  million  of the  Registrant's
Participating  Convertible  Preferred Stock. In June, the Registrant  expects to
refinance up to $42.5 million of  outstanding  debt under the  revolving  credit
facility with new term debt from an insurance company. The Registrant expects to
sell  several of the  Chiquita  Processed  Foods  plants and  related  assets to
Lakeside Foods,  Inc. by the end of July. The sale to Lakeside Foods is expected
to generate  approximately  $48 million in cash proceeds,  which will be used to
pay down debt. The  refinancing  of  outstanding  debt and the sale of assets to
Lakeside Foods are still subject to the negotiation of definitive documentation.
Therefore, there can be no assurance that either transaction will be completed.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (a) Financial Statements.  The financial statements required to be included
in this  current  report  on Form 8-K  shall be  filed by  amendment  as soon as
practicable,  but in any event not later  than 60 days  after the date that this
current report on Form 8-K is filed.

     (b) Pro Forma Financial  Information.  The pro forma financial  information
required  to be included  in this  current  report on Form 8-K shall be filed by
amendment as soon as practicable,  but in any event not later than 60 days after
the date that this current report on Form 8-K is filed.

(c)      Exhibits.

         Exhibit Number             Description

     2(a)  Purchase  Agreement by and among Seneca Foods  Corporation,  Chiquita
Brands  International,  Inc. and Friday  Holdings,  L.L.C.  dated as of March 6,
2003.

     2(b) Amendment No. 1 to the Purchase Agreement, dated as of March 27, 2003.

     3 Certificate of Amendment of the  Certificate of  Incorporation  of Seneca
Foods Corporation.

     4 Registration Rights Agreement between Seneca Foods Corporation and Friday
Holdings, L.L.C. dated as of May 27, 2003.

<page>
                              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.

                                                   Seneca Foods Corporation
                                                          (Registrant)

                                                   /s/Kraig H. Kayser
                                                   --------------------------
June 10, 2003                                         Kraig H. Kayser
                                                      President and
                                                      Chief Executive Officer





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex48k603.txt
<DESCRIPTION>REGISTRATION RIGHTS
<TEXT>
                                    Exhibit 4







                          REGISTRATION RIGHTS AGREEMENT


                                     between


                            Seneca Foods Corporation


                                       and


                             Friday Holdings, L.L.C.





                            Dated as of May 27, 2003






<PAGE>

<TABLE>

                               TABLE OF CONTENTS
<CAPTION>

                                                                                                               Page
<S>      <C>                                                                                                   <C>

1.
         Background...............................................................................................1

2.       Registration Under Securities Act, etc...................................................................1
         2.1      Registration on Request.........................................................................1
         2.2      Incidental Registration.........................................................................3
         2.3      Registration Procedures.........................................................................5
         2.4      Underwritten Offerings..........................................................................8
         2.5      Preparation; Reasonable Investigation...........................................................9
         2.6      Limitations, Conditions and Qualifications to Obligations
                  under Registration Covenants....................................................................9
         2.7      Indemnification.................................................................................9

3.
         Definitions.............................................................................................12

4.       Rule 144................................................................................................15

5.       Amendments and Waivers..................................................................................15

6.       Nominees for Beneficial Owners..........................................................................15

7.       Notices.................................................................................................16

8.       Assignment..............................................................................................16

9.       Calculation of Percentage Interests in Registrable Securities...........................................16

10.      No Inconsistent Agreements..............................................................................16

11.      Remedies................................................................................................17

12.      Severability............................................................................................17

13.      Entire Agreement........................................................................................17

14.      Headings................................................................................................17

15.      Governing Law...........................................................................................17

16.      Counterparts............................................................................................17

17.      Termination.............................................................................................17

</TABLE>

<PAGE>


         REGISTRATION RIGHTS AGREEMENT, dated as of May 27, 2003 between Seneca
Foods Corporation, a New York corporation (the "Company"), and Friday Holdings,
L.L.C., a Delaware limited liability company ("Friday").

         The parties hereby agree as follows:

                         1.Background. The Company and Friday are among the
                  parties to the Purchase Agreement dated as of March 6, 2003
                  (the "Purchase Agreement"), pursuant to which Friday is
                  receiving on the date hereof 967,742 shares of Convertible
                  Preferred Stock Series 2003 of the Company (the "Shares").

                         2.Registration Under Securities Act, etc.

         2.1      Registration on Request.

                           (a)......Request. At any time after January 1, 2004,
upon the written request of one or more holders (the
"Initiating Holders") of Registrable Securities holding at least 25% of the
Registrable Securities (assuming the conversion of the Shares into Class A
Common Stock) that the Company effect the registration under the Securities Act
of all or part of such Initiating Holders' Registrable Securities, the Company
promptly will give written notice of such requested registration to all
registered holders of Registrable Securities, and thereupon the Company will use
its best efforts to effect, at the earliest possible date, the registration
under the Securities Act, of

                                    (i) the Registrable Securities which the
Company has been so requested to register by such
Initiating Holders, and

                                    (ii) all other Registrable Securities which
the Company has been requested to register by the
holders thereof (such holders together with the Initiating Holders hereinafter
are referred to as the "Selling Holders") by written request given to the
Company within 30 days after the giving of such written notice by the Company,
all to the extent necessary to permit the disposition of the Registrable
Securities so to be registered.

                           (b)......Registration of Other Securities. Whenever
the Company shall effect a registration pursuant to
this Section 2.1, no securities other than Registrable Securities shall be
included among the securities covered by such registration unless the Selling
Holders of not less than 66-2/3% of all Registrable Securities (assuming the
conversion of the Shares into Class A Common Stock) to be covered by such
registration shall have consented in writing to the inclusion of such other
securities.

                           (c)......Registration Statement Form. Registrations
under this Section 2.1 shall be on such appropriate
registration form of the Commission as shall be reasonably selected by the
Company; provided that, upon the request of the Selling Holders, the Company
shall effect such registration pursuant to Rule 415 under the Securities Act.

                           (d)......Effective Registration Statement. A
registration requested pursuant to this Section 2.1 shall not
be deemed to have been effected (i) unless a registration statement with respect
thereto has become effective and remained effective in compliance with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement until such time as
all of such Registrable Securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof set forth in
such registration statement (unless the failure to so dispose of such
Registrable Securities shall be caused solely by reason of a failure on the part
of the Selling Holders); provided, that such period, except with respect to a
registration pursuant to Rule 415 under the Act, need not exceed 135 days, (ii)
if, after it has become effective, such registration is interfered with by any
stop order, injunction or other order or requirement of the Commission or other
governmental agency or court for any reason not attributable solely to the
Selling Holders, or (iii) if the conditions to closing specified in the
underwriting agreement, if any, entered into in connection with such
registration are not satisfied or waived, other than solely by reason of a
failure on the part of the Selling Holders.

                           (e)......Selection of Underwriters. The underwriter
or underwriters of each underwritten offering of the
Registrable Securities so to be registered shall be selected by the Selling
Holders of more than 50% of the Registrable Securities (assuming the conversion
of the Shares into Class A Common Stock) to be included in such registration and
shall be reasonably acceptable to the Company.

                           (f)......Priority in Requested Registration. If the
managing underwriter of any underwritten offering shall
advise the Company (and the Company shall so advise each Selling Holder of
Registrable Securities requesting registration of such advice) that, in its
opinion, the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering within a price range
acceptable to the Selling Holders of 66-2/3% of the Registrable Securities
(assuming the conversion of the Shares into Class A Common Stock) requested to
be included in such registration, the Company, except as provided in the
following sentence, will include in such registration, to the extent of the
number and type which the Company is so advised can be sold in such offering,
first, Registrable Securities requested to be included in such registration, pro
rata (based on the number of Registrable Securities held by each of the Selling
Holders) among the Selling Holders requesting such registration, second, all
securities proposed to be sold by the Company for its own account, and third,
any Third Party Securities requested to be included in such registration.
Notwithstanding the foregoing, if the total number of Registrable Securities
requested to be included in any registration cannot be included, holders of
Registrable Securities requesting registration thereof pursuant to Section 2.1,
representing not less than 50% of the Registrable Securities (assuming the
conversion of the Shares into Class Common Stock) with respect to which
registration has been requested, shall have the right to withdraw the request
for registration of all such Registrable Securities by giving written notice to
the Company within 20 days after receipt of the notice from the managing
underwriter described above by the Company and, in the event of such withdrawal,
such request for all Registrable Securities shall not be counted for purposes of
the requests for registration to which holders of Registrable Securities are
entitled pursuant to Section 2.1 hereof.

                           (g)......Limitations on Registration Requests.
Notwithstanding anything in this Section 2.1 to the
contrary, in no event will the Company be required to (i) effect more than two
(2) registrations under this Section 2.1, (ii) effect a registration pursuant to
this Section 2.1 within the six-month period occurring immediately subsequent to
the effectiveness (within the meaning of Section 2.1(d)) of a registration
statement filed pursuant to this Section 2.1, unless a majority of the
Disinterested Directors determines that effecting a second registration within
the six-month period would not have a material adverse effect on the market
price of the Common Stock, (iii) effect a registration with respect to any class
of Registrable Securities pursuant to Section 2.1 covering less than forty
percent (40%) of the Registrable Securities (assuming the conversion of the
Shares into Class A Common Stock), or (iv) all Registrable Securities can be
sold without restriction (including any restriction on volume or as to manner of
sale) pursuant to Rule 144 under the Securities Act.

                           (h)......Expenses. The Selling Holders will pay all
Registration Expenses in connection with any
registrations requested pursuant to this Section 2.1, allocated pro rata (based
on the number and type of Registrable Securities of each of the Selling Holders
included in the registration under this Section 2.1) and all other fees and
expenses, if any, incident to the Company's performance of or compliance with
Section 2.1 incurred by the Company (other than compensation of its employees
and other overhead costs); provided, however, that if a registration is
withdrawn under Section 2.6, then the Company will pay all expenses related to
such registration incident to its performance of or compliance with Section 2.1
(including all Registration Expenses); and provided further, that if a
registration under Section 2.1 includes any securities other than the
Registrable Securities, the Company will pay all expenses related to such
registration incident to its performance of or compliance with this Section 2.1
(including all Registration Expenses other than Fee Expenses) and the Selling
Holders will pay all Fee Expenses allocated pro rata (based on the number and
type of Registrable Securities of each of the Selling Holders included in the
registration under this Section 2.1).

         2.2      Incidental Registration.

                           (a)......Right to Include Registrable Securities. If
the Company at any time proposes to register any of
its Common Stock or any other class of Registrable Securities or other
securities convertible into or exchangeable for shares of its Common Stock or
any other class of Registrable Securities under the Securities Act by
registration on any form other than Forms S-4 or S-8 (or any successor forms),
whether or not for sale for its own account, it will each such time give prompt
written notice to all registered holders of Registrable Securities of its
intention to do so and of such holders* rights under this Section 2.2. Upon the
written request of any such holder (a "Requesting Holder") made as promptly as
practicable and in any event within 30 days after the receipt of any such notice
from the Company (which request shall specify the Registrable Securities
intended to he disposed of by such Requesting Holder), the Company shall use its
best efforts to effect the registration under the Securities Act of all
Registrable Securities which the Company has been so requested to register by
the Requesting Holders thereof; provided, that prior to the effective date of
the registration statement filed in connection with such registration,
immediately upon notification to the Company from the managing underwriter of
the price at which such securities are to be sold, if such price is below the
price which any Requesting Holder shall have indicated to be acceptable to such
Requesting Holder, the Company shall so advise such Requesting Holder of such
price, and such Requesting Holder shall then have the right to withdraw its
request to have its Registrable Securities included in such registration
statement; provided, further, however, that if, at any time after giving written
notice of its intention to register any securities and prior to the effective
date of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register or to delay
registration of such securities, the Company may, at its election, give written
notice of such determination to each Requesting Holder of Registrable Securities
and (x) in the case of a determination not to register, shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration, without prejudice, however, to the rights of any holder or holders
of Registrable Securities entitled to do so to cause such registration to be
effected as a registration under Section 2.1, and (y) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities, for the same period as the delay in registering such
other securities. No registration effected under this Section 2.2 shall relieve
the Company of its obligation to effect any registration upon request under
Section 2.1.

                           (b)......Priority in Incidental Registrations. If the
managing underwriter of any underwritten offering
shall inform the Company by letter of its opinion that the number or type of
Registrable Securities and Third Party Securities requested to be included in
such registration would materially adversely affect such offering, and the
Company has so advised the Requesting Holders in writing, then the Company will
include in such registration, to the extent of the number and type which the
Company is so advised can be sold in (or during the time of) such offering,
first, all securities proposed by the Company to be sold for its own account,
second, such Registrable Securities requested to be included in such
registration pursuant to this Agreement, pro rata (based on the number of
Registrable Securities requested to be included therein by each Selling Holder)
among such Selling Holders and third, any Third Party Securities.

                           (c)......Expenses. The Company will pay all fees and
expenses incident to its performance of or compliance
with this Section 2.2 (other than Fee Expenses) and the Requesting Holders will
pay all Fee Expenses, allocated pro rata (based on the number and type of
Registrable Securities of each of the Requesting Holders included in the
registration under this Section 2.2); provided, however, that if any Registrable
Securities are withdrawn from a registration pursuant to Section 2.2(a) or (b),
then the Company shall pay all Fee Expenses related to such Registrable
Securities.

                           (d)......Pillsbury and Marks Registration.
Notwithstanding anything contained herein to the contrary, (i)
Friday shall have no rights to participate in any registration of the Company*s
securities occurring at the request of The Pillsbury Company or its successor in
interest, General Mills Operations, Inc. ("Pillsbury") pursuant to the terms of
the Purchase and Registration Rights Agreement, dated as of March 15, 1996, as
amended, between the Company and Pillsbury or at the request of any of the
parties to the Registration Rights Agreement dated as of June 22, 1998 among the
Company, Carl Marks Strategic Investments, L.P. and several of its affiliates
pursuant to the terms of such Agreement (collectively "Marks), and (ii) Friday's
rights under this Section 2.1 shall in all respects be subordinate to the rights
of Pillsbury and Marks under the agreements referred to in the previous clause
except as Marks, the Company and the Holders may otherwise agree.

         2.3 Registration Procedures. If and whenever the Company is required to
use its best efforts to effect the registration of any Registrable Securities
under the Securities Act as provided in Sections 2.1 and 2.2, the Company will,
as expeditiously as possible:

                           (i)......prepare and (as promptly as practicable, but
in any event within 60 days after the request for
registration is given to the Company) file with the Commission the requisite
registration statement to effect such registration and thereafter use its best
efforts to cause such registration statement to become effective; provided,
however, that the Company may discontinue any registration of its securities
which are not Registrable Securities (and, under the circumstances specified in
Section 2.2(b), Registrable Securities) at any time prior to the effective date
of the registration statement relating thereto;

                           (ii).....prepare and file with the Commission such
amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to
keep such registration statement effective in accordance with Section 2.1(d)(i)
hereof and to comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities covered by such registration
statement until such time as all of such Registrable Securities have been
disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof set forth in such registration statement; provided, that
except with respect to any such registration statement filed pursuant to Rule
415 under the Securities Act, such period need not exceed 135 days, and, for any
registration statement filed pursuant to such Rule 415, such period shall not
exceed two years.;

                           (iii)....furnish to each seller of Registrable
Securities covered by such registration statement, such
number of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus contained in such registration statement
(including each preliminary prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 under the Securities Act, in conformity with the
requirements of the Securities Act, and such other documents, as such seller may
reasonably request;

                           (iv).....use commercially reasonable efforts (x) to
register or qualify all Registrable Securities and
other securities covered by such registration statement under such other
securities or blue sky laws of such States of the United States of America where
an exemption is not available and as the sellers of Registrable Securities
covered by such registration statement shall reasonably request, (y) to keep
such registration or qualification in effect for so long as such registration
statement remains in effect and (z) to take any other action which may be
reasonably necessary or advisable to enable such sellers to consummate the
disposition in such jurisdictions of the securities to be sold by such sellers,
except that the Company shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction wherein it
would not but for the requirements of this subdivision (iv) be obligated to be
so qualified or to consent to general service of process in any such
jurisdiction;

                           (v)......use commercially reasonable efforts to cause
 all Registrable Securities covered by such
registration statement to be registered with or approved by such other federal
or state governmental agencies or authorities as may be necessary in the
reasonable opinion of counsel to the Company and counsel to the seller or
sellers of Registrable Securities to enable the seller or sellers thereof to
consummate the disposition of such Registrable Securities;

                           (vi).....furnish at the effective date of such
registration statement to each seller of Registrable
Securities, and each such seller*s underwriters, if any, a signed counterpart
of:

                                    (x) an opinion of counsel for the Company,
                                    dated the effective date of such
                                    registration statement and, if applicable,
                                    the date of the closing under the
                                    underwriting agreement, and

                                    (y) a "comfort" letter signed by the
                                    independent public accountants who have
                                    certified the Company's financial statements
                                    included or incorporated by reference in
                                    such registration statement,

covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of the
accountants* comfort letter, with respect to events subsequent to the date of
such financial statements, as are customarily covered in opinions of issuer's
counsel and in accountants' comfort letters delivered to the underwriters in
underwritten public offerings of securities and, in the case of the accountants'
comfort letter, such other financial matters, and, in the case of the legal
opinion, such other legal matters, as the underwriters may reasonably request;

                           (vii)....notify each seller of Registrable Securities
covered by such registration statement at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the happening of any event as a
result of which, the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, in the light of the circumstances under which they were
made, and at the request of any such seller promptly prepare and furnish to it a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the Seller of
such Registrable Securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they were made;

                           (viii)...otherwise use commercially reasonable
efforts to comply with all applicable rules and regulations
of the Commission and, if requested by any underwriter for the Holders, make
available to its security holders, as soon as reasonably practicable (but not
more than 18 months after the effective date of such registration statement), an
earnings statement covering the period of at least 12 months beginning with the
first full calendar month after the effective date of such registration
statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and Rule 158 promulgated thereunder;

                           (ix).....provide and cause to be maintained a
transfer agent and registrar (which, in each case, may be the
Company) for all Registrable Securities covered by such registration statement
from and after a date not later than the effective date of such registration;

                           (x)......use commercially reasonable efforts to cause
all Registrable Securities covered by such
registration statement either (a) to be listed on any national securities
exchange on which Registrable Securities of the same class covered by such
registration statement are then listed or (b) to be approved for quotation on
the NASDAQ National Market or any other over the counter market on Registrable
Securities of the same class covered by any such registration statement are then
quoted, and, if no such Registrable Securities are so listed or quoted, either
(x) on any national securities exchange on which the Common Stock is then listed
or (y) approved for quotation on the NASDAQ National Market or any other over
the counter market on which the Common Stock is then quoted.

                           (xi).....cooperate and assist in any filings required
to be made with the NASD and in the performance of
any due diligence investigation by any underwriter (including any "qualified
independent underwriter") that is required to be retained in accordance with the
rules and regulations of the NASD.



                                         The Company may require each seller of
      Registrable  Securities  as to which any  registration
      is being effected to furnish the Company (i) such information regarding
      such seller and the distribution of such securities as the Company may
      from time to time reasonably request in writing and (ii) if requested by
      the Company, an executed custody agreement and power of attorney in form
      and substance reasonably satisfactory to the Company with respect to the
      Registrable Securities to be registered pursuant to this Agreement.


                           .........Each holder of Registrable Securities agrees
 by acquisition of such Registrable Securities that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in subdivision (vii) of this Section 2.3, such holder will
forthwith discontinue such holder*s disposition of Registrable Securities
pursuant to the registration statement relating to such Registrable Securities
until such holder's receipt of the copies of the supplemented or amended
prospectus contemplated by subdivision (vii) of this Section 2.3 and, if so
directed by the Company, will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies, then in such holder's possession
of the prospectus relating to such Registrable Securities current at the time of
receipt of such notice.

                           .........If a registration statement filed pursuant
to Section 2.1(c) hereof is subject to Rule 415 under
the Securities Act, the Company shall use its best efforts to keep the
registration statement continuously effective until the earlier to occur of (i)
the time at which the Holders no longer own, beneficially or otherwise, any
Registrable Securities or (ii) the second anniversary of the effective date of
the registration statement (the "Registration Period"). The Company shall amend
the registration statement if and as required by the rules, regulations or
instructions applicable to the registration form used by the Company for the
registration statement or by the Securities Act or any rules or regulations
promulgated thereunder.

         2.4      Underwritten Offerings.

                           (a)......Requested Underwritten Offerings. If
requested by the underwriters for any underwritten offering
by holders of Registrable Securities pursuant to a registration requested under
Section 2.1, the Company will enter into an underwriting agreement with such
underwriters for such offering, such agreement to be in customary form and
reasonably satisfactory in substance and form to each such holder, the
underwriters and the Company. The holders of the Registrable Securities proposed
to be sold by such underwriters will reasonably cooperate with the Company in
the negotiation of the underwriting agreement. No holder of Registrable
Securities shall be required to make any representations or warranties to or
agreements with the Company other than representations, warranties or agreements
regarding such holder, such holder's Registrable Securities and such holder's
intended method of distribution or any other representations required by
applicable law.

                           (b)......Incidental Underwritten Offerings. If the
Company proposes to register any of its securities under
the Securities Act as contemplated by Section 2.2 and such securities are to be
distributed by or through one or more underwriters, the Company will, if
requested by any Requesting Holder of Registrable Securities, use its best
efforts to arrange for such underwriters to include all the Registrable
Securities to be offered and sold by such Requesting Holder among the securities
of the Company to be distributed by such underwriters, subject to the provisions
of Section 2.2(b). Any such Requesting Holder of Registrable Securities shall
not be required to make any representations or warranties to or agreements with
the Company or the underwriters other than representations, warranties or
agreements regarding such Requesting Holder, such Requesting Holder's
Registrable Securities and such Requesting Holders s intended method of
distribution or any other representations required by applicable law.

         2.5 Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give the holders of Registrable
Securities to be registered under such registration statement, their
underwriters, if any, and their respective counsel the opportunity to
participate in the preparation of such registration statement, each prospectus
included therein or filed with the Commission, and each amendment thereof or
supplement thereto, and will give each of them such reasonable access to its
books and records and such opportunities to discuss the business of the Company
with its officers and the independent public accountants who have certified its
financial statements as shall be necessary, in the opinion of such holders' and
such underwriters' respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act.

         2.6 Limitations, Conditions and Qualifications to Obligations under
Registration Covenants. The Company shall be entitled to postpone for a
reasonable period of time (but not exceeding 90 days) the filing of any
registration statement otherwise required to be prepared and filed by it
pursuant to Section 2.1 if the Company determines, in its reasonable judgment,
that such registration and offering would interfere with any financing,
acquisition, corporate reorganization or other material transaction involving
the Company and promptly gives the holders of Registrable Securities requesting
registration thereof pursuant to Section 2.1 written notice of such
determination, containing a general statement of the reasons for such
postponement and an approximation of the anticipated delay. If the Company shall
so postpone the filing of a registration statement, holders of Registrable
Securities requesting registration thereof pursuant to Section 2.1, representing
not less than 50% of the Registrable Securities (assuming the conversion of the
Shares into Class A Common Stock) with respect to which registration has been
requested, shall have the right to withdraw the request for registration by
giving written notice to the Company within 30 days after receipt of the notice
of postponement and, in the event of such withdrawal, such request shall not be
counted for purposes of the requests for registration to which holders of
Registrable Securities are entitled pursuant to Section 2.1 hereof.

         2.7      Indemnification.

                           (a)......Indemnification by the Company. The Company
will, and hereby does, indemnify and hold harmless, in
the case of any registration statement filed pursuant to Section 2.1 or 2.2,
each seller of any Registrable Securities covered by such registration statement
and each other Person who participates as an underwriter in the offering or sale
of such securities and each other Person, if any, who controls such seller or
any such underwriter within the meaning of the Securities Act or the Exchange
Act, and their respective directors, officers, partners, agents and affiliates,
against any losses, claims, damages or liabilities, joint or several, to which
such seller or underwriter or any such director, officer, partner, agent,
affiliate or controlling person may become subject under the Securities Act or
otherwise, including, without limitation, the reasonable fees and expenses of
legal counsel, insofar as such losses, claims, damages or liabilities (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Company will reimburse such seller or
underwriter and each such director, officer, partner, agent, affiliate and
controlling Person for any reasonable legal or any other expenses incurred by
them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided, however, that the Company shall not
be liable in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such seller or underwriter, as the case may be,
specifically stating that it is for use in the preparation thereof; provided,
further, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or expense arises out of or is
based upon an untrue statement or alleged untrue statement of any material fact
contained in any such registration statement, preliminary prospectus, final
prospectus or summary prospectus contained therein or any omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances in which they were made not
misleading in a prospectus or prospectus supplement, if such untrue statement or
omission is completely corrected in an amendment or supplement to such
prospectus or prospectus supplement, the seller of the Registrable Securities
has an obligation under the Securities Act to deliver a prospectus or prospectus
supplement in connection with such sale of Registrable Securities and the seller
of Registrable Securities thereafter fails to deliver such prospectus or
prospectus supplement as so amended or supplemented prior to or concurrently
with the sale of Registrable Securities to the person asserting such loss,
claim, damage or liability after the Company has furnished such seller with a
sufficient number of copies of the same. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such
seller or underwriter or any such director, officer, partner, agent, affiliate
or controlling person and shall survive the transfer of such securities by such
seller or underwriter.

                  (b) Indemnification by the Sellers. As a condition to
including any Registrable Securities in any registration statement, the Company
shall have received an undertaking reasonably satisfactory to it from the
prospective seller of such Registrable Securities, to indemnify and hold
harmless (in the same manner and to the same extent as set forth in Section
2.7(a)) the Company, and each director of the Company, each officer of the
Company and each other Person, if any, who participates as an underwriter in the
offering or sale of such securities and each other Person who controls the
Company or any such underwriter within the meaning of the Securities Act or the
Exchange Act, with respect to any statement or alleged statement in or omission
or alleged omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such seller specifically stating
that it is for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement; provided, however, that the liability of such indemnifying party
under this Section 2.7(b) shall be limited to the amount of proceeds received by
such indemnifying party in the offering giving rise to such liability. Such
indemnity shall remain in full force and effect, regardless of any investigation
made by or on behalf of the Company or any such director, officer or controlling
person and shall survive the transfer of such securities by such seller.

                  (c) Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in Section 2.7(a) or (b), such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party,
give written notice to the latter of the commencement of such action; provided,
however, that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under the
preceding subdivisions of this Section 2.7, except to the extent that the
indemnifying party is actually and materially prejudiced by such failure to give
notice. In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it may wish, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that any indemnified
party may, at its own expense, retain separate counsel to participate in such
defense. Notwithstanding the foregoing, in any action or proceeding in which
both the Company and an indemnified party is, or is reasonably likely to become,
a party, such indemnified party shall have the right to employ separate counsel
at the Company's expense and to control its own defense of such action or
proceeding if, in the opinion of counsel to such indemnified party, (a) there
are or may be legal defenses available to such indemnified party or to other
indemnified parties that are different from or additional to those available to
the Company or (b) any conflict or potential conflict exists between the Company
and such indemnified party that would make such separate representation
advisable; provided, however, that in no event shall the Company be required to
pay fees and expenses under this Section 2.7 for more than one firm of attorneys
representing the indemnified parties (together, if appropriate, with one firm of
local counsel per jurisdiction) in any one legal action or group of related
legal actions. No indemnifying party shall be liable for any settlement of any
action or proceeding effected without its written consent, which consent shall
not be unreasonably withheld. Notwithstanding the foregoing sentence, if at any
time an indemnified party shall have requested the indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by this Section 2.7, the indemnifying party agrees that it shall be liable for
any settlement of any proceeding effected without the indemnifying party's
written consent if (i) such settlement is entered into more than thirty (30)
days after receipt by the indemnifying party of the aforesaid request, and (ii)
the indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the consent of the indemnified party, which
consent shall not be unreasonably withheld, consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to such claim or litigation or which
requires action other than the payment of money by the indemnifying party.

                  (d) Contribution. If the indemnification provided for in this
Section 2.7 shall for any reason be held by a court to be unavailable to an
indemnified party under Section 2.7(a) or (b) hereof in respect of any loss,
claim, damage or liability, or any action in respect thereof, then, in lieu of
the amount paid or payable under Section 2.7(a) or (b), the indemnified party
and the indemnifying party under Section 2.7(a) or (b) shall contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating the same), (i) in
such proportion as is appropriate to reflect the relative fault of the Company
and the sellers or prospective sellers of Registrable Securities covered by the
registration statement which resulted in such loss, claim, damage or liability,
or action or proceeding in respect thereof, with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or action or
proceeding in respect thereof, as well as any other relevant equitable
considerations or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as shall be appropriate to
reflect the relative benefits received by the Company and such sellers or
prospective sellers from the offering of the securities covered by such
registration statement, provided, that for purposes of this Section 2.7(d), the
amounts required to be contributed by the sellers or prospective sellers of
Registrable Securities shall not exceed the amount of proceeds received by such
sellers or prospective sellers. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. Such sellers or prospective sellers' obligations to
contribute as provided in this Section 2.7(d) are several in proportion to the
relative value of their respective Registrable Securities covered by such
registration statement and not joint.

                  (e) Indemnification Payments. The indemnification and
contribution required by this Section 2.7 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills are received or expense, loss, damage or liability is incurred.

         3. Definitions. As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:

         "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Exchange Act.

         "Commission" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

         "Class A Common Stock" means the Company's Class A common stock, par
value $0.25 per share.

         "Common Stock" shall mean and include: (i) the Class A common stock,
par value $.25 per share, of the Company, (ii) the Class B common stock, par
value $.25 per share, of the Company, and (iii) each other class of capital
stock of the Company that does not have a preference over any other class of
capital stock of the Company as to dividends or upon liquidation, dissolution or
winding up of the Company and, in each case, shall include any other class of
capital stock of the Company into which such stock is reclassified or
reconstituted.

         "Disinterested Director" means, with respect to any transaction or
series of related transactions, a member of the board of directors of the
Company who does not have any material direct or indirect financial interest in
or with respect to such transaction or series of related transactions.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any superseding Federal statute, and the rules and regulations promulgated
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Securities Exchange Act of 1934, as amended, shall
include a reference to the comparable section, if any, of any such superseding
Federal statute.

         "Fee Expenses" means, with respect to any Registrable Securities
included in a registration, all registration and filing fees with the
Commission, all filing fees of the New York Stock Exchange, Inc., other national
securities exchanges or the National Association of Securities Dealers, Inc.,
and all filing fees to comply with securities or blue sky laws which relate
solely to such Registrable Securities.

         "Initiating Holder" is defined in Section 2.1.

         "NASD" means National Association of Securities Dealers, Inc.

         "Person" means any individual, firm, corporation, partnership, limited
liability company or partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind and shall include any
successor (by merger or otherwise) of such entity.

         "Pillsbury" is defined in Section 2.2(d).

         "Purchase Agreement" is defined in Section 1.

         "Registrable Securities" means (i) any Shares, (ii) any shares of
Common Stock issued upon conversion of the Shares, (iii) any other shares of
Common Stock or Voting Securities beneficially owned by Friday or any of its
Affiliates (whether owned on the date hereof or hereafter acquired) and (iv) any
securities of the Company issued or issuable with respect to any of the
securities described in clauses (i), (ii) or (iii) by way of a dividend or stock
split or in connection with a combination of shares, recapitalization,
reclassification, merger, consolidation, reconstitution or other reorganization
or otherwise. As to any particular Registrable Securities, once issued, such
securities shall cease to be Registrable Securities when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (b) they shall have been sold
as permitted by Rule 144 (or any successor provision) under the Securities Act,
(c) they shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of them shall not require
registration of such distribution under the Securities Act or (d) they shall
have ceased to be outstanding. All references to percentages of Registrable
Securities shall be calculated pursuant to Section 9.

         "Registration Expenses" means with respect to any registration under
Section 2, all Fee Expenses with respect to Registrable Securities included in
such registration, all reasonable printing, messenger and delivery expenses
incurred in such registration, the reasonable fees and disbursements of counsel
for the Company and of its independent public accountants incurred in such
registration, including the reasonable expenses of "comfort" letters required by
or incident to such performance and compliance, any reasonable fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities (excluding any underwriting discounts or commissions with respect to
the Registrable Securities) and the reasonable fees and expenses of one counsel
to the Selling Holders incurred in such registration (selected by Selling
Holders representing at least 50% of the Registrable Securities covered by such
registration)

         "Requesting Holder" is defined in Section 2.2.

         "Securities Act" means the Securities Act of 1933, as amended, or any
superseding Federal statute, and the rules and regulations promulgated
thereunder, all as the same shall be in effect at the time. References to a
particular section of the Securities Act of 1933, as amended, shall include a
reference to the comparable section, if any, of any such superseding Federal
statute.

         "Selling Holder" is defined in Section 2.1.

         "Shares" is defined in Section 1.

         "Third Party Securities" means any securities included in a
registration statement requested under Section 2.1 or 2.2, other than (i)
Registrable Securities, and (ii) securities to be sold by the Company for its
own account.

         "Voting Securities" means any securities of the Company entitled to
vote generally in the election of directors, or securities convertible into or
exercisable or exchangeable for such securities.

         4. Rule 144. The Company shall take all actions reasonably necessary to
enable holders of Registrable Securities to sell such securities without
registration under the Securities Act within the limitation of the provisions of
(a) Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or (b) any similar rules or regulations hereafter adopted by the
Commission. Upon the request of any holder of Registrable Securities, the
Company will deliver to such holder a written statement as to whether it has
complied with such requirements.

         5. Amendments and Waivers. This Agreement may be amended with the
consent of the Company and the Company may take any action herein prohibited, or
omit to perform any act herein required to be performed by it, only if the
Company shall have obtained the written consent to such amendment, action or
omission to act, of the holder or holders of at least 66-2/3% of the Registrable
Securities affected by such amendment, action or omission to act. Each holder of
any Registrable Securities at the time or thereafter outstanding shall be bound
by any consent authorized by this Section 5, whether or not such Registrable
Securities shall have been marked to indicate such consent. If the Securities
Act is amended or new regulations are adopted thereunder, to permit company
registration such that the Company would not be able to grant the holders of
Registrable Securities the right to register and resell their Registrable
Securities in the manner contemplated under this Agreement on the date of its
execution, then the parties hereto agree to negotiate in good faith to amend
this Agreement to grant such holders of Registrable Securities substantially
equivalent rights to those that were provided on the date of this Agreement.

                         6.Nominees for Beneficial Owners. In the event that any
                  Registrable Securities are held by a nominee for the
                  beneficial owner thereof, the beneficial owner thereof may, at
                  its election in writing delivered to the Company, be treated
                  as the holder of such Registrable Securities for purposes of
                  any request or other action by any holder or holders of
                  Registrable Securities pursuant to this Agreement or any
                  determination of any number or percentage of shares of
                  Registrable Securities held by any holder or holders of
                  Registrable Securities contemplated by this Agreement. If the
                  beneficial owner of any Registrable Securities so elects, the
                  Company may require assurances reasonably satisfactory to it
                  of such owner's beneficial ownership of such Registrable
                  Securities.

                         7.Notices. All notices, demands and other
                  communications provided for or permitted hereunder shall be
                  made in writing and shall be by registered or certified
                  first--class mail, return receipt requested, telecopier,
                  courier service or personal delivery:

                  (a) if to Friday, addressed to it in the manner set forth in
the Purchase Agreement, or at such other address as it shall have furnished to
the Company in writing in the manner set forth herein;

                  (b) if to any other holder of Registrable Securities, at the
address that such holder shall have furnished to the Company in writing in the
manner set forth herein, or, until any such other holder so furnishes to the
Company an address, then to and at the address of the last holder of such
Registrable Securities who has furnished an address to the Company; or

                  (c) if to the Company, addressed to it in the manner set forth
in the Purchase Agreement, or at such other address as the Company shall have
furnished to each holder of Registrable Securities at the time outstanding in
the manner set forth herein.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; when delivered
by a courier, if delivered by overnight courier service; three business days
after being deposited in the mail, postage prepaid, if mailed; and when receipt
is acknowledged, if telecopied.

                         8.Assignment. This Agreement shall be binding upon and
                  inure to the benefit of and be enforceable by the parties
                  hereto and, with respect to the Company, its respective
                  successors and permitted assigns and, with respect to Friday,
                  any subsequent holder of any Registrable Securities, subject
                  to the provisions respecting the minimum amount of Registrable
                  Securities required in order to be entitled to certain rights,
                  or take certain actions, contained herein.

                         9.Calculation of Percentage Interests in Registrable
                  Securities. For purposes of this Agreement, all references to
                  a percentage of the Registrable Securities shall be calculated
                  based upon the number of Registrable Securities outstanding at
                  the time such calculation is made. If there is more than one
                  class of Registrable Securities, then each reference to a
                  percentage of the Registrable Securities shall mean a
                  percentage of each class of the Registrable Securities.


                  10..........................................................No
                  Inconsistent Agreements. The Company will not hereafter enter
                  into any agreement with respect to its securities which is
                  inconsistent with the rights granted to the holders of
                  Registrable Securities in this Agreement. Without limiting the
                  generality of the foregoing, the Company will not hereafter
                  enter into any agreement with respect to its securities which
                  grants, or modify any existing agreement with respect to its
                  securities to grant, to the holder of its securities in
                  connection with an incidental registration of such securities
                  equal or higher priority to the rights granted to Friday under
                  Section 2.


                  11...................................................Remedies.
                  Each holder of Registrable Securities, in addition to being
                  entitled to exercise all rights granted by law, including
                  recovery of damages, will be entitled to specific performance
                  of its rights under this Agreement without being required to
                  post bond. The Company agrees that monetary damages would not
                  be adequate compensation for any loss incurred by reason of a
                  breach by it of the provisions of this Agreement and hereby
                  agrees to waive the defense in any action for specific
                  performance that a remedy at law would be adequate.


                  12...............................................Severability.
                  In the event that any one or more of the provisions contained
                  herein, or the application thereof in any circumstances, is
                  held invalid, illegal or unenforceable in any respect for any
                  reason, the validity, legality and enforceability of any such
                  provision in every other respect and of the remaining
                  provisions contained herein shall not be in any way impaired
                  thereby, it being intended that all of the rights and
                  privileges of Friday shall be enforceable to the fullest
                  extent permitted by law.


                  13.....................................................Entire
                  Agreement. This Agreement, together with the Purchase
                  Agreement (including the exhibits and schedules thereto), is
                  intended by the parties as a final expression of their
                  agreement and intended to be a complete and exclusive
                  statement of the agreement and understanding of the parties
                  hereto in respect of the subject matter contained herein and
                  therein. There are no restrictions, promises, warranties or
                  undertakings, other than those set forth or referred to herein
                  and therein. This Agreement and the Purchase Agreement
                  (including the exhibits and schedules thereto) supersede all
                  prior agreements and understandings between the parties with
                  respect to such subject matter.


                  14..................................................Headings.
                  The headings in this Agreement are for convenience of
                  reference only and shall not limit or otherwise affect the
                  meaning hereof.

                         15..................Governing Law.  This Agreement has
                  been negotiated, executed and delivered in the State of New
                  York and shall be governed by and construed in accordance with
                  the laws of the State of New York, without regard to
                  principles of conflicts of law.


                  16...............................................Counterparts.
                  This Agreement may be executed in any number of counterparts
                  and by the parties hereto in separate counterparts, each of
                  which when so executed shall be deemed an original and all of
                  which taken together shall constitute one and the same
                  instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective representatives hereunto duly
authorized as of the date first above written.

                                           SENECA FOODS CORPORATION

                                   By:   /s/Kraig H. Kayser
                                         --------------------------------
                                   Name:    Kraig H. Kayser
                                   Title:     President


                                           FRIDAY HOLDINGS, L.L.C.


                                   By:    /s/Robert W. Olson
                                          --------------------------------
                                   Name:     Robert W. Olson
                                   Title:      Vice President and Secretary



689860.3




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>ex38k0603.txt
<DESCRIPTION>ARTICLES OF INCORPORATION
<TEXT>
                                    Exhibit 3

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            SENECA FOODS CORPORATION

                             -----------------------
                            Under Section 805 of the
                        Business Corporation Law........

         We, the undersigned, being the President and Secretary of SENECA FOODS
CORPORATION, do hereby certify as follows:

         FIRST: The name of the Corporation is SENECA FOODS CORPORATION. The
name under which the Corporation was formed is SENECA GRAPE JUICE CORPORATION.

         SECOND: The certificate of incorporation of the Corporation was filed
by the Department of State on August 17, 1949.

         THIRD: The certificate of incorporation of the Corporation is hereby
amended to authorize a fourth series of Class A Preferred Stock to be designated
Convertible Preferred Stock, Series 2003.

                  To accomplish this, the following new Article 4(d)(G) hereby
is added to the certificate of incorporation:

                  "(G) Fourth Series of Class A Preferred Stock. The fourth
series of 967,742 shares of Class A Preferred Stock shall be designated
Convertible Preferred Stock Series 2003 (hereinafter "Series 2003 Preferred
Stock"), and shall have the following rights, preferences and limitations:

     (i) Stated Value.  The stated value for each share of Series 2003 Preferred
Stock shall be $15.50 (the "Stated Value").

     (ii)  Dividends and  Distributions.  At any time after the Issue Date,  the
holders  of each share of Series  2003  Preferred  Stock  shall be  entitled  to
receive,  when  and as  declared  by the  Board of  Directors,  but out of funds
legally  available  therefor,  a dividend or distribution in cash,  evidences of
indebtedness of the Corporation or another issuer,  options,  warrants or rights
to acquire securities or other property (including,  without limitation,  rights
issued pursuant to a shareholder  rights plan,  "poison pill" or similar plan or
arrangement  and  options  or rights  granted  to each  holder of Class A Common
Stock),  securities of the Corporation or another issuer  (excluding  securities
for which adjustment is made under paragraph (vi)(d)(1) or paragraph (vi)(d)(2))
or  other  property  or  assets,   including,   without  limitation,   any  such
distribution  made in  connection  with a  consolidation  or merger in which the
Corporation is the resulting or surviving corporation), at a rate per share (and
in the type of  property)  equal to the amount of any  dividend or  distribution
(and in the  same  type of  property)  as that  declared  or made on any  shares
(including,  without  limitation,  Class A Common Stock) into which one share of
Series 2003 Preferred Stock may be converted pursuant to paragraph (vi) below on
the  record  date for such  dividend  or  distribution.  Any  such  dividend  or
distribution  shall be paid to the  holders of shares of Series  2003  Preferred
Stock at the same time such dividend or  distribution  is made to the holders of
the  shares  of Class A Common  Stock.  No  dividend  or  distribution  shall be
declared or made on any shares of Class A Common  Stock  unless any  dividend or
distribution  required to be  declared or made under the first  sentence of this
paragraph  is  previously  or  simultaneously  declared or made.  Dividends  and
distributions  shall be  cumulative  from and after the date of issuance of such
shares of Series 2003  Preferred  Stock,  but any arrearage in payment shall not
pay interest.

(iii) Voting Rights.

     (a) Except as otherwise  required by law or as set forth in paragraph  (b),
the  holders of shares of Series 2003  Preferred  Stock shall not be entitled or
permitted  to vote on any matter  required or  permitted to be voted upon by the
shareholders of the Corporation.

     (b) Unless the consent or approval of a greater number of shares shall then
be required by law, the affirmative  vote of the holders of at least 66-2/3 % of
the outstanding  shares of Series 2003 Preferred Stock,  voting  separately as a
single  class,  in person  or by  proxy,  at a  special  or  annual  meeting  of
shareholders  called for the purpose,  shall be necessary to (i)  authorize  the
issuance after the Issue Date of any class of capital stock that will rank as to
payment of dividends or rights on liquidation,  dissolution or winding up of the
Corporation senior to the Series 2003 Preferred Stock, (ii) authorize,  adopt or
approve an amendment to the certificate of incorporation  that would increase or
decrease  the par value or stated  value of the shares of Series 2003  Preferred
Stock, or (iii) amend, alter or repeal the certificate of incorporation so as to
affect the shares of Series 2003  Preferred  Stock  adversely or (iv) effect the
voluntary liquidation,  dissolution or winding up of the Corporation;  provided,
however,  that no separate  vote of the holders of Series 2003  Preferred  Stock
shall be required  to effect any of the  transactions  described  in clause (iv)
above  unless such  transaction  would either  require a class vote  pursuant to
clause (i), (ii) or (iii) above or would require a vote by any  shareholders  of
the Corporation.

     (iv)  Redemption.  The shares of Series 2003  Preferred  Stock shall not be
redeemed or subject to redemption,  whether at the option of the  Corporation or
any holder thereof, or otherwise.

     (v) Acquired  Shares.  Any shares of Series 2003 Preferred Stock converted,
exchanged,  redeemed,  purchased or otherwise acquired by the Corporation or any
of its  subsidiaries  in any manner  whatsoever  shall be retired  and  canceled
promptly after the acquisition thereof. All such shares of Series 2003 Preferred
Stock shall upon their  cancellation  become  authorized but unissued  shares of
Class A Preferred Stock and, upon the filing of an appropriate  certificate with
the  Department  of State of the State of New York,  may be  reissued as part of
another  series  of  Class  A  Preferred  Stock  subject  to the  conditions  or
restrictions on issuance set forth herein,  but in any event may not be reissued
as shares of Series 2003 Preferred Stock unless all of the shares of Series 2003
Preferred  Stock issued on the Issue Date shall have  already been  converted or
exchanged.

(vi) Conversion.

     (a) Any holder of Series 2003 Preferred  Stock shall have the right, as its
option,  at any time (but subject to the  provisions  of  paragraph  (vi)(b)) to
convert,  subject to the terms and provisions of this paragraph (vi), any or all
of such holder's shares of Series 2003 Preferred Stock into such number of fully
paid and nonassessable shares of Class A Common Stock as is equal to the product
of the  number of  shares of Series  2003  Preferred  Stock  being so  converted
multiplied  by the  quotient  of (i)  the  Stated  Value  divided  by  (ii)  the
conversion  price of $15.50 per share,  subject to  adjustment  as  provided  in
paragraph  (vi)(d)  (the  "Conversion  Price"),  then in  effect.  Upon  initial
issuance  of  the  Series  2003  Preferred  Stock,  without  the  effect  of any
adjustment required under paragraph (vi)(d), the foregoing procedure will result
in the issuance of one share of class A Common Stock on conversion of each share
of Series 2003 Preferred Stock.  Such conversion right shall be exercised by the
surrender  of the shares of Series 2003  Preferred  Stock to be converted to the
Corporation at any time during usual  business  hours at its principal  place of
business to be maintained by it,  accompanied  by written notice that the holder
elects to convert such shares and specifying the name or names (with  addresses)
in which a certificate or certificates for shares of Class A Common Stock are to
be issued and (if so required by the  Corporation)  by a written  instrument  or
instruments of transfer in form reasonably  satisfactory to the Corporation duly
executed by the holder or its duly authorized legal  representative and transfer
tax stamps or funds therefor,  if required  pursuant to paragraph  (vi)(k).  All
shares of Series  2003  Preferred  Stock  surrendered  for  conversion  shall be
delivered to the Corporation for  cancellation  and canceled by it and no shares
shall be issued in lieu thereof except as permitted by paragraph (v) above.

     (b) As promptly as practicable after the surrender,  as herein provided, of
any shares of Series 2003 Preferred  Stock for conversion  pursuant to paragraph
(vi)(a),  the  Corporation  shall  deliver to or upon the  written  order of the
holder of the shares so surrendered a certificate or  certificates  representing
the  number of fully  paid  non-assessable  shares of Class A Common  Stock into
which  such  shares  may be or  have  been  converted  in  accordance  with  the
provisions of this paragraph (vi).  Subject to the following  provisions of this
paragraph and of paragraph (vi)(d), such conversion shall be deemed to have been
made  immediately  prior to the close of  business  on the date that such shares
shall have been surrendered in satisfactory form for conversion,  and the Person
or  Persons  entitled  to  receive  the Class A Common  Stock  deliverable  upon
conversion of such shares shall be treated for all purposes as having become the
record holder or holders of such Class A Common Stock at such time.

     (c) To the extent  permitted by law,  when shares of Series 2003  Preferred
Stock are converted,  all unpaid dividends (whether or not currently payable) on
the Series 2003 Preferred Stock so converted to the date of conversion  shall be
immediately  due and payable and must accompany the shares of the Class A Common
Stock issued upon such conversion.

     (d) The Conversion Price shall be subject to adjustment as follows:

     (1) In case the Corporation  shall at any time or from time to time (A) pay
a dividend or make a distribution  on the  outstanding  shares of Class A Common
Stock in Class A Common Stock, (B) sub-divide the outstanding  shares of Class A
Common Stock into a larger number of shares,  (C) combine the outstanding shares
of Class A Common Stock into a smaller  number of shares or (D) issue any shares
of its capital stock in a  reclassification  of the Class A Common Stock,  then,
and in each such case, the Conversion Price in effect  immediately prior to such
event shall be adjusted (and any other appropriate actions shall be taken by the
Corporation)  so that the  holder of any share of Series  2003  Preferred  Stock
thereafter surrendered for conversion shall be entitled to receive the number of
shares of Class A Common Stock or other  capital stock of the  Corporation  that
such holder  would have owned or would have been  entitled to receive upon or by
reason of any of the  events  described  above,  had such  share of Series  2003
Preferred  Stock been  converted  immediately  prior to the  occurrence  of such
event.  An adjustment  made pursuant to this paragraph  (vi)(d)(1)  shall become
effective retroactively (A) in the case of any such dividend or distribution, to
the opening of business on the day  immediately  following the close of business
on the record  date for the  determination  of  holders of Class A Common  Stock
entitled to receive such dividend or distribution or (B) in the case of any such
subdivision,  combination or  reclassification,  to the close of business on the
day upon which such corporate action becomes effective.

     (2) In case the Corporation shall at any time or from time to time issue or
sell  shares  of Class A Common  Stock or Class B Common  Stock  (or  securities
convertible  into or exchangeable  for shares of Class A Common Stock or Class B
Common  Stock),  or any options,  warrants or other rights to acquire  shares of
Class A Common Stock or Class B Common Stock (other than (x) options  granted to
any  employee  or director of the  Corporation  pursuant to a stock  option plan
approved by the shareholders of the Corporation, (y) options, warrants or rights
granted to each holder of Class A Common Stock or (z) rights issued  pursuant to
a shareholder  right plans,  "poison pill" or similar  arrangement that complies
with  paragraph  (vi)(j))  for a  consideration  per share less than the Current
Market  Price  at the  record  date or  issuance  date,  as the case may be (the
"Date"),  referred to in the following sentence (treating the price per share of
any security  convertible or  exchangeable  or  exercisable  into Class A Common
Stock  and/or Class B Common Stock as equal to (A) the sum of the price for such
security  convertible,  exchangeable  or  exercisable  into Class A Common Stock
and/or Class B Common Stock plus any additional  consideration  payable (without
regard  to any  anti-dilution  adjustments)  upon the  conversion,  exchange  or
exercise of such  security into Class A Common Stock and/or Class B Common Stock
divided  by (B) the  number  of shares of Class A Common  Stock  and/or  Class B
Common Stock initially underlying such convertible,  exchangeable or exercisable
security),  other  than  issuances  or sales  for  which an  adjustment  is made
pursuant to another paragraph of this paragraph (vi)(d), then, and in each case,
the Conversion Price then in effect shall be adjusted by dividing the Conversion
Price in effect on the day  immediately  prior to the Date by a fraction (x) the
numerator  of which  shall be the sum of the numbers of shares of Class A Common
Stock and Class B Common Stock  outstanding  immediately  prior to the Date plus
the number of additional shares of Class A Common Stock and Class B Common Stock
issued or to be issued (or the  maximum  number into which such  convertible  or
exchangeable  securities  initially  may  convert or  exchange or for which such
options,  warrants  or  other  right  initially  may be  exercised)  and (y) the
denominator  of which shall be the sum of the number of shares of Class A Common
Stock and Class B Common Stock  outstanding  immediately  prior to the Date plus
the number of shares of Class A Common  Stock and Class B Common  Stock that the
aggregate  consideration  (if any of such aggregate  consideration is other than
cash, as valued by the Board of Directors  including a majority of the directors
who are not officers or employees of the Corporation or any of its subsidiaries,
which  determination  shall be  conclusive  and described in a resolution of the
Board of Directors)  for the total number of such  additional  shares of Class A
Common  Stock  and/or  Class B  Common  Stock so  issued  (or  into  which  such
convertible  or  exchangeable  securities may convert or exchange for which such
options,  warrants or other rights may be exercised plus the aggregate amount of
any additional  consideration  initially  payable upon  conversion,  exchange or
exercise of such  security)  would  purchase at the Current  Market Price.  Such
adjustment shall be made whenever such shares, securities,  options, warrants or
other rights are issued,  and shall  become  effective  retroactively  to a date
immediately  following  the close of  business  (i) in the case of  issuance  to
shareholders  of  the  Corporation,   as  such,  on  the  record  date  for  the
determination  of  shareholders  entitled to receive  such  shares,  securities,
options,  warrants or other rights and (ii) in all other cases, on the date (the
"Issuance Date") of such issuance;  provided, however, that the determination as
to whether an  adjustment  is  required to be made  pursuant  to this  paragraph
(vi)(d)(2)  shall  only  be made  upon  the  issuance  of  such  shares  or such
convertible or exchangeable securities,  options,  warrants or other rights, and
not  upon  the  issuance  of  the  security  into  which  such   convertible  or
exchangeable  security  converts or exchanges,  or the security  underlying such
options, warrants or other right.

     (3) In case the Corporation or any subsidiary thereof shall, at any time or
from time to time while any of the Series 2003 Preferred  Stock is  outstanding,
make a Pro Rata  Repurchase,  the Conversion Price shall be adjusted by dividing
the Conversion  Price in effect  immediately  prior to such action by a fraction
(which in no event shall be less than one),  the numerator of which shall be the
product of (i) the  number of shares of Class A Common  Stock and Class B Common
Stock outstanding  immediately  before such Pro Rata Repurchase minus the number
of shares of Class A Common Stock and Class B Common Stock  repurchased  in such
Pro Rata  Repurchase  and (ii) the Current  Modified  Market Price as of the day
immediately  preceding the first public  announcement  by the Corporation of the
intent to effect such Pro Rata Repurchase, and the denominator of which shall be
(i) the product of (x) the number of shares of Class A Common  Stock and Class B
Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the
Current  Modified  Market Price as of the day  immediately  preceding  the first
public  announcement  by the  Corporation  of the intent to effect such Pro Rata
Repurchase minus (ii) the aggregate purchase price of the Pro Rata Repurchase.

     (4) In case the Corporation at any time or from time to time shall take any
action affecting its Class A Common Stock, other than an action described in any
of paragraph (vi)(d)(1) through paragraph  (vi)(d)(3),  inclusive,  or paragraph
(vi)(g), then, the Conversion Price shall be adjusted in such manner and at such
time as the Board of Directors of the Corporation in good faith determines to be
equitable  in  the  circumstances  (such  determinations  to be  evidenced  in a
resolution,  a  certified  copy of which  shall be mailed to the  holders of the
Series 2003 Preferred Stock).

     (5) The Corporation  may make such  reductions in the Conversion  Price, in
addition to those  required by  subparagraphs  (1) through (4) of this paragraph
(vi)(d),  as the Board of Directors  considers to be advisable in order to avoid
or to  diminish  any income tax to holders of Class A Common  Stock or rights to
purchase  Class A Common Stock  resulting from any dividend or  distribution  of
stock (or rights to acquire  stock) or from any event treated as such for income
tax purposes.

     (6) Notwithstanding  anything herein to the contrary,  no adjustment of the
Conversion Price shall be required  pursuant to this paragraph (vi)(d) by reason
of the  initial  issuance  or sale of any of the  967,742  authorized  shares of
Series 2003 Preferred Stock.

     (7)  Notwithstanding  anything herein to the contrary,  no adjustment under
this  paragraph  (vi)(d)  need to be made to the  Conversion  Price  unless such
adjustment  would  require  an  increase  or  decrease  of at  least  1 % of the
Conversion Price then in effect.  Any lesser adjustment shall be carried forward
and  shall  be made  at the  time  of and  together  with  the  next  subsequent
adjustment,  which,  together  with any  adjustment  or  adjustments  so carried
forward,  shall  amount  to an  increase  or  decrease  of at  least 1 % of such
Conversion Price. Any adjustment to the Conversion Price carried forward and not
theretofore made shall be made immediately prior to the conversion of any shares
of Series 2003 Preferred Stock pursuant hereto; provided, however, that any such
adjustment  shall  in any  event  be made no  later  than  one  year  after  the
occurrence of the event giving rise to such adjustment.

     (e) Upon any increase or decrease in the  Conversion  Price,  then,  and in
each such case, the Corporation promptly shall deliver to each registered holder
of Series 2003 Preferred Stock at least ten Business Days prior to effecting any
of the foregoing  transactions a certificate,  signed by the President or a Vice
President and by the Treasurer or an Assistant  Treasurer or the Secretary or an
Assistant  Secretary of the Corporation,  setting forth in reasonable detail the
event  requiring  the  adjustment  and the method by which such  adjustment  was
calculated and specifying  the increased or decreased  Conversion  Price then in
effect following such adjustment.

     (f) No fractional shares or scrip  representing  fractional shares shall be
issued upon the conversion of any shares of Series 2003 Preferred Stock. If more
than one  share  of  Series  2003  Preferred  Stock  shall  be  surrendered  for
conversion at one time by the same holder,  the number of full shares of Class A
Common Stock issuable upon conversion  thereof shall be computed on the basis of
the  aggregate  Stated  Value of the shares of Series  2003  Preferred  Stock so
surrendered.  If the  conversion of any share or shares of Series 2003 Preferred
Stock results in a fraction,  an amount equal to such fraction multiplied by the
Current  Market Price of the Class A Common Stock on the Business Day  preceding
the day of conversion shall be paid to such holder in cash by the Corporation on
the  date  of  issuance  of the  certificates  representing  the  shares  by the
Corporation upon such conversion.

     (g) In case of any  capital  reorganization  or  reclassification  or other
change  of  outstanding  shares  of  Class  A  Common  Stock,  or in case of any
consolidation  or merger of the  Corporation  with or into another Person (other
than a  consolidation  or merger in which the  Corporation  is the  resulting or
surviving Person and which does not result in any  reclassification or change of
outstanding  Class A Common Stock),  or in case of any sale or other disposition
to another Person of all or  substantially  all of the assets of the Corporation
(any of the foregoing, a "Transaction"),  the Corporation,  or such successor or
purchasing  Person, as the case may be, shall execute and deliver to each holder
of Series 2003 Preferred Stock at least ten Business Days prior to effecting any
of the foregoing  Transactions  a  certificate  that the holder of each share of
Series 2003 Preferred Stock then  outstanding  shall have the right hereafter to
convert  such share of Series 2003  Preferred  Stock into the kind and amount of
shares of stock or other  securities (of such  Corporation or another issuer) or
property or cash receivable  upon such  Transaction by a holder of the number of
shares of Class A Common  Stock into which such share of Series  2003  Preferred
Stock could have been  converted  immediately  prior to such  transaction.  Such
certificate  shall provide for adjustments that shall be as nearly equivalent as
may be practicable to the  adjustments  provided for in this paragraph (vi). If,
in the  case of any such  Transaction,  the  stock,  other  securities,  cash or
property  receivable  thereupon  by a holder  of Class A Common  Stock  includes
shares of stock or other  securities  of a Person  other than the  successor  or
purchasing  Person  and  other  than  the  Corporation,  which  controls  or  is
controlled by the successor or purchasing  Person or which,  in connection  with
such Transaction, issues, stock securities, other property or cash to holders of
Class A Common  Stock,  then such  certificate  also shall be  executed  by such
Person, and such Person shall, in such certificate, specifically acknowledge the
obligations  of  such  successor  or  purchasing   Person  and  acknowledge  its
obligations  to issue such  stock,  securities,  other  property  or cash to the
holders of the Series  2003  Preferred  Stock upon  conversion  of the shares of
Series 2003 Preferred Stock as provided above.  The provisions of this paragraph
(vi) and any equivalent thereof in any such certificate similarly shall apply to
successive Transactions.

     (h) In case at any time or from time to time:

     (1) the  Corporation  shall  authorize  the  granting to the holders of its
Class A Common  Stock of rights or warrants  to  subscribe  for or purchase  any
shares of stock of any class or of any other rights or warrants;

     (2) there shall be any  reclassification of the Class A Common Stock (other
than a subdivision or combination of the outstanding  Class A Common Stock, or a
change in par value,  or from par value to no par value, or from no par value to
par value),  or any  consolidation or merger to which the Corporation is a party
and for which approval of any  shareholders of the  Corporation is required,  or
any sale or other  disposition of all or substantially  all of the assets of the
Corporation; or

     (3) the voluntary or involuntary dissolution,  liquidation or winding up of
the Corporation;

then the  Corporation  shall  mail to each  holder  of  shares  of  Series  2003
Preferred Stock at such holder's  address as it appears on the transfer books of
the  Corporation,  at least 20 days  prior to the  applicable  date  hereinafter
specified,  a notice  stating  (x) the date on which a record is to be taken for
the purpose of such rights or warrants  or, if a record is not to be taken,  the
date as of which the holders of Class A Common Stock of record to be entitled to
such   rights   are  to  be   determined,   or  (y)  the  date  on  which   such
reclassification,   consolidation,   merger,  sale,   conveyance,   dissolution,
liquidation  or winding up is  expected  to become  effective.  Such notice also
shall specify the date as of which it is expected that holders of Class A Common
Stock of record  shall be entitled to  exchange  their Class A Common  Stock for
shares of stock or other  securities or property or cash  deliverable  upon such
reclassification,   consolidation,   merger,  sale,   conveyance,   dissolution,
liquidation or winding up.

(i) The Corporation shall at all times reserve and keep available for issuance
upon the conversion of the Series 2003 Preferred Stock, such number of its
authorized but unissued shares of Class A Common Stock as will from time to time
be sufficient to permit the conversion of all outstanding shares of Series 2003
Preferred Stock.

(j) The Corporation shall not adopt a shareholder rights plan, "poison pill" or
similar arrangement unless such plan or arrangement shall provide that each
holder of a share of Series 2003 Preferred Stock shall be entitled to receive
thereunder rights for each share of Class A Common Stock that may be issued upon
conversion of such share of Series 2003 Preferred Stock in an amount equal to
the amount of rights issued with respect to each outstanding share of Class A
Common Stock pursuant to such plan.

(k) The issuance or delivery of certificates for Class A Common Stock upon the
conversion of shares of Series 2003 Preferred Stock shall be made without charge
to the converting holder of shares of Series 2003 Preferred Stock for such
certificates or for any tax in respect of the issuance or delivery of such
certificates or the securities represented thereby, and such certificates shall
be issued or delivered in the respective names of, or in such names as may be
directed by, the holders of the shares of Series 2003 Preferred Stock converted;
provided, however, that the Corporation shall not be required to pay any tax
that may be payable in respect of any transfer involved in the issuance and
delivery of any such certificate in a name other than that of the holder of the
shares of Series 2003 Preferred Stock converted, and the Corporation shall not
be required to issue or deliver such certificates unless or until the Person or
Persons requesting the issuance or delivery thereof shall have paid to the
Corporation the amount of such tax or shall have established to the reasonable
satisfaction of the Corporation that such tax has been paid.

(l) To the extent that pursuant to the terms of this paragraph (vi), the Series
2003 Preferred Stock is convertible into any securities or property other than
Class A Common Stock, then for purposes of this Article 4(d)(G), references to
Class A Common Stock shall be deemed appropriately amended to refer to such
other securities or property.

(vii) Definitions. As used in this Article 4(d)(G), the following terms shall
have the meanings indicated:

(a) An "Affiliate" of, or a person "affiliated" with a specified Person, means a
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified. The term "control" (including the terms "controlling," "controlled
by" and "under common control with") means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
a person, whether through the ownership of voting securities, by contract, or
otherwise.

(b) "Business Day" shall mean any day other than a Saturday, Sunday or other day
on which commercial banks in the City of New York are authorized or required by
law or executive order to close.

(c) "Current Market Price" per share shall mean, on any date specified herein
for the determination thereof, (A) the average daily Market Price of the Class A
Common Stock for those days during the period commencing not more than 30 days
before, and ending not later than such date, on which the national securities
exchanges were open for trading or the Class A Common Stock was quoted in the
over-the-counter market, and (B) if the Class A Common Stock is not then listed
or admitted to trading on any national securities exchange or quoted in the
over-the-counter market, the Market Price on such date.

(d) "Current Modified Market Price" per share shall mean, on any date specified
herein for the determination thereof, (A) the average daily Modified Market
Price of the Class A Common Stock for those days during the period commencing
not more than 30 days before, and ending not later than such date, on which the
national securities exchanges were open for trading or the Class A Common Stock
was quoted in the over-the-counter market, and (B) if the Class A Common Stock
is not then listed or admitted to trading on any national securities exchange or
quoted in the over-the-counter market, the Modified Market Price on such date.

(e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Securities and Exchange Commission
thereunder.

(f) "Fair Market Value" shall mean the amount which a willing buyer would pay a
willing seller in an arm's length transaction.

(g)  "Issue  Date"  shall  mean the first  date on which  shares of Series  2003
Preferred Stock are issued.

(h) "Market Price" shall mean, per share of Class A Common Stock, on any date
specified herein: (a) the closing price per share of the Class A Common Stock on
such date published in The Wall Street Journal or, if no such closing price on
such date is published in The Wall Street Journal, the closing bid price on such
date, as officially reported on the principal national. securities exchange on
which the Class A Common Stock is then listed or admitted to trading; or (b) if
the Class A Common Stock is not then listed or admitted to trading on any
national securities exchange but is designated as a national market system
security by the NASD, the last trading price of the Class A Common Stock on such
date; or (c) if there shall have been no trading on such date or if the Class A
Common Stock is not so designated, the reported closing bid price of the Class A
Common Stock, on such date as shown by the Nasdaq National Market or other
over-the-counter market and reported by any member firm of the New York Stock
Exchange selected by the Corporation; or (d) if none of (a), (b) or (c) is
applicable, a market price per share determined at the Corporation's expense by
a nationally recognized appraiser chosen by the holders of a majority of the
shares of Series 2003 Preferred Stock and approved by the Corporation, which
approval shall not be unreasonably withheld. If no such appraiser is chosen more
than 20 Business Days after notice of the necessity of such calculation shall
have been delivered by the Corporation to the holders of Series 2003 Preferred
Stock, then the appraiser shall be chosen by the Corporation.

(i) "Modified Market Price" shall mean, per share of Class A Common Stock, on
any date specified herein: (a) the closing price per share of the Class A Common
Stock on such date published in The Wall Street Journal or, if no such closing
price on such date is published in The Wall Street Journal, the closing asked
price on such date, as officially reported on the principal national securities
exchange on which the Class A Common Stock is then listed or admitted to
trading; or (b) if the Class A Common Stock is not then listed or admitted to
trading on any national securities exchange but is designated as a national
market system security by the NASD, the last trading price of the Class A Common
Stock on such date; or (c) if there shall have been no trading on such date or
if the Class A Common Stock is not so designated, the reported closing asked
price of the Class A Common Stock on such date as shown by the Nasdaq National
Market or other over-the-counter market and reported by any member firm of the
New York Stock Exchange selected by the Corporation; or (d) if none of (a), (b)
or (c) is applicable, a market price per share determined at the Corporation's
expense by a nationally recognized appraiser chosen by the holders of a majority
of the shares of Series 2003 Preferred Stock and approved by the Corporation,
which approval shall not be unreasonably withheld. If no such appraiser is
chosen more than 20 Business Days after notice of the necessity of such
calculation shall have been delivered by the Corporation to the holders of
Series 2003 Preferred Stock, then the appraiser shall be chosen by the
Corporation.

(j) "NASD" shall mean the National Association of Securities Dealers, Inc.

(k) "Person" shall mean any individual, firm, corporation, partnership, limited
liability company or partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or any agency or
political subdivision thereof) or other entity of any kind, and shall include
any successor (by merger or otherwise) of such entity.

(l) "Pro Rata Repurchase" shall mean any purchase of shares of Class A Common
Stock or Class B Common Stock by the Corporation or by any of its subsidiaries
whether for cash, shares of capital stock of the Corporation, other securities
of the Corporation, evidences of indebtedness of the Corporation or any other
Person or any other property (including, without limitation, shares of capital
stock, other securities or evidences of indebtedness of a subsidiary of the
Corporation), or any combination thereof, effected while any of the shares of
Series 2003 Preferred Stock are outstanding, which purchase is subject to
Section 13(e) of the Exchange Act or is made pursuant to an offer made available
to all holders of Class A Common Stock or Class B Common Stock.

         FOURTH: Article 7 of the certificate of incorporation is amended to
change the office of the Corporation and to change the address for service of
process. To accomplish this, Article 7 of the certificate of incorporation is
hereby amended to read in its entirety as follows:

                           7. The office of the Corporation shall be located in
                  the Town of Marion, County of Wayne, New York, and the address
                  to which the Secretary of State shall mail a copy of process
                  in any action or proceeding against the Corporation that may
                  be served upon the Secretary of State is 3736 South Main
                  Street, Marion, New York 14505.

     FIFTH: This amendment of the Corporation's Certificate of Incorporation was
authorized by the  unanimous  vote of the Directors at a meeting of the Board of
Directors.

         IN WITNESS WHEREOF, the undersigned have caused this Certificate of
Amendment to be executed this 27th day of May, 2003 and affirm that the
statements made herein are true under penalty of perjury.

                                            SENECA FOODS CORPORATION


                                            By:  /s/Kraig H. Kayser
                                                 ------------------------
                                            Name:   Kraig H. Kayser
                                            Title:  President

                                            By: /s/Jeffrey L. Van Riper
                                                -------------------------
                                            Name:  Jeffrey L. Van Riper
                                            Title:  Secretary





691634v3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>ex2a603.txt
<DESCRIPTION>EX 2 (A)
<TEXT>
                                  Exhibit 2(a)

================================================================================




                               PURCHASE AGREEMENT




                                  BY AND AMONG




                            SENECA FOODS CORPORATION




                                 (THE "BUYER"),




                       CHIQUITA BRANDS INTERNATIONAL, INC.




                                   ("PARENT"),




                                       AND




                             FRIDAY HOLDINGS, L.L.C.




                                 (THE "SELLER")





================================================================================



<PAGE>

<TABLE>

                                TABLE OF CONTENTS
<CAPTION>
                                                                                                                Page
<S>                                                                                                               <C>

1.
Definitions.......................................................................................................1
2. Purchase and Sale....   .......................................................................................7
                  (a)    Basic Transaction........................................................................7
                  (b)    Purchase Price...........................................................................7
                  (c)    The Closing..............................................................................7
                  (d)    Deliveries at the Closing................................................................7
3.       Representations and Warranties of Parent.................................................................8
                  (a)    Organization of Parent...................................................................8
                  (b)    Authorization of Transaction.............................................................8
                  (c)    Noncontravention.........................................................................8
                  (d)    Brokers' Fees............................................................................8
4.       Representations and Warranties of the Seller and Parent..................................................8
                  (a)    Organization, Qualification, and Corporate Power.........................................8
                  (b)    Noncontravention.........................................................................9
                  (c)    Broker's Fees............................................................................9
                  (d)    Title to Membership Interests and Assets.................................................9
                  (e)    Subsidiaries.  ..........................................................................9
                  (f)    Financial Statements....................................................................10
                  (h)    Absence of Change or Event..............................................................10
                  (i)    Legal Compliance .......................................................................11
                  (j)    Tax Matters.............................................................................11
                  (k)    Real Property...........................................................................12
                  (l)    Intellectual Property...................................................................13
                  (m)    Contracts...............................................................................13
                  (n)    Litigation..............................................................................14
                  (o)    Employee Matters........................................................................14
                  (p)    Environmental Matters...................................................................18
                  (q)    Certain Relationships with the Company..................................................20
                  (r)    Suppliers...............................................................................20
                  (s)    Inventories.............................................................................20
                  (t)    Insurance...............................................................................21
                  (u)    Securities Law Matters..................................................................21
5.       Representations and Warranties of the Buyer.............................................................21
                  (a)    Organization of the Buyer...............................................................21
                  (b)    Authorization of Transaction............................................................21
                  (c)    Noncontravention........................................................................22
                  (e)    Capital Stock...........................................................................22
                  (f)    Reports and Financial Statements........................................................23
                  (g)    No Violation of Law.....................................................................23
                  (h)    Absence of Certain Changes or Events....................................................23
                  (i)    Investigations; Litigation..............................................................23
                  (j)    No Required Vote of Shareholders........................................................24
                  (k)    Material Contracts......................................................................24
                  (l)    Takeover Statute........................................................................24
                  (m)    Transactions With Affiliates............................................................24
                  (n)    Securities Law Matters..................................................................24
6.       Pre-Closing Covenants...................................................................................25
                  (a)    General.................................................................................25
                  (b)    Notices and Consents....................................................................25
                  (c)    Operation of Business...................................................................25
                  (d)    Access..................................................................................27
                  (e)    Supplements to Disclosure Schedule......................................................28
                  (f)    No Solicitation.........................................................................28
                  (g)    Pre-Closing Transactions................................................................28
                  (h)    Tax Matters.............................................................................28
                  (i)    Tax Treatment of Transaction............................................................29
                  (j)    Distribution from Master Pension Benefit Trust..........................................29
                  (k)    Physical Inventory......................................................................29
                  (l)    Pack Agreement..........................................................................29
7.       Post-Closing Covenants..................................................................................29
                  (a)    General.................................................................................29
                  (b)    Litigation Support; Business Records....................................................30
                  (c)    Insurance...............................................................................30
                  (d)    Use of "Chiquita" Trademark.............................................................31
8.                         Conditions to Obligation to Close.....................................................31
                  (a) Conditions to Obligation of the Buyer......................................................31 (b)
                  Conditions to Obligation of the Parent and Seller..............................................32
9.       Survival of Representations, Warranties and Covenants; Indemnification..................................33
                  (a)    Representations, Warranties and Covenants...............................................33
                  (b)    Indemnification by the Seller and Parent................................................33
                  (c)    Indemnification by the Buyer............................................................34
                  (d)    Procedure for Claims By Third Parties...................................................34
                  (e)    Procedure for Claims Between the Parties................................................35
                  (f)    Exclusive Remedy........................................................................36
                  (g)    Limits on Indemnification...............................................................36
10.      Tax Indemnification and Allocation......................................................................37
                  (a)    The Seller's Tax Indemnity; Indemnification for Tax Obligations.........................37
                  (b)    Buyer's Indemnity.......................................................................37
                  (c)    Transfer Tax Liability..................................................................37
                  (d)    Tax Allocation Between Partial Periods..................................................37
                  (e)    Filing of Tax Returns...................................................................38
                  (f)    Post-Closing Audits and Other Procedures................................................38
                  (g)    Cooperation.............................................................................39
                  (h)    No Duplicative Recovery.................................................................39
11.
                  Termination....................................................................................40
                  (a) Termination of Agreement...................................................................40
                  (b) Effect of Termination......................................................................40
12.      Miscellaneous...........................................................................................40
                  (a)    Press Releases and Public Announcements.................................................40
                  (b)    No Third-Party Beneficiaries............................................................41
                  (c)    Entire Agreement........................................................................41
                  (d)    Succession and Assignment...............................................................41
                  (e)    Counterparts............................................................................41
                  (f)    Headings................................................................................41
                  (g)    Notices.................................................................................41
                  (h)    Governing Law; Venue; Waiver of Jury Trial..............................................42
                  (i)    Amendments and Waivers..................................................................43
                  (j)    Severability............................................................................43
                  (k)    Expenses................................................................................43
                  (l)    Construction............................................................................44
                  (m)    Incorporation of Exhibits and Schedules.................................................44

</TABLE>

<PAGE>





                             SCHEDULES AND EXHIBITS

Annex I                          Disclosure Schedule
     Section 3(d)                Parent's Broker's Fees
     Section 4(b)                Noncontravention
     Section 4(c)                Seller's Broker's Fees
     Section 4(d)                Title to Membership Interests and Assets
     Section 4(e)                Subsidiaries
     Section 4(f)                Financial Statements
     Section 4(g)                Material Adverse Change
     Section 4(h)                Absence of Change or Event
     Section 4(j)                Tax Matters
     Section 4(k)                Real Property
     Section 4(l)                Intellectual Property
     Section 4(m)                Contracts
     Section 4(n)                Litigation
     Section 4(o)                Employee Matters
     Section 4(p)                Environmental Matters
     Section 4(q)                Certain Relationship with the Company
     Section 4(r)                Suppliers
     Section 4(t)                Insurance
     Section 6(b)(i)             Notices and Consents--Seller
     Section  6(b)(ii)           Notices and Consents--Buyer
     Section 6(c)(vii)           New Employment Agreements
     Section 8(a)(vii)           Consents and Permits

Schedule I                       Capital Leases
Schedule II                      Industrial Revenue Bonds
Schedule III                     Retention Agreements

Exhibit A                        Assignment and Assumption Agreement
Exhibit B                        Certificate of Amendment
Exhibit C                        Registration Rights Agreement
Exhibit D                        Agreement with Carl Marks Shareholders
Exhibit E                        Financial Statements
Exhibit F                        Subordination Agreement


<PAGE>




                                       12


                               PURCHASE AGREEMENT

     This Purchase  Agreement (this  "Agreement") is entered into as of March 6,
2003  by and  among  SENECA  FOODS  CORPORATION,  a New  York  corporation  (the
"Buyer"),  CHIQUITA  BRANDS  INTERNATIONAL,   INC.,  a  New  Jersey  corporation
("Parent"),  and FRIDAY HOLDINGS,  L.L.C., a Delaware limited  liability company
(the "Seller").  The Buyer,  the Seller,  and Parent are each referred to herein
individually as a "Party" and, collectively, as the "Parties."

     WHEREAS,  the Seller owns one  hundred  percent  (100%) of the  outstanding
"limited  liability  company  interests",  as  defined in the  Delaware  Limited
Liability Company Act (the "Membership Interests"), in CHIQUITA PROCESSED FOODS,
L.L.C., a Delaware limited liability company (the "Company");

     WHEREAS,  the Company is engaged in the  vegetable  processing  and canning
business (the "Business");

     WHEREAS,  Parent  indirectly  controls  one hundred  percent  (100%) of the
membership interests in the Seller;

     WHEREAS,  the Seller desires to sell and transfer the Membership  Interests
to the  Buyer,  and the Buyer  desires  to  purchase  the same from the  Seller,
subject to the terms and conditions set forth in this Agreement;

         WHEREAS, simultaneously with the execution hereof, Parent, Seller and
certain principal shareholders of Buyer are entering into the Voting Agreement.

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows.

1. Definitions.

         "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

         "Agreement" has the meaning set forth in the introduction to this
Agreement.

         "Ancillary Agreements" means the Assignment and Assumption Agreements,
the Pack Agreement and the Registration Rights Agreement.

         "Assets" means all of the Company's assets.

         "Assignment and Assumption Agreements" means Assignment and Assumption
Agreements in the form of Exhibits A-1 and A-2 attached hereto.

         "Business" has the meaning set forth in the introduction to this
Agreement.

         "Buyer" has the meaning set forth in the introduction to this
Agreement.

         "Buyer Basket" has the meaning set forth in Section 9(g)(i) below.

         "Buyer Indemnitees" has the meaning set forth in Section 9(b) below.

         "Buyer Losses" has the meaning set forth in Section 9(b) below.

         "Buyer SEC Reports" has the meaning set forth in Section 5(g) below.

         "Cap" has the meaning set forth in Section 9(g)(i) below.

         "Capital Leases" means the Contracts set forth on Schedule I hereto.

         "Certificate of Amendment" means a Certificate of Amendment to the
Certificate of Incorporation of the Buyer establishing the terms of the
Preferred Stock in the form of Exhibit B hereto.

         "Class A Common Stock" has the meaning set forth in Section 5(f) below.

         "Class B Common Stock" has the meaning set forth in Section 5(f) below.

         "Cleanup" has the meaning set forth in Section 4(p)(ix) below.

         "Closing" has the meaning set forth in Section 2(g) below.

         "Closing Date" has the meaning set forth in Section 2(g) below.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Company" has the meaning set forth in the introduction to this
Agreement.

         "Competing Transaction" means any acquisition or purchase of all or a
significant portion of the assets of the Company or any material equity interest
in the Company or any similar transaction with respect to the Company involving
any Person other than the Buyer or its Affiliates.

         "Confidential Contract" has the meaning set forth in Section 4(m)(iii)
below.

         "Confidential Information" means any information concerning the
businesses and affairs of the Company that is not already generally available to
the public.

         "Confidentiality Agreement" has the meaning set forth in Section 6(d)
below.

         "Contemplated Actions" has the meaning set forth in Section 6(c) below.

         "Contract" means any contract, lease (including equipment leases),
license, joint venture agreement, co-pack agreement, grower contract, product
supply agreement, customer agreement, or other agreement or binding commitment,
whether or not in writing, to which the Company is a party and which relates to
the Business.

          "Credit Facility" means that certain Loan and Security Agreement dated
as of September 22, 1999 by and among the Company, as borrower, the lenders
party thereto, and Wachovia Bank, National Association, as agent thereunder, as
amended.

         "Disclosed Contracts" has the meaning set forth in Section 4(m)(iii)
below.

         "Disclosure Schedule" means the disclosure schedule delivered by the
Seller and/or Parent to the Buyer on the date hereof and attached as Annex I
hereto.

         "Employee Benefit Plan" has the meaning set forth in Section 4(o)(i)
below.

         "Employee Pension Benefit Plan" has the meaning set forth in ERISA
Section 3(2).

         "Employee Welfare Benefit Plan" has the meaning set forth in ERISA
Section 3(1).

         "Encumbrances" means all pledges, liens, charges, encumbrances,
easements, encroachments, defects, security interests, mortgages, claims,
options, and restrictions of every kind.

         "Environmental Laws" has the meaning set forth in Section 4(p)(ix)
below.

         "Environmental Liabilities and Costs" has the meaning set forth in
Section 4(p)(ix) below.

         "Equipment and Furnishings" has the meaning set forth in Section
2(a)(i) below.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA Affiliate" means each entity that is treated as a single
employer with the Company for purposes of Code Section 414, other than a current
or former Subsidiary of the Company.

         "ERISA Affiliate Health Plan" means a group health plan (within the
meaning of section 607 of ERISA) to which an ERISA Affiliate is a party or with
respect to which an ERISA Affiliate has an obligation, or that is maintained by,
contributed to, or sponsored by an ERISA Affiliate for the benefit of any
current or former employee, or in connection with which the Company may have any
obligation by reason of its current or former relationship with an ERISA
Affiliate.

         "ERISA Affiliate Pension Plan" means an Employee Pension Benefit Plan
subject to section 302 or Title IV of ERISA or section 412 of the Code to which
an ERISA Affiliate is a party or with respect to which an ERISA Affiliate has an
obligation, or that is maintained by, contributed to, or sponsored by an ERISA
Affiliate for the benefit of any current or former employee, or in connection
with which the Company may have any obligation by reason of its current or
former relationship with an ERISA Affiliate.

         "Financial Statements" has the meaning set forth in Section 4(f) below.

         "GAAP" means United States generally accepted accounting principles as
in effect from time to time and consistently applied.

         "Hart-Scott-Rodino Act" means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

         "Hazardous Substances, Oils, or Pollutants or Contaminants" has the
meaning set forth in Section 4(p)(ix) below.

         "Indebtedness" means all indebtedness for borrowed money, whether
primary or contingent, including, without limitation, in the case of the
Company, any and all amounts outstanding under the Credit Facility or the
Industrial Revenue Bonds.

         "Indemnification Acknowledgment" has the meaning set forth in Section
9(d)(i)(B) below.

         "Indemnitee" has the meaning set forth in Section 9(d)(i) below.

         "Indemnitor" has the meaning set forth in Section 9(d)(i) below.

         "Industrial Revenue Bonds" means those bonds described on Schedule II
attached hereto.

         "Intellectual Property" has the meaning set forth in Section 4(l)(i)
below.

         "Knowledge of the Company" means actual knowledge of: (i) the President
and Chief Executive Officer, Senior Vice President-Supply Chain Management,
Corporate Controller, Vice President-Human Resources, Vice
President-Manufacturing, or Vice President-Legal Counsel of the Company, and
(ii) to the extent relating to a particular facility or property of the Company,
the Environmental Engineer, Midwest South Region Manager and Central Region
Manager of the Company.

         "Leased Real Property" means all leasehold or subleasehold estates and
other rights to use or occupy land, buildings, structures, improvements,
fixtures, or other interest in real property which are used in the Company's
business.

         "Leases" means all leases, subleases, licenses, concessions, and other
agreements (written or oral), including all amendments, extensions, renewals,
and other agreements with respect thereto, pursuant to which the Company holds,
uses or occupies any real or personal property.

         "Losses" means losses, deficiencies, liabilities, damages, assessments,
judgments, costs, and expenses, including attorneys' and expert's fees.

         "Material Adverse Effect" means (a) a material adverse effect on the
business, operations or financial condition of the Company or (b) a material
adverse effect on the ability of Parent and/or the Seller to consummate the
transactions contemplated hereby.

         "Membership Interests" has the meaning set forth in the introduction to
this Agreement.

         "Most Recent Financial Statements" has the meaning set forth in Section
4(f) below.

         "Multiemployer Plan" has the meaning set forth in ERISA Section 3(37).

         "New Preferred Stock" means Convertible Preferred Stock Series 2003 of
the Buyer.

         "Notice of Claim" has the meaning set forth in Section 9(d)(i)(A)
below.

         "NYBCL" means the New York Business Corporation Law.

         "Owned Real Property" means all land, together with all buildings,
structures, improvements, and fixtures located thereon, and all easements and
other rights and interests appurtenant thereto, that are owned by the Company on
the date hereof and are used in the Business.

         "Pack Agreement" means the Product Agreement between the Buyer and the
Company providing for the Buyer to pack up to 1,000,000 basic cases of fancy
corn and up to 350,000 basic cases of fancy beets for the Company at the Buyer's
cost and on such other terms as the parties may agree.

         "Parent" has the meaning set forth in the introduction to this
Agreement.

         "Parent Indemnitees" has the meaning set forth in Section 9(c) below.

         "Parent Losses" has the meaning set forth in Section 9(c) below.

         "Party" and "Parties" have the meanings set forth in the introduction
to this Agreement.

         "PBGC" means the Pension Benefit Guaranty Corporation.
         "Permits" has the meaning set forth in Section 2(a)(v) below.

         "Permitted Encumbrances" means: (a) real estate taxes, assessments and
other governmental levies, fees or charges imposed with respect to Owned Real
Property which are not due and payable as of the Closing Date or which are being
contested in good faith by appropriate proceedings which suspend the collection
thereof; (b) mechanics liens and similar liens for labor, materials, or supplies
provided with respect to Owned Real Property incurred in the ordinary course of
business for amounts which are not delinquent or which are being contested in
good faith by appropriate proceedings; (c) zoning, building codes, and other
land use laws regulating the use or occupancy of Owned Real Property or the
activities conducted thereon imposed by any governmental authority having
jurisdiction over Owned Real Property, all of which do not or would not
materially impair the use or occupancy of Owned Real Property in the operation
of the Business; (d) easements, covenants, conditions, restrictions, and other
similar matters of record affecting title to Owned Real Property and other title
defects, all of which do not or would not materially impair the use or occupancy
of Owned Real Property in the operation of the Business; (e) any Encumbrance
that is satisfied, discharged, terminated, or released by the relevant secured
party on or prior to the Closing Date; (f) boundary line disputes,
encroachments, and any other matters which would be disclosed by an accurate
survey and inspection of Owned Real Property which could not reasonably be
expected to materially impair the use or occupancy of the Owned Real Property in
the operation of the Business; (g) Encumbrances arising under the Credit
Facility or the Industrial Revenue Bonds; and (h) the Capital Leases.

         "Person" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, or a governmental entity (or any
department, agency, or political subdivision thereof).

         "Properties" has the meaning set forth in Section 4(p)(i) below.

         "Purchase Price" has the meaning set forth in Section 2(d) below.

          "Real Property Leases" means any Leases pursuant to which the Company
holds, uses or occupies any Leased Real Property.

         "Registration Rights Agreement" means a Registration Rights Agreement
in the form of Exhibit C attached hereto.

         "Regulations" means any regulations of the United States Department of
Treasury promulgated under the Code.

         "SEC" means the United States Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Seller" has the meaning set forth in the introduction to this
Agreement.

         "Seller Basket" has the meaning set forth in Section 9(g)(i) below.

          "Shares" has the meaning set forth in Section 2(b) below.

         "Shareholders Agreement" has the meaning set forth in Section 5(e)
below.

         "Subordination Agreements" means Subordination Agreements between the
Seller and certain shareholders of the Buyer in the form of Exhibit F attached
hereto.

          "Subsidiary" means any entity with respect to which a specified Person
(or a Subsidiary thereof) owns a majority of the common stock or has the power
to vote or direct the voting of sufficient securities to elect a majority of the
directors or their equivalents.

         "Tax" means any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code Section
59A), customs duties, capital stock, franchise, profits, withholding, social
security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not, and any obligation to
indemnify, assume, or succeed to the liability of any other Person in respect of
the foregoing.

         "Tax Return" means any return, declaration, report, claim for refund,
or information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

         "Union Contracts" has the meaning set forth in Section 4(o)(ii)(1)
below.

         "Unresolved" means, in connection with any matter, that the matter has
been actively pursued by any third party since January 1, 2000 and has not been
resolved without any further liability to the Company.

         "WARN" means the "Worker Adjustment and Retraining Notification Act,"
29 U.S.C. Section 2102 et seq., as amended and any state statute or regulation
of similar import.

2. Purchase and Sale.

(a) Basic Transaction. On and subject to the terms and conditions of this
Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees
to sell to the Buyer, free and clear of any Encumbrances, all of the Seller's
right, title and interest in and to the Membership Interests.

(b) Purchase Price. The purchase price (the "Purchase Price") payable to the
Seller by the Buyer for the Membership Interests and in consideration for the
agreements contained herein will be One Hundred Ten Million Dollars
($110,000,000) in cash and Nine Hundred Sixty Seven Thousand Seven Hundred Forty
Two (967,742) shares (the "Shares") of New Preferred Stock. The Purchase Price
shall be subject to adjustment as follows: The cash portion of the Purchase
Price shall be reduced dollar-for-dollar by the amount of any downward
adjustment of inventory balance pursuant to Section 6(k) below.

(c) The Closing. Subject to the terms hereof, the closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the offices
of Taft, Stettinius & Hollister LLP in Cincinnati, Ohio, commencing at 10:00
a.m. local time on May 1, 2003, but in no event earlier than the date that is
three (3) business days after the satisfaction or waiver of the conditions set
forth in Section 8 or such other date and place as the Buyer and the Seller may
mutually determine (the "Closing Date").

(d) Deliveries at the Closing. At the Closing, (i) the Seller and Parent will
deliver to the Buyer the various certificates, instruments, and documents to be
delivered by either or both of them that are referred to in Section 8(a) below,
(ii) the Buyer will deliver to the Seller the various certificates, instruments,
and documents to be delivered by it that are referred to in Section 8(b) below,
and (iii) the Buyer will deliver to the Seller the cash portion of the Purchase
Price in immediately available funds and certificates for the Shares registered
in the name of the Seller.

3. Representations and Warranties of Parent. Parent represents and warrants to
the Buyer that as of the date of this Agreement, except as set forth in the
Disclosure Schedule:

(a) Organization of Parent. Parent is duly organized, validly existing, and in
good standing under the laws of the State of New Jersey.

(b) Authorization of Transaction. Parent has full corporate power and authority
to execute and deliver this Agreement and the Ancillary Agreements to which it
is a party and to perform its obligations hereunder and thereunder. This
Agreement constitutes, and the Ancillary Agreements to which it is a party when
executed will constitute, the valid and legally binding obligations of Parent,
enforceable in accordance with their respective terms and conditions, except as
the enforceability thereof may be limited by any applicable bankruptcy,
reorganization, insolvency, or other laws affecting creditors' rights generally
or by general principles of equity. Except for the notices and consents
described in Section 6(b) below, Parent need not give any notice to, make any
filing with, or obtain any authorization, consent, or approval of any Person
(including the shareholders of Parent) or any government or governmental agency
in order to consummate the transactions contemplated by this Agreement and the
Ancillary Agreements.

(c) Noncontravention. Neither the execution and the delivery of this Agreement
or the Ancillary Agreements, nor the consummation of the transactions
contemplated hereby or thereby, (i) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which Parent is
subject, or any provision of its charter or bylaws or (ii) conflict with, result
in a breach of, constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify, or cancel, or
require any notice under any agreement, contract, lease, license, instrument, or
other arrangement to which Parent is a party or by which it is bound or to which
any of its assets is subject.

(d) Brokers' Fees. Except as set forth in Section 3(d) of the Disclosure
Schedule, Parent has no liability or obligation to pay any fees or commissions
to any broker, finder, or agent with respect to the transactions contemplated by
this Agreement.

4. Representations and Warranties of the Seller and Parent. The Seller and
Parent, jointly and severally, represent and warrant to the Buyer, that as of
the date of this Agreement, except as set forth in the Disclosure Schedule:

(a) Organization, Qualification, and Corporate Power. Each of the Seller and the
Company is a limited liability company duly organized, validly existing, and in
good standing under the laws of the State of Delaware. Each of the Seller and
the Company is duly authorized to conduct business and is in good standing under
the laws of each state where such qualification is required, except where the
lack of such qualification would not have a Material Adverse Effect. Each of the
Seller and the Company has full limited liability company power and authority to
carry on the businesses in which it is engaged and to own and use the properties
owned and used by it. This Agreement constitutes, and the Ancillary Agreements
to which either of them is a party when executed will constitute, the valid and
legally binding obligations of each of the Seller and Parent, as the case may
be, enforceable against each of them in accordance with their respective terms
and conditions, except as the enforceability thereof may be limited by any
applicable bankruptcy, reorganization, insolvency or other laws affecting
creditors' rights generally or by general principles of equity.

(b) Noncontravention. Neither the execution and the delivery of this Agreement
or the Ancillary Agreements, nor the consummation of the transactions
contemplated hereby or thereby, (i) violates any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which the Seller
or the Company, as the case may be, is subject or any provision of the
certificate of formation or operating agreement of the Seller or the Company, as
the case may be, or (ii) except as set forth in Section 4(b) of the Disclosure
Schedule, conflicts with, results in a breach of, constitutes a default under,
results in the acceleration of, creates in any party the right to accelerate,
terminate, modify, or cancel, or requires any notice or consent under any
contract to which the Seller or the Company is a party or by which it is bound
or to which any of its assets is subject (or results in the imposition of any
Encumbrances upon any of its assets other than a Permitted Encumbrance), except
where all such violations, conflicts, breaches, defaults, accelerations,
terminations, modifications, cancellations, or failures to give notice or obtain
consents, could not reasonably be expected, in the aggregate with respect to all
contracts, to have a Material Adverse Effect; provided that in no event shall
the failure of Parent, the Seller or the Company to have obtained any consent
from any third party under any Contract or Permit constitute a breach of any of
the representations, warranties, covenants, or agreements made by Parent or the
Seller in this Agreement. To the Knowledge of the Company and except for the
notices and consents described in Section 4(b) of the Disclosure Schedule or
Section 6(b) below, neither the Seller nor the Company is required to give
notice to, make any filing with, or obtain any authorization, consent, or
approval of any government or governmental agency in order for the Parties to
consummate the transactions contemplated by this Agreement.

(c) Broker's Fees. Except as set forth in Section 4(c) of the Disclosure
Schedule, neither the Seller nor the Company has any liability or obligation to
pay any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement.

(d) Title to Membership Interests and Assets.

(i) The Seller has good and marketable title to the Membership Interests, free
and clear of all Encumbrances except as set forth in Section 4(d)(i) of the
Disclosure Schedule, which Encumbrance will be released at Closing. The
Membership Interests are duly authorized, validly issued, fully paid and
nonassessable and constitute all outstanding ownership interests in the Company.
There are no outstanding subscriptions, warrants, rights or other arrangements
or commitments, rights of first refusal, preemptive rights, calls or obligations
of the Company to issue any ownership interests in the Company.

(ii) The Company has good and marketable title to, or a valid leasehold interest
in, the Assets, free and clear of all Encumbrances except as set forth in
Section 4(d)(ii) of the Disclosure Schedule and subject to Permitted
Encumbrances.

(e) Subsidiaries. Except as set forth in Section 4(e) of the Disclosure
Schedule, the Company does not have any Subsidiaries and is not a general
partner in any partnership or a co-venturer in any joint venture or other
business enterprise.

(f) Financial Statements. Attached hereto as Exhibit E are the following
financial statements (collectively the "Financial Statements"): (i) audited
balance sheets and statements of income, changes in member's equity, and cash
flow for the Company as of and for the fiscal years ended March 31, 2000, March
31, 2001 and December 31, 2001 (nine months); and (ii) an unaudited balance
sheet and statement of income for the Company as of, and for the calendar year
ended, December 31, 2002 (the "Most Recent Financial Statements"). Except as set
forth in Section 4(f) of the Disclosure Schedule, the Financial Statements
(including any notes thereto) have been prepared in accordance with the
Company's accounting practices applied on a consistent basis in accordance with
GAAP (except as may be indicated therein or in the notes or schedules thereto)
throughout the periods covered thereby and present fairly the financial
condition of the Company as of such dates and the results of operations of the
Company for such periods; provided that the Most Recent Financial Statements are
subject to normal non-material year-end adjustments, lack footnotes and other
presentation items.

                  (g) No Material Adverse Change. Except as set forth in Section
4(g) of the Disclosure Schedule or in connection with the Contemplated Actions,
since the date of the Most Recent Financial Statements, there has been no
material adverse change in the financial condition, results of operations, or
business of the Company, excluding any adverse change resulting from changes in
general economic or industry conditions, changes resulting from losses of
personnel or changes that are temporary in nature or effect.

                  (h) Absence of Change or Event. Except as set forth in Section
4(h) of the Disclosure Schedule, and other than as permitted by Section
6(c)(ix), since the date of the Most Recent Financial Statements to and
including the date hereof, the Company has conducted its business only in the
ordinary course and has not:

     (i) incurred any obligation or liability,  absolute, accrued, contingent or
otherwise,  whether  due or to  become  due,  in  excess  of  $1,000,000  in the
aggregate,  except liabilities or obligations incurred in the ordinary course of
business and  consistent  with prior  practice and  borrowings  under the Credit
Agreement;

     (ii)  except  in the  ordinary  course  of  business  consistent  with past
practice,  entered into any new Contract  obligating  the Company to purchase or
sell goods or services for a period of twelve (12) months or more;

(iii) permitted any Encumbrance (other than any Permitted Encumbrance) to be
placed on any Asset;

(iv) sold, transferred, licensed, leased to others, or otherwise disposed of any
of the Assets, except for inventory sold to customers or returned to vendors and
surplus or obsolete equipment and furnishings; (v) suffered any damages,
destruction or losses (not covered by insurance) having an aggregate value in
excess of $500,000;

(vi) made or committed to make any capital expenditures or capital additions or
betterments in excess of an aggregate of $1,000,000;

(vii) had any employee strike, work stoppage, or lock-out;

(viii) established or adopted any new employee benefit plan or granted any
increase in the compensation payable or benefits to any officer, director,
employee (or a class thereof), or agent other than in the ordinary course of
business;

(ix) merged, consolidated or combined with any other entity, or agreed to do so;

(x) entered into any agreement, arrangement, transaction, or understanding with,
or made any payment to, Parent or any Affiliate of Parent except for payments of
the nature described in Section 4(h)(x) of the Disclosure Schedule made in the
ordinary course of business consistent with prior practice; or

(xi) made any commitment with respect to any of the foregoing.

                  (i) Legal Compliance. To the Knowledge of the Company, the
Company has complied with all applicable laws (including rules, regulations,
codes, plans, injunctions, judgments, orders, decrees, rulings, executive
orders, and charges thereunder) of federal, state, local, and foreign
governments (and all agencies thereof), except where all failures to comply in
the aggregate would not reasonably be expected to have a Material Adverse
Effect. To the Knowledge of the Company, the Company has all Permits necessary
for the Company to operate and conduct the Business, and has so conducted the
Business in full compliance therewith, except where all failures to have or
comply with any such Permits in the aggregate would not reasonably be expected
to have a Material Adverse Effect.

(j) Tax Matters.

(i) Each of Parent, the Seller and the Company has timely filed with the
appropriate Taxing authorities all Tax Returns required to be filed through the
Closing Date, except for personal property, sales and use and other state and
local non-income tax returns, the nonfiling of which would not reasonably be
expected to have a Material Adverse Effect. The information filed was complete
and accurate in all material respects. Except as specified in Section 4(j) of
the Disclosure Schedule, none of Parent, the Seller or the Company has requested
an extension of time within which to file a Tax Return. Except as specified in
Section 4(j) of the Disclosure Schedule, the Company is not required to file any
federal, state or local income Tax Return.

(ii) All taxes in respect to periods beginning before the Closing Date, have
been paid or an adequate reserve has been established therefor, and the Company
does not have any liability for Taxes in excess of the amounts so paid or
reserves so established.

(iii) Except as set forth in Section 4(j) of the Disclosure Schedule, the
Company and each of its Subsidiaries is an eligible entity with a single owner
as defined under Section 301.7701-3 of the Regulations and is classified as
"disregarded as an entity separate from its owner" in accordance with the
default classification provided by Section 301-7701-3(b) of the Regulations.

(iv) The Seller is not a "foreign person" as defined in Section 1445(f)(3) of
the Code.

(k) Real Property.

(i) Section 4(k)(i) of the Disclosure Schedule sets forth an address of each
parcel of Owned Real Property (except for agricultural land). With respect to
each parcel of Owned Real Property, except as set forth in Section 4(k)(i) or
Section 4(p) of the Disclosure Schedule:

(A) the Company has good and marketable fee simple title, free and clear of all
Encumbrances, except Permitted Encumbrances;

(B) the Company has not leased or otherwise granted to any Person the right to
use or occupy such Owned Real Property or any portion thereof;

(C) there are no outstanding options, rights of first offer, or rights of first
refusal to purchase such Owned Real Property or any portion thereof or interest
therein; and

(D) to the Knowledge of the Company, the Owned Real Property is not in violation
of any applicable zoning or land use ordinance or Environmental Laws, and the
Company has received no written notice that any of the Owned Real Property is in
violation of any applicable zoning or land use ordinance or Environmental Laws,
which violations in the aggregate could reasonably be expected to have a
Material Adverse Effect.

(ii) Section 4(k)(ii) of the Disclosure Schedule sets forth an address of each
parcel of Leased Real Property (except for agricultural land), and a true and
complete list of all Leases for each such parcel of Leased Real Property. With
respect to each parcel of Leased Real Property, except as set forth in Section
4(k)(ii) of the Disclosure Schedule:

(A) the Company is in peaceful and undisturbed possession of the space and/or
estate comprising each parcel of Leased Real Property and there are no material
defaults by the Company or, to the Knowledge of the Company, any other party
under any Lease, and, to the Knowledge of the Company, no event has occurred and
no condition exists which, with the giving of notice or the lapse of time or
both, would constitute such a default or termination event or condition, which
defaults or events or conditions in the aggregate could reasonably be expected
to have a Material Adverse Effect.

(B) to the Knowledge of the Company, all rent and other sums and charges payable
by the Company, as tenant under each Lease relating to Leased Real Property, are
current;

(C) to the Knowledge of the Company, the Company has a good and valid leasehold
interest in each Leased Real Property, free and clear of all Encumbrances other
than Permitted Encumbrances; and

(D) the Company has delivered to the Buyer a true and complete copy of each
Lease relating to the Leased Real Property.

(l) Intellectual Property.

(i) Section 4(l) of the Disclosure Schedule sets forth a list of all trademarks,
service marks, and licenses of the Company that are material to the Business
(collectively, along with any proprietary know-how or production practices or
methods utilized in the Company's vegetable processing operations, the
"Intellectual Property").

(ii) Section 4(l) of the Disclosure Schedule also sets forth a list of any
written communications from the Company to third parties, or from third parties
to the Company, in either case which were given or received since January 1,
1998 (or prior to that date if relating to an Unresolved claim of infringement),
alleging any infringement by third parties of any of the Intellectual Property,
or any unresolved infringement by the Company of any intellectual property
rights claimed by third parties, together with all responses to such
communications and a description of the status of each such alleged
infringement, which relate to conditions or matters which in the aggregate could
reasonably be expected to have a Material Adverse Effect.

(iii) Except as disclosed in Section 4(l) of the Disclosure Schedule:

(A) the Company owns or licenses the Intellectual Property free and clear of any
Encumbrances (other than Permitted Encumbrances);

(B) to the Knowledge of the Company, the Company is not in default under any of
its licenses for Intellectual Property, and no other party is in default under
any of its licenses for Intellectual Property, except in either case for any
default which could not reasonably be expected to have a Material Adverse
Effect; and

(C) to the Knowledge of the Company, none of the Intellectual Property is being
infringed by any other person or entity or infringes the rights of any other
person or entity.

(m) Contracts.

(i) Section 4(m)(i) of the Disclosure Schedule lists any Contract (excluding
customary inventory purchase orders in the ordinary course of business that do
not contain pricing commitments for a specified period of time) that:

(A) other than any Contract for the purchase of goods or services or the sale of
products in the ordinary course of business, involves aggregate consideration in
excess of $200,000 in any one year period;

(B) will require the Company to purchase or provide goods or services for a
period of more than one hundred eighty (180) days after the Closing Date;

(C) is for the employment of any employee of the Company;

(D) is between the Company and Parent or any of its Affiliates;

(E) evidences any Encumbrance (other than any Permitted Encumbrance) on any of
the Assets, or

(F) evidences any Indebtedness.

(ii) Section 4(m)(ii) of the Disclosure Schedule lists all Leases of the Company
that are treated as capital leases on the books and records of the Company as of
the date of the Most Recent Financial Statements.

(iii) Other than items subject to confidentiality provisions which prevent their
disclosure to the Buyer (the "Confidential Contracts"), the Company has made
available to the Buyer a correct and complete copy of each of the items
described in Sections 4(m)(i) and 4(m)(ii) above (the "Disclosed Contracts"). To
the Knowledge of the Company, neither the Company nor any third party is in
material breach of any Disclosed Contract or any Confidential Contract.

(n) Litigation. Except as set forth in Section 4(n) or Section 4(p) of the
Disclosure Schedule, (A) the Company has not received written notice of any
Unresolved violation of law, rule, regulation, ordinance, or order of any court
or federal, state, municipal, or other governmental department, commission,
board, bureau, agency, or instrumentality, and (B) to the Knowledge of the
Company, the Company is not subject to any outstanding written injunction,
judgment, arbitration, order, decree, ruling, or charge or a party to or subject
to any pending action, suit, proceeding, or hearing in or before any court or
quasi-judicial or administrative agency of any federal, state, local, or foreign
government, which collectively are reasonably likely to have a Material Adverse
Effect.

(o) Employee Matters.

(i) Employee Benefit Plans.

                                    (1) Section 4(o)(i)(1) of the Disclosure
Schedule lists all Employee Pension Benefit Plans, all
Employee Welfare Benefit Plans, all specified fringe benefit plans (as defined
in section 6039D(d) of the Internal Revenue Code of 1986, as amended (the
"Code")), and all executive compensation, retirement, supplemental retirement,
deferred compensation, incentive, bonus, severance, compensation associated with
change in control, perquisite, health care, death benefit, medical insurance,
disability insurance, life insurance, vacation pay, sick pay or other material
plans, programs, and arrangements to which the Company or any Subsidiary is a
party, or with respect to which the Company or any Subsidiary has an obligation
(other than any ERISA Affiliate Health Plan or ERISA Affiliate Pension Plan), or
that are maintained, contributed to, or sponsored by the Company or a Subsidiary
for the benefit of any current or former employee, officer, or director of the
Company or any Subsidiary (such plans, programs, and arrangements to be referred
to individually as "Employee Benefit Plan" and collectively as "Employee Benefit
Plans").

     (2) The Company has made  available  or will make  available to the Buyer a
complete and accurate copy of each Employee Benefit Plan document (including, in
each case, all amendments) in its possession and a complete and accurate copy of
all material documents in its possession  relating to such plan,  including,  if
applicable: (A) each trust agreement,  insurance or annuity contract, investment
management agreement,  custodial agreement,  and other agreement relating to the
funding of the plan,  and all  amendments to them;  (B) the most recent  summary
plan description and any subsequent summary of material  modifications;  (C) the
three most recently  filed annual return  reports (Form 5500 series),  including
all applicable  schedules;  (D) the most recent  determination or opinion letter
issued by the  Internal  Revenue  Service,  if the plan or its  related  funding
arrangement is intended to be qualified  under section 401(a) or exempt from tax
under  section  501(a)  of the  Code,  the  application  submitted  for it,  any
correspondence  with  the  Internal  Revenue  Service  in  connection  with  the
determination or opinion letter or application,  and any pending application for
a  determination  or  opinion  letter;  (E)  the  three  most  recent  financial
statements; and (F) the three most recent actuarial valuation reports.

     (3)......With  respect to any  Employee  Benefit  Plan that is an  Employee
Pension  Benefit Plan intended to qualify under section 401(a) of the Code, each
such plan is qualified  under  section  401(a) of the Code and any trust through
which such plan is funded is exempt from federal income tax under section 501(a)
of the Code; the Internal  Revenue Service has issued a favorable  determination
as to the  qualified  status of such plan and trust under the  Internal  Revenue
Code as amended by the Tax Reform Act of 1986 and  subsequent  legislation;  and
either the Internal Revenue Service has also issued a favorable determination as
to the qualified status of the plan as amended for the legislation known as GUST
or  application  for such a  determination  was made  during  the GUST  remedial
amendment  period and is pending.  Nothing  has  occurred  that would  adversely
affect the qualified  status of such Employee  Pension Benefit Plan or trust. No
filing has been made with the Internal  Revenue Service with respect to any such
plan under the Internal  Revenue Service  Employee Plans  Compliance  Resolution
System or any predecessor program, nor has any self-corrective action been taken
as to any such plan under the  provisions  of such  program  or any  predecessor
program permitting self-correction of certain qualification defects.

     (4)......The  Company has not incurred liability for any excise tax arising
under section 4971, 4972, 4976, 4978, 4979, 4979A, 4980, or 4980B of the Code.

     (5)......To   the   Knowledge  of  the  Company,   each  of  the  following
representations  is true,  except  where the  failure to be true,  collectively,
would not be reasonably likely to have a Material Adverse Effect:

     (A)......Each  Employee Benefit Plan is now and always has been operated in
all material  respects in accordance with its terms and the  requirements of all
applicable laws,  including,  without  limitation,  ERISA, all provisions of the
Code applicable to secure intended tax consequences, and federal securities law,
and all  regulations and rulings under such laws. All persons who participate in
the  operation  of the  Employee  Benefit  Plans and all  Employee  Benefit Plan
fiduciaries  have always acted in all material  respects in accordance  with the
provisions of all applicable law,  including,  without  limitation,  ERISA,  the
Code, and federal  securities  law, and all  regulations  and rulings under such
laws.  The  Company  has  performed  all  material  obligations  required  to be
performed  by it under,  is not in any material  respect in default  under or in
violation of, and there is no material default or violation by any party to, any
Employee Benefit Plan. No legal action, suit, claim, or governmental  proceeding
or  investigation  is pending or threatened with respect to any Employee Benefit
Plan (other than claims for benefits in the ordinary course).

     (B) The  administrator  of each Employee  Benefit Plan that is an "employee
benefit  plan" as defined in section 3(3) of ERISA  ("ERISA  Plan") has complied
with all applicable reporting and disclosure  requirements under Part 1 of Title
I of  ERISA.  No  filing  has  been  made  under  the U.S.  Department  of Labor
Delinquent Filer Program or any similar program with respect to any ERISA Plan.

     (C)......Except  as described in Section  4(o)(i)(5)(C)  of the  Disclosure
Schedule,  there has been no  prohibited  transaction  (within  the  meaning  of
section  406 of ERISA or  section  4975 of the Code)  with  respect to any ERISA
Plan,  other than any  transaction  subject  to a  statutory  or  administrative
exemption.  None of the  transactions  contemplated by this Agreement will be or
will result in such a prohibited  transaction.  No person has acted or failed to
act in connection with any Employee  Benefit Plan in a manner that would subject
the Company to direct or indirect  liability,  by indemnity or otherwise,  for a
breach of any fiduciary duty. No filing has been made under the U.S.  Department
of Labor  Voluntary  Fiduciary  Correction  Program or any similar  program with
respect to any ERISA Plan.

     (D)......Except  as described in Section  4(o)(i)(5)(D)  of the  Disclosure
Schedule,  no Employee Benefit Plan that is an Employee Pension Benefit Plan has
had an  accumulated  funding  deficiency  (within  the meaning of section 302 of
ERISA or section 412 of the Code, whether or not waived. No asset of the Company
is the subject of a lien arising under section 302(f) of ERISA or section 412(n)
of the Code.  The Company has not been required to post  security  under section
307 of ERISA or section 401(a)(29) of the Code, and no fact or event exists that
could give rise to such a lien or requirement to post any such security.

     (E)......  The Company has not incurred  liability  under Title IV of ERISA
(other than liability for premiums to the Pension Benefit  Guaranty  Corporation
("PBGC") arising in the ordinary course), and no fact or event exists that would
give rise to such  liability.  Except as disclosed in Section  4(o)(i)(5) of the
Disclosure Schedule,  no complete or partial termination has occurred within the
past five years with  respect to any  Employee  Benefit Plan that is an Employee
Pension Benefit Plan. No reportable event (within the meaning of section 4043 of
ERISA) or event  described  in section  4063(a)  of ERISA,  other than those for
which a waiver from reporting applies, has occurred or is expected to occur with
respect to any Employee  Benefit Plan subject to Title IV of ERISA. The PBGC has
not instituted  proceedings to terminate any Employee  Benefit Plan, no event or
condition has occurred or exists that may constitute  grounds under section 4042
of ERISA for the  termination  of or  appointment of a trustee to administer any
such plan,  nor has any notice of intent to  terminate  any such plan been filed
with the PBGC.  All  premiums  due the PBGC with respect to such plans have been
paid in full on a timely basis.

     (F)......As  to each  Employee  Benefit  Plan  subject to Title IV of ERISA
other than a plan that is a Multiemployer  Plan: all costs of the plan have been
provided  for on the  basis of  consistent  methods  in  accordance  with  sound
actuarial  assumptions and practices;  all employee census data furnished to the
plan's actuary in connection  with such valuation and prior  valuations has been
accurate and complete in all  material  respects;  and no amendment or change to
the plan  effective or adopted  after the date of the valuation  would  increase
benefits under the plan.

     (G)......All contributions,  insurance premiums, or payments required to be
made with  respect  to the  Employee  Benefit  Plans have been made by their due
dates.

     (6).....Except  as  disclosed  in  Section  4(o)(i)(6)  of  the  Disclosure
Schedule,  (A) no Employee  Benefit Plan, and no other  commitment or agreement,
provides  for the payment by the Company of  separation,  severance,  or similar
benefits to any person  solely as a result of any  transaction  contemplated  by
this  Agreement or as a result of a "change in  control",  within the meaning of
such term  under  section  280G of the  Code,  and (B) the  consummation  of the
transaction  contemplated  by this  Agreement  will not  accelerate  the time of
payment or vesting of, or increase  the amount of, any  compensation  due to any
employee from the Company.

     (7)......Except  as  disclosed  in  Section  4(o)(i)(7)  of the  Disclosure
Schedule,  the Company has no  liability  which is  reasonably  likely to have a
Material  Adverse  Effect with  respect to any  employee or former  employee for
post-employment benefits other than as required by section 4980B of the Code and
Part 6 of Title I of ERISA or as provided under an Employee Benefit Plan that is
an Employee Pension Benefit Plan.

     (8)......To the Knowledge of the Company,  there has been no representation
made to or  communication  with any employee by the Company or the Seller or the
Parent that is not in accordance  with the existing terms and limitations of the
Employee  Benefit  Plans which is reasonably  likely to have a Material  Adverse
Effect.  The  Company has not made any  commitment  to modify any, or create any
other, Employee Benefit Plan.

     (9)......With respect to each Employee Benefit Plan that is a Multiemployer
Plan: the Company has not withdrawn, partially withdrawn, or received any notice
of any claim or demand for withdrawal  liability or partial withdrawal liability
from such plan;  the  Company has not  received  any notice that such plan is in
reorganization,  that  increased  contributions  may  be  required  to  avoid  a
reduction  in plan  benefits or the  imposition  of any excise tax, or that such
plan is or may become insolvent; the Company has not failed to make any required
contributions  on a timely basis; to the Knowledge of the Company,  such plan is
not a party  to any  pending  merger  or  asset or  liability  transfer;  to the
Knowledge of the  Company,  there are no PBGC  proceedings  against or affecting
such plan; and the Company has no potential liability by reason of having been a
seller in a sale of assets pursuant to section 4204 of ERISA. Section 4(o)(i)(9)
of the Disclosure Schedule includes for each such plan, as of its last valuation
date, the amount of potential  withdrawal liability of the Company calculated by
the plan pursuant to ERISA section 4221(e), and identifies the specific obligor.

(ii) Employment Matters. Except as set forth in Section 4(o)(ii) of the
Disclosure Schedule, each of the following is true:

     (1) other than pursuant to the  collective  bargaining  agreements to which
the Company is currently a party,  which  collective  bargaining  agreements are
identified at Section  4(o)(ii) of the Disclosure  Schedule  (collectively,  the
"Union Contracts"), none of the employees of the Company (in his or her capacity
as an employee of the Company) is represented by any labor union;

     (2)  without  limiting  the  generality  of  paragraph  (1)  above,  to the
Knowledge of the Company,  no certification or decertification is pending or was
filed  within the past  twelve  (12)  months  respecting  the  employees  of the
Company;

     (3) to the  Knowledge  of the Company:  no oral or written  notice has been
received by the Company or the Seller or Parent of any complaint  made or charge
filed against the Company claiming that the Company has violated any regulation,
or local, state or federal laws regarding the rights of any employee, including,
but not limited to, civil rights or equal  opportunity,  or of any complaints or
proceedings  involving the Company or any of the employees of the Company before
any commission,  agency or labor relations board,  tribunal, or court; there are
no  outstanding  orders or charges  against the Company  under the  Occupational
Health and Safety Act; and all levies,  assessments  and penalties  made against
the Company pursuant to any applicable workers'  compensation act have been paid
by the  Company  and  the  Company  has  not  been  reassessed  under  any  such
legislation  during  the past five  years,  which  complaints,  charge,  orders,
levies,  etc.  collectively  are  reasonably  likely to have a Material  Adverse
Effect; and

     (4) to the Knowledge of the Company,  the Company is in compliance with all
federal,  state and local laws and  regulations  relating to the  employment  of
labor,  including provisions relating to wages, fringe benefits,  hours, working
conditions,  occupational  safety and health,  safety of the premises,  workers'
compensation, collective bargaining, payment of social security and unemployment
taxes, civil rights and non-discrimination in hiring, retention,  promotion, pay
and other conditions of employment, including but not limited to the Immigration
Reform and  Control  Act of 1986,  and the  Company is not liable for arrears on
wages  or any  tax or  penalties  for  failure  to  comply  with  those  laws or
regulations,  except for any such violations, failures to comply and liabilities
which collectively are not reasonably likely to have a Material Adverse Effect.

(iii) WARN. Except for the transactions contemplated by this Agreement or except
as disclosed in Section 4(o)(iii) of the Disclosure Schedule, within the period
ninety (90) days prior to the Closing Date, the Company has not temporarily or
permanently closed or shut down any single site of employment or any facility or
any operating unit, department or service within a single site of employment, as
such terms are used in WARN. During such period, except as disclosed in Section
4(o)(iii) of the Disclosure Schedule, the Company has not terminated or laid off
more than ___ employees at a single site of employment.

(p) Environmental Matters.

(i) Except as disclosed in Section 4(p) of the Disclosure Schedule, to the
Knowledge of the Company there have been no releases of Hazardous Substances,
Oils, or Pollutants or Contaminants at, on, under or from any of the Owned Real
Property or the Leased Real Property (collectively, the "Properties"), except
(a) releases which (x) have been promptly reported, if required by applicable
Environmental Laws, and (y) if subject to (x), have been fully remediated to the
point of receiving a closure determination or determination of no further action
from any and all governmental agencies having jurisdiction if and to the extent
that such agencies issue such determinations; and (b) incidental spills or leaks
which are de minimis in quantity and which neither individually nor collectively
reasonably would be expected to violate any Environmental Laws or give rise to
any Environmental Liabilities and Costs, which, in either case, would be
reasonably likely, individually or in the aggregate, to have a Material Adverse
Effect.

(ii) Except as disclosed in Section 4(p) of the Disclosure Schedule, to the
Knowledge of the Company, the Company has not engaged in, or caused or allowed
others to engage in, the treatment or disposal of Hazardous Substances, Oils or
Pollutants or Contaminants at, on or under the Properties.

(iii) Except as disclosed in Section 4(p) of the Disclosure Schedule, to the
Knowledge of the Company, the Company has not received any presently Unresolved
claim or demand asserted against the Company from any private party or
governmental agency alleging violations of or potential liability under any
Environmental Laws or property damage, personal or bodily injury or harm under
the common law doctrines of nuisance, negligence, trespass or strict liability
that may give rise to Environmental Liabilities and Costs which are reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect,
and, to the Knowledge of the Company, the Company has received no notice of any
potential claims which may be asserted by a governmental agency or private party
pursuant to any Environmental Laws or the aforementioned doctrines which remains
Unresolved and is reasonably likely, individually or in the aggregate, to have a
Material Adverse Effect.

(iv) Except as disclosed in Section 4(p) of the Disclosure Schedule, to the
Knowledge of the Company, the Company has not received any Unresolved claim or
demand asserting that the Company is or may be liable for Cleanup or for
Environmental Liabilities and Costs resulting from the release or threatened
release of Hazardous Substances, Oils, or Pollutants or Contaminants from the
Properties and, to the Knowledge of the Company, the Company has not received
any notice of any potential claims which may be asserted by any governmental
agency with regulatory jurisdiction over the Properties or any other person or
entity for Cleanup or for Environmental Liabilities and Costs which remains
Unresolved and is reasonably likely, individually or in the aggregate, to have a
Material Adverse Effect.

(v) Except as disclosed in Section 4(p) of the Disclosure Schedule, to the
Knowledge of the Company, there are no above ground or underground storage tanks
at, upon, or under any of the Properties.

(vi) Except as disclosed in Section 4(p) of the Disclosure Schedule, to the
Knowledge of the Company, the Company's operations at the Properties are in full
compliance with all applicable Environmental Laws, except for such matters which
collectively would not be reasonably likely to have a Material Adverse Effect.

(vii) To the Knowledge of the Company, none of the Properties are listed or
proposed for listing on the National Priorities List, CERCLIS, or any other
federal, state or local list or inventory of actual or potentially contaminated
sites.

(viii) To the Knowledge of the Company, except as disclosed in Section 4(p) of
the Disclosure Schedule, the Company has made no disposal of any Hazardous
Substance, Oil, or Pollutant or Contaminant at any site currently listed
pursuant to 42 U.S.C. Sect. 9605(a)(8)(B) or pursuant to any similar state or
local law identifying hazardous sites.

(ix) The following terms used in this Section 4(p) are defined below:

(A) "Cleanup" means all actions required of the Company by any governmental
agencies or courts with jurisdiction over the Properties to: (A) investigate,
contain, cleanup, remove, treat, or remediate Hazardous Substances, Oils, or
Pollutants or Contaminants released by the Company or discovered at, on, under
or from the Properties into the environment or caused by or arising from the
operations of the Business by the Company; or (B) perform required post-remedial
monitoring and care in connection with any such substances released at, on,
under or from the Properties.

(B) "Environmental Laws" means all applicable foreign, federal, state and local
laws, regulations, statutes, codes, ordinances, and rules relating to pollution
or protection of the environment.

(C) "Environmental Liabilities and Costs" means all legal liabilities,
obligations, and responsibilities of the Company to conduct Cleanup or pay
penalties, assessments, fines, or damages including natural resource damages,
under any Environmental Laws.

(D) "Hazardous Substances, Oils, or Pollutants or Contaminants" means all
chemical substances, oils, pollutants, or contaminants defined as such in the
National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R.
300.5.

(q) Certain Relationships with the Company. Except as disclosed in Section 4(q)
of the Disclosure Schedule, none of Parent or any of its Affiliates (other than
the Company) owns any material asset, tangible or intangible, which is used in
the business of the Company.

(r) Suppliers. Except as disclosed in Section 4(r) of the Disclosure Schedule,
no single supplier or group of affiliated suppliers has supplied the Company
with products which would account for more than ten percent (10%) of its
purchases during any of the Company's last three fiscal years.

(s) Inventories. To the Knowledge of the Company, and subject to such exceptions
which collectively would not be reasonably likely to have a Material Adverse
Effect, (i) the portion of the Company's inventory which consists of food
products complies with all applicable federal laws and regulations and with all
applicable laws and regulations of each of the states of the United States,
including, without limitation, all such laws and regulations relating to the
wholesomeness of food for human consumption and (ii) the condition of the
premises and equipment in or with which such food products inventory has been
processed complies with all such applicable laws concerning cleanliness and
sanitation with respect to premises and equipment processing food for human
consumption.

(t) Insurance. The Company is covered by valid and currently effective insurance
policies issued in favor of Parent, or self-insurance programs, as are listed
and described on Schedule 4(t) of the Disclosure Schedule. Schedule 4(t) of the
Disclosure Schedule also lists (i) all current reserves maintained by the
Company with respect to such insurance policies and self-insured programs as of
January 31, 2003 and (ii) any outstanding claim covered by such insurance
policies or self-insured programs involving actual or alleged losses or
liabilities which exceed, in each instance, $250,000 in incurred value, as
determined by Parent's or the Company's third-party claims administrator.

(u) Securities Law Matters. The Seller is a knowledgeable and sophisticated
investor capable of evaluating the merits and risks of its investment in the
Shares and has the capacity to protect its own interests. The Seller
acknowledges that investment in the Shares involves risks and represents that it
is able to bear the risks of such investment. The Seller is acquiring the Shares
for its own account and not with a view to, or for resale in connection with,
any distribution thereof. The Seller understands that the Shares have not been
registered under the Securities Act and may be resold only in compliance with
the provisions thereof, and that a legend to such effect shall be placed on all
Shares issued to it pursuant to this Agreement.

         EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3 AND THIS SECTION 4, NEITHER
PARENT NOR THE SELLER MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY OF ITS ASSETS,
LIABILITIES, OR OPERATIONS, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE
HEREBY EXPRESSLY DISCLAIMED.

5. Representations and Warranties of the Buyer. The Buyer represents and
warrants to Parent and the Company that as of the date of this Agreement:

(a) Organization of the Buyer. The Buyer is duly organized, validly existing,
and in good standing under the laws of the State of New York.

(b) Authorization of Transaction. The Buyer has full corporate power and
authority to execute and deliver this Agreement and the Ancillary Agreements to
perform its obligations hereunder and to carry on its business as it is now
being conducted and is duly authorized to conduct business and is in good
standing under the laws of each state where such qualification is required,
except where the lack of such qualification would not have a material adverse
effect on the Buyer. The execution and delivery of this Agreement and the
Ancillary Agreements and the consummation of the transactions contemplated
thereby have been duly and validly authorized by the Buyer's Board of Directors
and no other corporate or stockholder proceedings on the part of the Buyer are
necessary to authorize this Agreement and the Ancillary Agreements, the issuance
of the Shares and the consummation of the other transactions contemplated
hereby. This Agreement constitutes, and the Ancillary Agreements when executed
will constitute, the valid and legally binding obligations of the Buyer,
enforceable in accordance with their respective terms and conditions, except as
the enforceability thereof may be limited by any applicable bankruptcy,
reorganization, insolvency, or other laws affecting creditors' rights generally
or by general principles of equity. The Buyer need not give any notice to, make
any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the transactions
contemplated by this Agreement and the Ancillary Agreements other than the
applicable filings under the Hart-Scott-Rodino Act, any filings with the
Securities and Exchange Commission and state securities law agencies with
respect to the issuance of the Shares, the filing of a listing application with
the NASDAQ Stock Market and the filing of the Certificate of Amendment with the
New York Secretary of State.

(c) Noncontravention. Except to the extent set forth on Section 6(b)(ii) of the
Disclosure Schedule, neither the execution and the delivery of this Agreement
and the Ancillary Agreements, nor the consummation of the transactions
contemplated hereby and thereby, (i) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which the Buyer
is subject or any provision of its charter or bylaws or (ii) conflict with,
result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify, or cancel,
or require any notice under any agreement, contract, lease, license, instrument,
or other arrangement to which the Buyer is a party or by which it is bound or to
which any of its assets is subject.

(d) Brokers' Fees. The Buyer has no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement.

(e) Capital Stock. The authorized capital stock of the Buyer consists of
20,000,000 shares of Class A Common Stock, par value Twenty Five Cents ($0.25)
per share ("Class A Common Stock"), 10,000,000 shares of Class B common stock,
par value Twenty Five Cents ($0.25) per share ("Class B Common Stock") and
8,430,000 shares of Preferred Stock, consisting of 200,000 shares of 6%
Cumulative Preferred Stock with a par value of $.25 per share, 30,000 shares of
Preferred Stock without par value, and 8,200,000 shares of Preferred Stock with
a par value of $.025 per share, Class A. As of January 31, 2003, 3,827,468
shares of Class A Common Stock, 2,764,053 shares of Class B Common Stock and
200,000 shares of 6% Cumulative Preferred Stock, 807,240 shares of 10%
Cumulative Convertible Voting Preferred Stock and 3,566,556 shares of
Participating Convertible Preferred Stock were issued and outstanding. An
aggregate of 3,600,251 shares of Class A Common Stock and 33,695 shares of Class
B Common Stock are reserved for issuance upon conversion of the Buyer's
Preferred Stock. The Shares when issued will have the rights and privileges set
forth in the Certificate of Amendment. As of the date of this Agreement, there
are no outstanding subscriptions, options, warrants, rights or other
arrangements or commitments, rights of first refusal, preemptive rights, calls
or rights obligating the Buyer to issue any capital stock or other securities
of, or other ownership interests in, the Buyer, other than as set forth in the
Shareholders Agreement by and among Buyer and certain shareholders comprising
the Wolcott and Kayser families and the Carl Marks Investor Group dated June 22,
1998 (the "Shareholders Agreement"). All outstanding shares of capital stock of
the Buyer are, and the Shares (and any shares of Class A Common Stock issued
upon conversion of the Shares) when issued will be, duly authorized, validly
issued, fully paid and nonassessable and not subject to preemptive rights. There
are no bonds, debentures, notes or other indebtedness of the Buyer having the
right to vote (or convertible into, or exchangeable for, securities having the
right to vote) on any matters on which shareholders of the Buyer may vote. There
are no outstanding obligations of the Buyer to repurchase, redeem or otherwise
acquire any of its securities. The Buyer is not a party to any voting agreement
with respect to its securities except the Shareholders Agreement.

(f) Reports and Financial Statements. The Buyer has filed all reports,
schedules, forms, statement and other documents (including exhibits and other
information incorporated herein) with the SEC required to be filed by the Buyer
since January 1, 1999 (such documents together with any documents filed during
such period by the Buyer with the SEC on a voluntary basis on Current Reports on
Form 8-K, the "Buyer SEC Reports"). As of their respective dates, the Buyer SEC
Reports (i) complied as to form in all material respects with the applicable
requirements of the Securities Act and the Securities Exchange Act and (ii) did
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
provided, that the foregoing clause (ii) shall not apply to the financial
statements included in the Buyer SEC Reports (which are covered by the following
sentence). The audited consolidated financial statements and unaudited
consolidated interim financial statements included in the Buyer SEC Reports
(including any related notes and schedules) fairly present in all material
respects the financial position of the Buyer and its consolidated Subsidiaries
as of the dates thereof and the results of their operations and their cash flows
for the periods then ended (subject, where appropriate, to normal year-end
adjustments), in each case in accordance with GAAP consistently applied during
the periods involved (except as otherwise disclosed in the notes thereto and
except that the unaudited financial statements therein do not contain all of the
footnote disclosures required by GAAP). Since January 1, 1999, the Buyer has
timely filed all material reports, registration statements and other filings
required to be filed by it with the SEC under the rules and regulations of the
SEC.

(g) No Violation of Law. To Buyer's knowledge, the businesses of the Buyer and
its Subsidiaries are not being conducted in violation of any provisions of law
or regulation except (a) as described in any of Buyer SEC Reports and (b) for
violations or possible violations which would not have a material adverse effect
on the Buyer. To Buyer's knowledge, the Buyer has all permits, licenses and
governmental authorizations material to ownership or occupancy of its properties
and assets and the carrying on of its business, except for such permits,
licenses and governmental authorizations, the failure of which to have would not
have a material adverse effect on the Buyer.

(h) Absence of Certain Changes or Events. Other than as disclosed in the Buyer
SEC Reports, since December 28, 2002 and to the date of this Agreement, the
businesses of the Buyer and its Subsidiaries have been conducted in all material
respects in the ordinary course and there has been no material adverse change in
the financial condition, results of operations, or business of the Buyer,
excluding any adverse change resulting from changes in general economic or
industry conditions or changes that are temporary in nature or effect.

(i) Investigations; Litigation. Except as described in any of the Buyer SEC
Reports:

(i) no government entity has notified the Buyer in writing of an intention to
conduct an investigation or review of the Buyer by the government entity, and to
Buyer's knowledge, no investigation or review by any government entity is
pending with respect to the Buyer which would have a material adverse effect on
the Buyer; and

(ii) to Buyer's knowledge, there are no actions, suits or proceedings pending
(or, to the Buyer's knowledge, threatened) against or affecting the Buyer or any
of its properties before any governmental entity, which is reasonably likely to
have a material adverse effect on the Buyer.

(j) No Required Vote of Shareholders. No vote of shareholders of the Buyer is
required by law, by the Certificate of Incorporation or by-laws of the Buyer or
by any agreement to which Buyer is a party in order for the Buyer to consummate
the transactions contemplated hereby.

(k) Material Contracts.

(i) Except as set forth in the Buyer SEC Reports, to Buyer's knowledge, the
Buyer has not received written notice of any material violation or material
default under any material contract (as such term is defined in item 601(b)(10)
of Regulation S-K of the SEC) to which the Buyer is a party.

(ii) Except as set forth in the Buyer SEC Reports, to Buyer's knowledge, the
Buyer is not (i) in violation or default under any contract or agreement that
restricts its ability to compete or otherwise conduct its business as presently
conducted, except for such violations or defaults as would not have a material
adverse effect on the Buyer or (ii) a party to, or bound by, any contract or
agreement that restricts or would restrict the ability of the Buyer or any of
its Subsidiaries from competing or otherwise conducting its business as such
business is conducted on the date of this Agreement, except for such
restrictions that would not have a material adverse effect on the Buyer.

(l) Takeover Statute. The Board of Directors of the Buyer has approved this
Agreement and the transactions contemplated hereby and such approval constitutes
approval of the transactions contemplated hereby by the Board of Directors of
the Buyer under the provisions of Section 912 of the NYBCL, such that the
restrictions of Section 912 of the NYBCL do not apply to this Agreement or the
transactions contemplated hereby. To Buyer's knowledge, no other state takeover
statute is applicable to the transactions contemplated by this Agreement.

(m) Transactions With Affiliates. Other than the transactions contemplated by
this Agreement or except to the extent disclosed in the Buyer SEC Reports or
otherwise disclosed to the Seller, there have been no transactions, agreements,
arrangements or understandings between the Buyer, on the one hand, and the
Buyer's Affiliates or any other Person, on the other hand, that would be
required to be disclosed under Item 404 of Regulation S-K under the Securities
Exchange Act.

(n) Securities Law Matters. The Buyer is a knowledgeable and sophisticated
investor capable of evaluating the merits and risks of its investment in the
Membership Interests and has the capacity to protect its own interests. The
Buyer acknowledges that investment in the Membership Interests involves risks
and represents that it is able to bear the risks of such investment. The Buyer
is acquiring the Membership Interests for its own account and not with a view
to, or for resale in connection with, any distribution thereof. The Buyer
understands that the Membership Interests have not been registered under the
Securities Act and may be resold only in compliance with the provisions thereof.

6. Pre-Closing Covenants. The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing:

(a) General. Each of the Parties will use its commercially reasonable efforts to
take all actions and to do all things necessary, proper, or advisable in order
to consummate and make effective the transactions contemplated by this Agreement
(including satisfaction, but not waiver, of the closing conditions set forth in
Section 8 below). In furtherance of the foregoing: (i) the Buyer shall provide
to Parent and the Seller, on or before the date sixty (60) days after the date
hereof commitment letters reasonably satisfactory to Parent evidencing that the
Buyer has available all financing necessary for it to consummate the
transactions contemplated by this Agreement; (ii) the Buyer, at the Closing,
shall pay off or guarantee the Credit Facility and guarantee any Leases to which
the Company is a party or provide other reasonable financial accommodations if
and as necessary to obtain lender or lessor consents; and (iii) the Buyer shall
take all actions necessary to cause the Shares to be listed for trading on the
NASDAQ National Market System.

(b) Notices and Consents. Parent and the Seller shall give, and cause the
Company to give, any notices to third parties, and will use, and cause the
Company to use, their and its commercially reasonable efforts to obtain any
third party consents, that may be necessary to permit Parent and the Seller to
effectuate the transactions contemplated by this Agreement. A listing of such
required notices and consents is set forth at Section 6(b)(i) of the Disclosure
Schedule. The Buyer shall give any notices to third parties, and will use its
commercially reasonable efforts to obtain any third party consents, that may be
necessary to permit the Buyer to effectuate the transactions contemplated by
this Agreement. A listing of such required notices and consents is set forth at
Section 6(b)(ii) of the Disclosure Schedule. Each of the Parties shall (and
Parent will cause the Company to) give any notices to, make any filings with,
and use its commercially reasonable efforts to obtain any required
authorizations, consents, and approvals of governments and governmental agencies
in connection with the transactions contemplated by this Agreement. Without
limiting the generality of the foregoing, each of the Parties shall (i) take all
action necessary, as soon as reasonably practicable but not later than ten (10)
days after the date hereof, to make the filings required of the Buyer and the
Seller (or the "ultimate parent entity" of such party) under the
Hart-Scott-Rodino Act to consummate the transactions contemplated by this
Agreement, and (ii) use their commercially reasonable efforts to obtain early
termination of the waiting period thereunder. The Buyer shall pay all filing
fees payable in connection with its pre-merger notification filing under the
Hart-Scott-Rodino Act.

(c) Operation of Business. Except as expressly contemplated by this Agreement or
otherwise consented to by the Buyer in writing (which consent shall not be
unreasonably withheld or delayed), the Company shall:

(i) conduct the Business in all material respects only in the usual, regular,
and ordinary course in substantially the same manner as heretofore conducted
(including, without limitation restoring operations at the plants at Gillett,
Wisconsin and Coleman, Wisconsin and to relocate its corn operations from Salem,
Oregon to Walla Walla, Washington and its root vegetable operations from Salem,
Oregon to Ripon, Wisconsin (collectively, the "Contemplated Actions"));

(ii) maintain in all material respects all of the Assets in their present
condition, except for ordinary wear and tear and damage by unavoidable casualty;

(iii) keep in full force and effect insurance comparable in amount and scope of
coverage to that now carried with respect to the Business;

(iv) perform in all material respects its obligations under the Contracts;

(v) maintain the books of account and records of the Business in the usual,
regular, and ordinary manner;

(vi) comply in all material respects with all Permits, Environmental Laws,
statutes, laws, ordinances, rules, and regulations applicable to the conduct of
the Business;

(vii) except as set forth in Section 6(c)(vii) of the Disclosure Schedule or
Schedule III, and except as set forth in Section 6(c)(xiii) of this Agreement,
not enter into any employment agreement or commitment to employees of the
Business or effect any increase in the compensation or benefits payable, or to
become payable, to any officers, director, or employee of the Business other
than increases in the ordinary course of business;

(viii) not create or permit the creation of any Encumbrance on the Assets, other
than Permitted Encumbrances;

(ix) not enter into or modify any Contract obligating the Company to purchase
goods or services for a period of ninety (90) days or more, or sell, lease,
license, or otherwise dispose of any Asset (other than dispositions of obsolete
Assets and inventory in the ordinary course of business) or acquire any
substantial assets other than replacement assets, machinery, equipment,
vehicles, furniture, furnishings, inventory, and supplies to be used in the
Business or make any capital expenditures in excess of $1,000,000 (provided that
nothing herein shall prohibit the Company from taking actions, consistent with
its past practices, to prepare for the 2003 pack (including entering into
commitments to sell product or to acquire cans, raw products, boxes, and other
items for the 2003 pack), or from taking actions or entering into commitments
that do not materially affect the Company's business or from incurring capital
expenditures and/or costs and expenses in connection with the Contemplated
Actions which in all events shall not involve a contractual commitment extending
beyond 12 months);

(x) not take any action with respect to, or make any material change in its
accounting policies or procedures, except as may be required by changes in GAAP
upon the advice of its independent accountants;

(xi) not amend its Certificate of Formation or Operating Agreement, issue any
membership interest or other equity security or make any distributions;

(xii) not engage in any material transaction with Parent or any of its
Subsidiaries or make any payments thereto other than payments of the nature
described in Section 4(h)(x) of the Disclosure Schedule made in the ordinary
course of business consistent with past practices or as specifically required by
this Agreement;

(xiii) not without the consent of the Buyer enter into any agreement of any
nature whatsoever that would impose on the Company and/or the Buyer any
liability or obligation or commitment of any nature whatsoever with any
certified bargaining representative of any of the employees who work for or in
connection with the business if such liability or obligation or commitment would
exist after the Closing, except the Company shall be free to fulfill any legal
obligation it has to negotiate with such certified bargaining representative,
provided it obtains the consent of the Buyer to any agreements that are made
before the Company makes any commitments that will be binding on the Company
and/or the Buyer after the Closing; or

(xiv) not authorize or enter into any commitment with respect to any of the
matters described in (vii)-(xiii) above.

(d) Access.

(i) Subject to the last sentence of Section 6(d)(ii), the Seller will permit,
and Parent and Seller will cause the Company to permit, representatives of the
Buyer, upon providing reasonable advance notice, to have access at all
reasonable times during normal business hours, and in a manner so as not to
interfere with the normal business operations of the Company, to all premises,
properties, personnel, books, records (including tax records, financial records
of the Company from the Company's accountants, and environmental surveys,
studies, and reports), contracts, and documents of or pertaining to the
Business; provided, however, that, to the extent that the Buyer conducts any
environmental review of the Owned Real Property or the Leased Real Property,
such review shall be conducted, at the Buyer's sole expense, in accordance with
a mutually acceptable site access and confidentiality agreement among the
Parties, and only after the prior approval of the Seller and Parent, and shall
not include, without the Seller's and Parent's prior approval, any drilling or
sampling (with all such prior approvals by Seller and Parent not to be
unreasonably withheld, conditioned or delayed). The Seller shall have the
option, but not the obligation, to receive copies of all non-privileged reports
generated or data collected by the Buyer or its representatives in conducting
any environmental review of the Owned Real Property or the Leased Real Property,
and upon the Seller's request, the Buyer shall have the obligation to provide
the Seller with copies of all non-privileged reports generated or data collected
by the Buyer or its representatives in conducting any environmental review of
the Owned Real Property or the Leased Real Property. The information to be
provided to the Buyer hereunder shall include (i) the Company's audited
financial statements for the calendar year period ended December 31, 2002 as
soon as such audited financial statements are available, and (ii) the Company's
unaudited monthly financial statements for each month of the current calendar
year as soon as reasonably practicable after such financial statements are
available.

(ii) Any and all information (which shall be deemed to include, without
limitation, all environmental surveys, studies, and reports) that the Buyer
receives from Parent or the Seller shall be subject in all respects to strict
compliance with the terms and conditions of the Confidentiality Agreement dated
as of October 22, 2002 by and between Parent and the Buyer (the "Confidentiality
Agreement"). In the course of the reviews contemplated by this Section 6(d), the
Buyer will not use any of the information except as expressly permitted by the
Confidentiality Agreement, and, if this Agreement is terminated for any reason
whatsoever, will return to Parent or the Seller, as the case may be, all
tangible embodiments (and all copies) of such information which are in its
possession. Parent and the Seller shall be entitled to withhold Confidential
Information or access from Buyer upon written advice of counsel that the
disclosure of such Confidential Information to Buyer could result in the
violation by Parent or the Seller of state or federal law or an applicable
confidentiality agreement with a third party; and in such event, the Parties
shall endeavor to agree upon such arrangements as are reasonably acceptable to
the Parties and their counsel pursuant to which as much of such Confidential
Information as can be lawfully provided to Buyer is so provided (which shall, in
any event, include all information that is required to be disclosed under the
provisions of Section 6(e) below).

(e) Supplements to Disclosure Schedule. If the Seller or Parent becomes aware
of, or there occurs after the date of this Agreement, any fact or condition that
constitutes a breach of any representation or warranty made by the Seller or
Parent in Section 3 or Section 4 above that is qualified by materiality or a
material breach of any representation or warranty made by the Seller or Parent
in Section 3 or Section 4 above that is not so qualified, or if any fact or
condition, either currently existing or hereafter occurring, requires any
material change in the Disclosure Schedule delivered to the Buyer at the time of
execution of this Agreement, the Seller or Parent will deliver to the Buyer at
or before the Closing a supplement to the Disclosure Schedule specifying any
needed change. The Buyer may terminate this Agreement pursuant to Section
11(a)(iii) following its receipt of any such supplement describing a fact or
condition having a Material Adverse Effect but if the Buyer consummates the
transactions contemplated by this Agreement following its receipt of any such
supplement, the Buyer shall not be entitled to indemnification under Section
9(b) for any matter described in any such supplement.

(f) No Solicitation. Unless this Agreement shall have been terminated pursuant
to Section 11 below, neither Parent nor the Seller shall, directly or indirectly
through any officer, director, employee, agent, affiliate, or otherwise, enter
into any agreement, agreement in principle, or other commitment (whether or not
legally binding) relating to a Competing Transaction or solicit, initiate, or
encourage the submission of any proposal or offer from any person or entity
relating to any Competing Transaction, nor participate in any discussions or
negotiations regarding, or furnish to any other person or entity any information
with respect to, or otherwise cooperate in any way with, or assist or
participate in, facilitate, or encourage, any effort or attempt by any other
person or entity to effect a Competing Transaction. Parent and the Seller shall
immediately cease any and all contacts, discussions, and negotiations with third
parties regarding any Competing Transaction.

(g) Pre-Closing Transactions. Immediately prior to the Closing, Seller will
contribute to the capital of the Company all accounts payable by the Company to
Seller or any of its Affiliates, which shall be in an aggregate amount of not
less than $10,000,000.

(h) Tax Matters. The Seller shall cause any tax sharing agreement or other
similar arrangements with respect to or involving the Company to be terminated
as to the Company on the Closing Date so that after the Closing Date, the
Company shall not be bound thereby or have any liability thereunder for amounts
due in respect to periods prior to or including the Closing Date.

(i) Tax Treatment of Transaction. The Parent, Seller and Buyer agree that the
transactions contemplated hereunder will be treated as an asset sale for federal
income tax purposes.

(j) Distribution from Master Pension Benefit Trust. As promptly as practicable
after the date of this Agreement, Chiquita Brands, Inc., a Subsidiary of Parent,
will initiate an equitable separation of the assets of its master pension
benefit trust into two trusts--one for the assets attributable to the Retirement
Plan for Salaried Tropical Employees of Chiquita Brands, Inc. (a subsidiary of
Chiquita Brands International, Inc.) and one for the assets attributable to the
four Employee Pension Benefit Plans sponsored by the Company. Such separation of
assets will be completed effective upon the Closing. In the division of the
common investments of the master trust there shall be allocated, between the two
separate trusts, assets having a fair market value at the time of separation
equal to the value of the master trust assets identified with the respective
plans the assets of which are being transferred to the separate trusts.

(k) Physical Inventory. The Seller shall cause the Company to conduct a physical
inventory count as of March 31, 2003 of inventory quantities on hand at all
physical locations where the Company's inventory is located in accordance with
the Company's past practices for physical inventory counts. The Buyer and its
representatives may observe this physical inventory count and, to the extent
that the Buyer reasonably deems necessary, make sample counts of inventory on
hand and conduct other procedures as necessary to verify that inventory
quantities are consistent with book inventory as of March 31, 2003. The Seller
shall cause the Company to compile a cost valuation of the physical inventory
count as of March 31, 2003 determined in accordance with the inventory cost by
SKU contained in the 50 page inventory cost document dated December 23, 2002
previously provided by the Seller to the Buyer, and the recorded inventory
balance in the Company's general ledger and inventory perpetual record systems
as of March 31, 2003 shall be adjusted to the such valuation of the physical
inventory count quantities as of March 31, 2003, after taking into consideration
all appropriate reserves for obsolescence, surplus and damage. The Buyer shall
reimburse the Seller for any incremental costs incurred by Parent, the Seller or
(if the Closing does not occur) the Company in connection with the actions
required by this Section 6(k).

(l) Pack Agreement. The Buyer shall, and the Seller shall cause the Company to
negotiate in good faith and enter into the Pack Agreement on terms reasonably
acceptable to both parties as promptly as possible after the execution hereof.

7. Post-Closing Covenants. The Parties agree as follows with respect to the
period following the Closing.

(a) General. In case at any time after the Closing any further action is
necessary to carry out or give effect to the purposes of this Agreement each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under Section 9 below).

(b) Litigation Support; Business Records.

(i) In the event and for so long as any Party actively is contesting or
defending against any action, suit, proceeding, hearing, investigation, charge,
complaint, claim, or demand in connection with (A) any transaction contemplated
under this Agreement or (B) any fact, situation, circumstance, status,
condition, activity, practice, plan, occurrence, event, incident, action,
failure to act, or transaction on or prior to the Closing Date involving the
Company, each of the other Parties shall cooperate with such Party and its
counsel in the defense or contest, make available their personnel, and provide
such testimony and access to their books and records as shall be reasonably
necessary in connection with the defense or contest, all at the sole cost and
expense of the contesting or defending Party (unless the contesting or defending
Party is entitled to indemnification therefor under Section 9 below).

(ii) The Buyer acknowledges that business records of the Company relating to the
operations of the Business prior to the Closing will be retained by the Company
and that Parent and the Seller may from time to time require access to or copies
of such records in connection with tax matters, litigation claims, and other
matters arising with respect to the operations of the Company prior to the
Closing. The Buyer agrees that, upon reasonable prior notice from Parent and/or
the Seller, the Buyer will, during normal business hours, provide, and cause the
Company to provide, Parent and/or the Seller with access to (including office
space), and (at Parent's expense) copies of, such records for such purposes. The
Seller and Parent agree to hold any confidential information so provided in
confidence and to use such information only for the purposes described above. In
addition to the provisions of Section 10(g)(i) below, the Buyer agrees that it
will not, and will not permit the Company to, within seven (7) years after the
Closing, destroy any material records of the Business prepared prior to the
Closing without first notifying Parent and affording it the opportunity to
remove or copy them.

(c) Insurance. Effective as of the Closing, the Parties acknowledge and agree
that the Company's current insurance coverages (all of which are provided under
a comprehensive insurance program maintained by Parent and its Affiliates) and
self-insurance programs will terminate, and the Buyer shall be required to
obtain and maintain new insurance coverages for the Company and the Company's
assets and activities; provided, that nothing in this Agreement shall preclude
or limit the Buyer's or the Company's right to tender to Parent's insurance
carriers claims relating to events arising prior to the Closing Date or to
tender incurred but not yet reported claims as of the Closing Date. Parent and
the Seller agree to cooperate with the Buyer and the Company in submitted any
such claims relating to events arising prior to the Closing Date. The Buyer will
cause the Company from and after the Closing, to continue to reimburse Parent
and the Seller for claims payments made to GAB Robins, North America, a third
party claims administrator for the insurer, or otherwise for amounts paid by it
in respect of workers' compensation, employer's liability, truck/automotive
liability, general and product liability, employment practices liability,
fiduciary liability and other claims against the Company that are within the
deductible or self-insured amounts applicable to insurance programs covering the
Company with respect to pre-Closing occurrences. Payments must be reimbursed to
Parent or the Seller within thirty (30) days of any such payment made by either
of them to GAB Robins, North America or other claims administrator. Monthly loss
data will continue to be provided by the Seller. The Company has a current
listing of all reported claims. The Buyer will cooperate, and cause the Company
to cooperate, with the Seller, its insurers and third party administrators with
respect to claims arising prior to the Closing.

(d) Use of "Chiquita" Trademark. The Company shall be permitted to use the
"Chiquita" trademark only on canned goods existing in its inventory, and with
respect to any labels existing in its inventory, until such time as the Company
has disposed of such inventory, provided that the Buyer shall cause the Company
to discontinue use of such labels as promptly as commercially practicable. The
Company shall have three (3) months after the Closing Date to remove and dispose
of any "Chiquita" signage located at any of its facilities. As promptly as
practicable after the Closing, the Buyer shall change the name of the Company to
a name not including "Chiquita" or any derivation or variation thereof.

8. Conditions to Obligation to Close.

(a) Conditions to Obligation of the Buyer. The obligation of the Buyer to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:

(i) the representations and warranties set forth in Sections 3 and 4 that are
qualified with reference to materiality shall be true and correct (without
giving effect to any supplement to the Disclosure Schedule as provided under
Section 6(e) above), and the representations and warranties that are not so
qualified shall be true and correct in all material respects (without giving
effect to any supplement to the Disclosure Schedule as provided under Section
6(e) above), at and as of the Closing Date, provided that, for purposes of this
Section 8(a)(i), the amount specified in Section 4(h)(v) shall be $1,000,000.

(ii) Parent and the Seller shall have performed and complied with all of their
respective covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order, decree or ruling in
effect preventing consummation of any of the transactions contemplated by this
Agreement, and there shall be no pending action or proceeding brought by a
governmental authority seeking to enjoin any of the transactions contemplated by
this Agreement;

(iv) Parent and the Seller shall have delivered to the Buyer a certificate
signed by officers of each to the effect that each of the conditions specified
above in Section 8(a)(i)-(iii), as applies separately with respect to each of
Parent and the Company, to the knowledge of such officers, is satisfied in all
respects;

(v) all applicable waiting periods (and any extensions thereof) under the
Hart-Scott-Rodino Act shall have expired or otherwise been terminated;

(vi) the consents, releases and permits set forth on Section 8(a)(vi) of the
Disclosure Schedule shall have been obtained;

(vii) the Buyer shall have received: (A) duly executed originals of the
Ancillary Agreements; and (B) current certificates of good standing from
Parent's and the Company's jurisdictions of organization, resolutions of their
respective Boards of Directors or Managers (certified by an officer of Parent or
the Seller, as applicable) authorizing the execution and delivery of this
Agreement and other documents and agreements contemplated hereby and
consummation of the transactions contemplated hereby and thereby, and (C) an
incumbency certificate of the officers of Parent and the Seller executing any or
all of this Agreement or any documents or agreements executed in connection
herewith or therewith; and

(viii) all actions to be taken by Parent and the Seller in connection with
consummation of the transactions contemplated hereby shall have been completed
to the reasonable satisfaction of the Buyer.

The Buyer may waive any condition specified in this Section 8(a) if it executes
a writing so stating at or prior to the Closing. The Parties specifically agree
that it shall not be a condition to the Buyer's obligations that the Buyer shall
have obtained any financing necessary for it to consummate the transactions
contemplated by this Agreement..

(b) Conditions to Obligation of the Parent and Seller. The obligations of the
Seller and Parent to consummate the transactions to be performed by Parent and
the Seller in connection with the Closing are subject to satisfaction of the
following conditions:

(i) the representations and warranties set forth in Section 5 that are qualified
with reference to materiality shall be true and correct, and the representations
and warranties that are not so qualified shall be true and correct in all
material respects, at and as of the Closing Date;

(ii) the Buyer shall have performed and complied with all of its covenants
hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order, decree or ruling in
effect preventing consummation of any of the transactions contemplated by this
Agreement, and there shall be no pending action or proceeding brought by a
governmental authority seeking to enjoin any of the transactions contemplated by
this Agreement;

(iv) the Buyer shall have delivered to the Seller a certificate signed by one of
its officers to the effect that each of the conditions specified above in
Section 8(b)(i)-(iii), to the knowledge of such officer, is satisfied in all
respects;

(v) all applicable waiting periods (and any extensions thereof) under the
Hart-Scott-Rodino Act shall have expired or otherwise been terminated;

(vi) the consents, releases and permits set forth on Section 8(a)(vi) of the
Disclosure Schedule shall have been obtained;

(vii) Parent and the Seller shall have received: (A) a duly executed original of
the Ancillary Agreements; and (B) a current certificate of good standing from
the Buyer's jurisdiction of organization, resolutions of the Buyer's Board of
Directors (certified by an officer of the Buyer) authorizing the execution and
delivery of this Agreement and other documents and agreements contemplated
hereby and consummation of the transactions contemplated hereby and thereby, and
(C) an incumbency certificate of the officers of the Buyer executing any or all
of this Agreement or any documents or agreements executed in connection herewith
or therewith;

(viii) the Seller shall have received (A) an agreement substantially in the form
of Exhibit C hereto executed by the Carl Marks shareholders and the Buyer
amending their registration rights so as to avoid any conflict with the rights
of the Seller under the Registration Rights Agreement, and (B) the Seller shall
have received Subordination Agreements executed by the shareholders of the Buyer
named therein; and

(ix) all actions to be taken by the Buyer in connection with consummation of the
transactions contemplated hereby shall have been completed to the reasonable
satisfaction of Parent and the Seller.

The Seller may waive any condition specified in this Section 8(b) if it executes
a writing so stating at or prior to the Closing.

9. Survival of Representations, Warranties and Covenants; Indemnification.

(a) Representations, Warranties and Covenants. The covenants contained in this
Agreement shall survive the Closing Date without limitation. The representations
and warranties contained herein shall survive the Closing Date for a period of
two (2) years; provided that the representations and warranties contained in
Section 4(j) shall survive until the expiration of all applicable statutes of
limitations, and the representations and warranties contained in Section 4(p)
shall survive for a period of seven (7) years and six (6) months. Any matter as
to which a claim has been asserted by notice to the other party received before
such date that is pending or unresolved at the end of any applicable limitation
period shall continue to be covered by Section 9 notwithstanding any applicable
statute of limitations (which the parties hereby waive) until such matter is
finally terminated or otherwise resolved by the parties or by a court of
competent jurisdiction and any amounts payable hereunder are finally determined
and paid.

(b) Indemnification by the Seller and Parent. Parent and the Seller, jointly and
severally, shall defend, indemnify, and hold harmless the Buyer and the Company,
each of their successors and assigns and each of their officers, directors,
shareholders, affiliates, employees, and agents (collectively, the "Buyer
Indemnitees") from and against any and all Losses (including those incurred in
connection with the defense or prosecution of an indemnifiable claim and those
incurred in connection with the enforcement of this provision) (collectively,
"Buyer Losses") caused by, based upon, resulting from, or arising out of:

(i) any breach of a representation or warranty hereunder (as supplemented as
permitted by Section 6(e)) on the part of Parent or the Seller;

(ii) any failure by Parent or the Seller to perform or otherwise fulfill any
covenant, provision, undertaking, or other agreement or obligation of it
hereunder;

(iv) any liability of the Company or the Buyer arising under or with respect to
(A) any ERISA Affiliate Pension Plan, (B) any ERISA Affiliate Health Plan, (C)
Parent's Capital Accumulation Plan or (D) Parent's Deferred Compensation Plan;
and

(v) any and all actions, suits, proceedings, claims, and demands incident to any
of the foregoing or such indemnification.

(c) Indemnification by the Buyer. The Buyer shall defend, indemnify, and hold
harmless Parent and the Seller, each of their successors and assigns and each of
their officers, directors, shareholders, affiliates, employees, and agents
(collectively, the "Parent Indemnitees") from and against any and all Losses
(including those incurred in connection with the defense or prosecution of the
indemnifiable claim and those incurred in connection with the enforcement of
this provision) (collectively, "Parent Losses"), caused by, based upon,
resulting from, or arising out of:

(i) any breach of a representation or warranty hereunder on the part of the
Buyer;

(ii) any failure by the Buyer to perform or otherwise fulfill any covenant,
provision, undertaking, or other agreement or obligation of it hereunder;

(iii) any inspections or test of, or the entry onto, any Owned Real Property or
Leased Real Property by the Buyer or its representatives and agents prior to
Closing;

(iv) any use by the Company after the Closing of the name "Chiquita" in any form
or any "Chiquita" trademark, including without limitation any such use permitted
by Section 7(d); and

(v) any and all actions, suits, proceedings, claims, and demands incident to any
of the foregoing or such indemnification.

(d) Procedure for Claims By Third Parties.

(i) The rights and obligations of a party claiming a right to indemnification
hereunder (each, an "Indemnitee") from a party to this Agreement (each, an
"Indemnitor") in any way relating to a third party claim shall be governed by
the following provisions of this Section 9(d):

(A) The Indemnitee shall give prompt written notice to the Indemnitor of the
commencement of any claim, action, suit, or proceeding, or any threat thereof,
or any state of facts which Indemnitee determines will give rise to a claim by
the Indemnitee against the Indemnitor based on the indemnity agreements
contained in this Agreement setting forth, in reasonable detail, the nature and
basis of the claim and the amount thereof, to the extent known, and any other
relevant information in the possession of the Indemnitee (a "Notice of Claim").
The Notice of Claim shall be accompanied by any relevant documents in the
possession of the Indemnitee relating to the claim (such as copies of any
summons, complaint, or pleading which may have been served or any written demand
or document evidencing the same). No failure to give a Notice of Claim shall
affect, limit, or reduce the indemnification obligations of an Indemnitor
hereunder, except to the extent such failure actually prejudices such
Indemnitor's ability successfully to defend the claim, action, suit, or
proceeding giving rise to the indemnification claim.

(B) In the event that an Indemnitee furnishes an Indemnitor with a Notice of
Claim, then upon the written acknowledgment by the Indemnitor given to the
Indemnitee within 30 days of receipt of the Notice of Claim, stating that the
Indemnitor is undertaking and will prosecute the defense of the claim under such
indemnity agreements and confirming that as between the Indemnitor and the
Indemnitee, the claim covered by the Notice of Claim is subject to this Section
9 (without admitting responsibility to indemnify therefor) (an "Indemnification
Acknowledgment"), then the claim covered by the Notice of Claim may be defended
by the Indemnitor, at the sole cost and expense of the Indemnitor; provided that
the Indemnitee is authorized to file any motion, answer, or other pleading that
may be reasonably necessary or appropriate to protect its interests during such
30 day period. However, in the event the Indemnitor does not furnish an
Indemnification Acknowledgment to the Indemnitee, the Indemnitee may, upon
written notice to the Indemnitor, assume the defense (with legal counsel chosen
by the Indemnitee) and dispose of the claim, at the sole cost and expense of the
Indemnitor. Notwithstanding receipt of an Indemnification Acknowledgment, the
Indemnitee shall have the right to employ its own counsel in respect of any such
claim, action, suit, or proceeding, but the fees and expenses of such counsel
shall be at the Indemnitee's own cost and expense.

(C) The Parties agree to render to each other such assistance as they may
reasonably require of each other in order to ensure the proper and adequate
defense of any such claim, action, suit, or proceeding. Subject to the
Indemnitor furnishing the Indemnitee with an Indemnification Acknowledgment in
accordance with Section 9(d)(i)(B), the Indemnitee shall cooperate with the
Indemnitor and provide such assistance, at the sole cost and expense of the
Indemnitor, as the Indemnitor may reasonably request in connection with the
defense of any such claim, action, suit, or proceeding, including, but not
limited to, providing the Indemnitor with access to and use of all relevant
corporate records and making available its officers and employees for
depositions, pre-trial discovery, and as witnesses at trial if required. In
requesting any such cooperation, the Indemnitor shall have due regard for, and
attempt not to be disruptive of, the business and day-to-day operations of the
Indemnitee and shall follow the requests of the Indemnitee regarding any
documents or instruments which the Indemnitee believes should be given
confidential treatment.

(ii) The Indemnitor shall not make or enter into any settlement of any claim,
action, suit, or proceeding which Indemnitor has undertaken to defend, without
the Indemnitee's prior written consent (which consent shall not be unreasonably
withheld or delayed), unless there is no obligation, directly or indirectly, on
the part of the Indemnitee to contribute to any portion of the payment for any
of the Losses, the Indemnitee receives a general and unconditional release with
respect to the claim (in form, substance and scope reasonably acceptable to the
Indemnitee), there is no finding or admission of any violation of law by, or
material adverse effect on, any other material claim that may be made against,
the Indemnitee.

(e) Procedure for Claims Between the Parties. Upon obtaining knowledge of a Loss
that shall entitle an injured party to indemnification hereunder which does not
arise from a third party claim, the injured party shall deliver a Notice of
Claim to the indemnifying party. The Notice of Claim shall state in reasonable
detail the nature and estimated amount of any such Loss giving rise to the right
of indemnification hereunder. The Indemnitor shall have 30 days after receipt of
a Notice of Claim to respond to such Notice of Claim stating whether or not it
disputes its liability or the amount thereof, and the basis for any objection.
If the indemnifying party fails to respond to such Notice of Claim within such
30 day period, the indemnifying party shall be deemed to have acknowledged its
responsibility for such Loss, and in such event, or if the indemnifying party
does not dispute its liability, then the indemnifying party shall pay and
discharge any such Loss which is not contested within 45 days after receipt of
such Notice of Claim. If the Indemnitor disputes its liability, then the
Indemnitee reserves all its right to seek recovery from the Indemnitor pursuant
to this Agreement, and Indemnitee reserves all of its defenses.

(f) Exclusive Remedy. The Buyer, Parent, and the Seller acknowledge and agree
that the foregoing indemnification provisions in this Section 9 shall be the
exclusive remedy of the Buyer, Parent, and the Seller with respect to the
transactions contemplated by this Agreement, other than for fraud.

(g) Limits on Indemnification.

(i) Parent's and the Seller's obligation to indemnify for Buyer Losses under
Section 9(b)(i) of this Agreement (A) shall accrue only if the aggregate of all
such Buyer Losses exceeds One Million Dollars ($1,000,000) (the "Seller Basket")
and then Parent shall be liable for all such Buyer Losses only to the extent
that such Buyer Losses exceed such amount and (B) shall be limited in the
aggregate to Forty Million Dollars ($40,000,000) (the "Cap").

(ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i)
above shall accrue only if the aggregate of all such Parent Losses exceeds One
Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be
liable for all such Parent Losses only to the extent that such Parent Losses
exceed such amount.

(iii) To the extent that any indemnified claim is covered by insurance held by
an Indemnitee, then without limiting the other limitations set forth in this
Section 9, such Indemnitee shall be entitled to indemnification hereunder only
with respect to the amount of Losses that are in excess of the cash proceeds
actually received by the Indemnitee pursuant to such insurance. If the
Indemnitee receives such cash insurance proceeds, then the amount payable by the
Indemnitor pursuant to such claim shall be reduced by the amount of such
proceeds, whether such proceeds were received prior to or after the time such
claim is paid. Each Party hereby agrees to file claims under any of its
insurance policies covering claims to the same extent that such Party would
normally file claims under its insurance policies in the ordinary course of
business.

(iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect
or consequential damages (unless actually payable to a third party).

10. Tax Indemnification and Allocation.

(a) The Seller's Tax Indemnity; Indemnification for Tax Obligations. To the
extent not reserved against in the Company's books and records at the Closing
Date, Parent and the Seller jointly and severally, shall indemnify and hold
harmless the Company and each of its respective officers, directors, employees,
agents and successors and assigns, from and against all Taxes related to the
Business or the Company including, without limitation, all assessments and
adjustments from audits by Tax authorities (i) with respect to all periods
ending on or prior to the Closing Date, (ii) with respect to any period
beginning before the Closing Date and ending after the Closing Date, but only
with respect to the portion of such period up to and including the Closing Date
(such portion, as defined below, a "Pre-Closing Partial Period"), and (iii) of
Parent, the Seller and any other entity which is or has been affiliated with
Parent or the Seller or any of their Subsidiaries, as a result of Regulation
Sect. 1.1502-6(a) or otherwise due to the affiliated relationship. Parent and
the Seller shall be entitled to any net refunds of Taxes (including interest
thereon less any Taxes payable by the Company or any Subsidiary thereof and less
the costs of collection) with respect to the periods described in clauses (i)
and (ii) above, as limited below.

                  Parent and the Seller's indemnity obligations to pay Taxes
under this Section 10(a) (whether arising before, on or after the Closing and
whether paid with Tax Returns when due or as the result of audits or
assessments) shall be after the application (only if required to be applied to
the Tax being indemnified) of all applicable credits, loss deductions,
allowances or exemptions related to the Company which credits, loss deductions,
allowances or exemptions arose in the period ending on or prior to the Closing
Date or in the Pre-Closing Partial Period and are available to reduce the Tax
deficiency for which Parent or the Seller have an indemnification obligation(s).
In addition to the foregoing, Parent and the Seller shall, jointly and
severally, indemnify and hold harmless the Company from and against any and all
attorneys' fees and expenses incurred by any of them with respect to the
matters, as incurred, covered by such indemnity and/or the enforcement thereof.

(b) Buyer's Indemnity. The Buyer shall, and shall cause the Company to, jointly
and severally, indemnify and hold harmless Parent and the Seller and each of its
officers, directors, employees and agents and successors and assigns, from and
against all (i) Taxes of the Company or related to the Business with respect to
periods beginning after the Closing Date; and (ii) Taxes that are related to the
operations of the Company with respect to any period beginning before the
Closing Date and ending after the Closing Date but only with respect to Tax
Liability accrued after the Pre-Closing Partial Period.

(c) Transfer Tax Liability. All sales, use or transfer taxes (excluding any
income, capital gains or similar tax) arising as a result of the transactions
described herein shall be paid by the Buyer or the Company.

(d) Tax Allocation Between Partial Periods. For purposes of this Agreement, any
Tax attributable to a period beginning before the Closing Date and ending after
the Closing Date, shall be apportioned between the Pre-Closing Partial Period
and the period following the Closing Date (a "Post-Closing Partial Period"),
based on the actual activities, property owned, taxable income or taxable loss
of the Company during such Pre-Closing Partial Period and such Post-Closing
Partial Period.

(e) Filing of Tax Returns. To the extent permitted by law, Parent and the Seller
shall include the Company, reflecting its activities up to and including the
Closing Date, in the consolidated federal and consolidated, combined or unitary
state income Tax Returns required to be filed by Parent, the Seller and their
Affiliates for periods prior to and including the Closing Date (the "Final
Pre-Closing Income Tax Returns"). The Buyer shall, and shall cause the Company
to, prepare all Tax Returns, other than with respect to income Taxes, required
to be filed by the Company after the Closing Date, provided that the Buyer and
Company shall not incur liability to the Seller or Parent for any inadvertent
failure to prepare any state and local Tax Returns which, in the aggregate, are
immaterial.

                  The Buyer and the Company shall prepare and file such Tax
Returns (other than those with respect to income Taxes) on a basis consistent
with past practices and shall not make or change any election applicable to the
Company without Parent's written consent.

(f) Post-Closing Audits and Other Procedures.

(i) Parent and the Seller, on the one hand, and the Buyer and the Company, on
the other hand, agree to give prompt notice to each other of any proposed
adjustment to Taxes for periods ending on or prior to the Closing Date or any
Pre-Closing Partial Period.

(ii) Parent and the Seller shall have the right to (i) control the conduct of
any audit, proceeding or controversy that involves Tax liability for which
Parent or the Seller must indemnify the Company under Section 10(a) reported on
a Tax Return prepared by Parent, the Seller or the Company and (ii) Parent or
the Seller may settle any such audit, proceedings or controversy described in
clause (i).

(iii) The Buyer and the Company shall have the right to control, negotiate,
settle and/or dispute any audits, proceedings or controversy not described in
Section 10(f)(ii).

(g) Cooperation.

(i) Parent and the Seller, on the one hand, and the Buyer and the Company, on
the other hand, hereby agree to make available to the other party for inspection
and copying all books of accounts, records, and supporting records and data as
may be necessary for the other to file or lodge any Tax Return or other reports
required by any government body or to support any Tax Return or report or audit
related to the operations of the Company before, or arising out of, the Closing
and the transactions occurring pursuant to the Agreement. The obligation to
retain records and make them available shall continue until the expiration of
the statutory period of limitation for the assessment of Taxes shall have closed
in respect of periods for which the records shall have been retained but in no
event sooner than seven (7) years from the Closing Date.

(ii) Buyer and the Company hereby acknowledge that Parent and the Seller will be
required to file certain Tax Returns and reports concerning the Company with the
United States Internal Revenue Service and with the various states. Such Tax
Returns and reports may include full year information for any partial year that
the Seller owned issued membership interests or stock of the Company. Such
information shall include, but is not limited to, Closing Date financial
statements and the so-called "T" schedules customarily required by Parent's Tax
Department for the year of the Closing both as of the Closing Date and, if
requested by Parent's Tax Department in writing, full year "T" schedules.

(iii) Parent and the Seller, on the one hand, and Buyer and the Company (as the
case may be), except as expressly provided otherwise herein, on the other hand,
shall each be responsible for their own costs and expenses incurred or arising
as a result of the performance of their respective obligations under this
Section 10.

(iv) Notwithstanding anything to the contrary herein, in accordance with the
"Alternative Procedure" set forth in Section 5 of the Internal Revenue Procedure
96-60, 1996-2 CB 399, the Buyer and the Company agree that Parent and the Seller
shall be relieved of their duty to furnish Internal Revenue Service Forms W-2 to
those employees of the Company, who become or remain employees of the Company
after the Closing Date, and that the Company or its successors shall complete
such Forms W-2 for the entire calendar year of 2002. All salaries, wages or
other sums paid to such employees by the Seller, or its successors and all
relating withholdings of taxes and other items reported on the Forms W-2 shall,
for purposes of reporting on the Forms W-2, be deemed to have been paid by the
Company or its successors.

(h) No Duplicative Recovery. To the extent that Parent and the Seller have an
obligation to indemnify the Buyer under this Section 10, the amount paid related
to Taxes as required by the indemnification obligations set forth in this
Section shall not be treated as Buyer Losses for which Parent and the Seller
have an indemnification obligation under Section 9(b) hereof.

11. Termination.

(a) Termination of Agreement. The Parties may terminate this Agreement as
provided below:

(i) the Buyer, Parent, and the Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written notice to Parent
and the Seller at any time prior to the Closing (A) in the event Parent or the
Seller has breached any representation, warranty, or covenant contained in this
Agreement that is qualified by materiality or any other representation,
warranty, or covenant contained in this Agreement in any material respect, the
Buyer has notified Parent and the Seller of the breach, and the breach has
continued without cure for a period of 30 days after the notice of breach, (B)
in the event the Buyer exercises its rights under the provisions of Section 6
(e) above, (C) if the Closing shall not have occurred on or before July 31,
2003, by reason of the failure of any condition precedent under Section 8(a)
above (unless the failure results from the Buyer's breaching any representation,
warranty, or covenant contained in this Agreement) or (D) if the Indebtedness
under the Credit Facility is accelerated prior to the Closing and such
acceleration is not rescinded prior to the later of the Closing and July 31,
2003; or

(iii) Parent or the Seller may terminate this Agreement by giving written notice
to the Buyer at any time prior to the Closing (A) in the event the Buyer has
breached any representation, warranty, or covenant contained in this Agreement
that is qualified by materiality or any other representation, warranty, or
covenant contained in this Agreement in any material respect, Parent or the
Seller has notified the Buyer of the breach, and the breach has continued
without cure for a period of 30 days after the notice of breach or (B) if the
Closing shall not have occurred on or before July 31, 2003, by reason of the
failure of any condition precedent under Section 8(b) above (unless the failure
results from Parent's or the Seller's breaching any representation, warranty, or
covenant contained in this Agreement) or by reason of the failure of the Buyer
to obtain all financing necessary for it to consummate the transactions
contemplated by this Agreement.

(b) Effect of Termination. If any Party terminates this Agreement pursuant to
Section 11(a) above, all rights and obligations of the Parties hereunder shall
terminate without any liability of any Party to any other Party (except for any
liability of any Party then in breach, including a breach caused by the failure
of the Buyer to obtain all financing necessary for it to consummate the
transactions contemplated by this Agreement); provided that the confidentiality
provisions contained in Section 6(d) above shall survive termination.

12. Miscellaneous.

(a) Press Releases and Public Announcements. No Party shall issue any press
release or make any public announcement relating to the subject matter of this
Agreement prior to the Closing without the prior written approval of each of the
other Parties; provided that any Party may make any public disclosure it
believes in good faith is required by applicable law or any listing or trading
agreement concerning its publicly-traded securities (in which case the
disclosing Party will use reasonable efforts to advise the other Parties prior
to making the disclosure, but such other Parties' written approval will not be
necessary).

(b) No Third-Party Beneficiaries. This Agreement shall not confer any rights or
remedies upon any Person other than the Parties and their respective successors
and permitted assigns.

(c) Entire Agreement. This Agreement (including the Exhibits, Schedules, and
Annexes referred to herein and the Ancillary Agreements) constitutes the entire
agreement among the Parties with respect to the subject matter hereof and
supersedes any prior understandings, agreements, or representations by or among
the Parties, written or oral, to the extent they have related in any way to the
subject matter hereof.

(d) Succession and Assignment. This Agreement shall be binding upon and inure to
the benefit of the Parties named herein and their respective successors and
permitted assigns. No Party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the Buyer and the Seller; provided that the Buyer may (i) assign any or all
of its rights and interests hereunder to one or more of its Affiliates or to any
lender providing financing for the transactions contemplated hereby as security
(including any refinancings thereof), and (ii) designate one or more of its
Affiliates to perform its obligations hereunder (in any or all of which cases
the Buyer nonetheless shall remain responsible for the performance of all of its
obligations hereunder.

(e) Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together will
constitute one and the same instrument.

(f) Headings. The Section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.

(g) Notices. All notices, requests, demands, claims, and other communications
hereunder will be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given if (i) hand delivered, (ii)
sent by a nationally recognized overnight courier for next business day deliver,
or (iii) sent by confirmed facsimile transmission as follows:

If to Parent or the Seller:
       Chiquita Brands, Inc.
       250 East Fifth Street, 29th Floor
       Cincinnati, Ohio 45202
       Attention: Robert W. Olson, Esq., Senior Vice President & General Counsel
       Telephone: (513) 784-8804
       Facsimile: (513) 564-2925
With a copy to:
       Taft, Stettinius & Hollister LLP
       425 Walnut Street, Suite 1800
       Cincinnati, Ohio 45202
       Attention: Timothy E. Hoberg, Esq.
       Telephone: (513) 381-2838
       Facsimile: (513) 381-0205
If to the Buyer:
       Seneca Foods Corporation
       3736 South Main Street
       Marion, NY   14505
       Attention:  Kraig H. Kayser, President
       Telephone: (315) 926-8120
       Facsimile: (315) 926-8300
With a copy to:
       Jaeckle Fleischmann & Mugel, LLP
       800 Fleet Bank Building
       Buffalo, NY   14202
       Attention: William I. Schapiro, Esq.
       Telephone: (716) 843-3896
       Facsimile: (716) 856-0432

The date of giving of any such notice shall be as follows: if by hand delivery,
on the date of delivery; if by courier service, on the next business day after
delivery to the overnight courier service; or if by facsimile, on the date of
confirmed facsimile transmission or, if such day is not a business day, on the
next business day thereafter. Any Party may change the address to which notices,
requests, demands, claims, and other communications hereunder are to be
delivered by giving the other Parties notice in the manner herein set forth.

(h) Governing Law; Venue; Waiver of Jury Trial.

     (i)......THIS  AGREEMENT  SHALL BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE
WITH THE  DOMESTIC  LAWS OF THE STATE OF NEW YORK WITHOUT  GIVING  EFFECT TO ANY
CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR
ANY OTHER  JURISDICTION)  THAT WOULD  CAUSE THE  APPLICATION  OF THE LAWS OF ANY
JURISDICTION  OTHER THAN THE STATE OF NEW YORK.  EACH PARTY  HEREBY  IRREVOCABLY
SUBMITS  TO THE  JURISDICTION  OF THE  FEDERAL  COURTS OF THE  UNITED  STATES OF
AMERICA  LOCATED IN THE  SOUTHERN  DISTRICT OF NEW YORK SOLELY IN RESPECT OF THE
INTERPRETATION  AND  ENFORCEMENT  OF THE PROVISIONS OF THIS AGREEMENT AND OF THE
DOCUMENTS  REFERRED  TO IN THIS  AGREEMENT,  AND IN RESPECT OF THE  TRANSACTIONS
CONTEMPLATED  HEREBY AND  THEREBY.  EACH PARTY  HEREBY  WAIVES AND AGREES NOT TO
ASSERT, AS A DEFENSE IN ANY ACTION,  SUIT, OR PROCEEDING FOR THE  INTERPRETATION
AND  ENFORCEMENT  HEREOF,  OR ANY  SUCH  DOCUMENT  OR IN  RESPECT  OF  ANY  SUCH
TRANSACTION,  THAT SUCH ACTION, SUIT, OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT
MAINTAINABLE  IN SUCH COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR
THAT THIS  AGREEMENT  OR ANY SUCH  DOCUMENT  MAY NOT BE  ENFORCED  IN OR BY SUCH
COURTS.  EACH PARTY  HEREBY  CONSENTS TO AND GRANTS ANY SUCH COURT  JURISDICTION
OVER THE PERSON OF SUCH PARTY AND OVER THE  SUBJECT  MATTER OF ANY SUCH  DISPUTE
AND AGREES THAT  PROVIDING  PROCESS OR OTHER PAPERS IN CONNECTION  WITH ANY SUCH
ACTION OR  PROCEEDING  IN THE MANNER  PROVIDED IN SECTION 12(g) OR IN SUCH OTHER
MANNER  AS MAY BE  PERMITTED  BY LAW,  SHALL BE  VALID  AND  SUFFICIENT  SERVICE
THEREOF.

     (ii).....EACH  PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES
AND,  THEREFORE,  EACH PARTY HEREBY IRREVOCABLY AND  UNCONDITIONALLY  WAIVES ANY
RIGHT  SUCH  PARTY  MAY HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY  LITIGATION
DIRECTLY OR  INDIRECTLY  ARISING OUT OF OR  RELATING TO THIS  AGREEMENT,  OR THE
BREACH,  TERMINATION,  OR  VALIDITY  OF  THIS  AGREEMENT,  OR  THE  TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY CERTIFIES AND ACKNOWLEDGES  THAT (A)
NO  REPRESENTATIVE,  AGENT,  OR  ATTORNEY  OF ANY OTHER  PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,   SEEK  TO  ENFORCE  THE  FOREGOING  WAIVER,  (B)  EACH  SUCH  PARTY
UNDERSTANDS AND HAS CONSIDERED THE  IMPLICATIONS  OF THIS WAIVER,  (C) EACH SUCH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS  AGREEMENT  BY,  AMONG  OTHER  THINGS,  THE MUTUAL  WAIVERS  AND
CERTIFICATIONS IN THIS SECTION 12(h).

(i) Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by the Buyer,
Parent, and the Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.

(k) Expenses. Each of the Buyer, Parent, and the Seller will bear its own costs
and expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby. In addition, any
professional costs or expenses incurred by the Company (including legal fees and
expenses but excluding costs relating to the employment of regular employees of
the Company) in connection with this Agreement and the transactions contemplated
hereby shall be paid by the Parent or Seller.

(l) Construction. The Parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local, or foreign statute
or law shall be deemed also to refer to all rules and regulations promulgated
thereunder unless the context requires otherwise. The word "including" shall
mean including without limitation.

(m) Incorporation of Exhibits and Schedules. The Exhibits, Schedules, and
Annexes identified in this Agreement are incorporated herein by reference and
made a part hereof.

                            [signature page follows]



<PAGE>



         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first written above.

                                           SENECA FOODS CORPORATION



                                      By:      /s/Kraig H. Kayser______________
                                      Name:       Kraig H. Kayser______________
                                      Title:    __CEO & President_____________



                                           CHIQUITA BRANDS INTERNATIONAL, INC.



                                      By:      /s/Cyrus F. Freidheim, Jr.______
                                      Name:    __Cyrus F. Freidheim, Jr._______
                                      Title:   __Chairman and CEO______________



                                                 FRIDAY HOLDINGS, L.L.C.



                                       By:      /s/Robert W. Olson______________
                                       Name:    __Robert W. Olson______________
                                       Title:   __Vice President________________

H:\GSG\Chiquita\ChiquitaClean7.doc
690050

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>5
<FILENAME>ex2b603.txt
<DESCRIPTION>EX 2(B)
<TEXT>
                                  Exhibit 2(b)


                                 AMENDMENT NO. 1


     Amendment  No. 1 to Purchase  Agreement  dated as of March 6, 2003,  by and
among Seneca Foods Corporation,  Chiquita Brands International,  Inc. and Friday
Holdings (the "Purchase Agreement").

     Pursuant to Section 12(i) of the Purchase Agreement, the undersigned hereby
agree to amend Section 6(c)(ix) thereof to change the term "$1,000,000"  therein
to "$2,000,000."

     Except as amended hereby, the Purchase Agreement shall remain in full force
and effect.

     The date of the Amendment No. 1 is March 26, 2003.


                                                   SENECA FOODS CORPORATION


                                                   By:   /s/Kraig H. Kayser
                                                         ----------------------
                                                   Name:    Kraig H. Kayser
                                                   Title:   President and CEO


                                             CHIQUITA BRANDS INTERNATIONAL, INC.


                                                   By:    /s/James B. Riley
                                                          ----------------------
                                                   Name:     James B. Riley
                                                   Title:    Senior Vice
                                                               President and CFO


                                                     FRIDAY HOLDINGS, L.L.C.


                                                   By:    /s/Robert W. Olson
                                                          ---------------------
                                                   Name:     Robert W. Olson
                                                   Title:    Vice President

H:\GSG\Chiquita\Amendment No. 1 to Purch Agr.doc

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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