<PAGE>
                                                                    Exhibit 10.1

                              AMENDED AND RESTATED

                            ASSET PURCHASE AGREEMENT

                                      among

                      SOUTHERN PRIDE CATFISH COMPANY, INC.,

                               JOE T. GLOVER, JR.,

                           SOUTHERN PRIDE CATFISH LLC,

                      SOUTHERN PRIDE CATFISH TRUCKING INC.

                                       and

                           AMERICAN SEAFOODS GROUP LLC


                          Dated as of December 16, 2002

<PAGE>
                                Table of Contents

                                                                            Page
                                   ARTICLE I

             SALE AND PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES

1.1   Sale and Purchase of Assets.............................................2
1.2   Acquired Assets.........................................................2
1.3   Excluded Assets.........................................................3
1.4   Closing.................................................................3
1.5   Purchase Price; Payment.................................................3
1.6   Allocation of Purchase Price............................................4
1.7   Assumption of Liabilities...............................................4

                                   ARTICLE II

                  WARRANTIES OF THE SELLER AND THE SHAREHOLDER

2.1   Organization; Authority.................................................5
2.2   No Conflicts; Consents and Approvals, etc...............................6
2.3   Subsidiaries............................................................6
2.4   Financial Statements....................................................7
2.5   Absence of Undisclosed Liabilities......................................8
2.6   Conduct of the Business.................................................8
2.7   Taxes...................................................................8
2.8   Compliance With Applicable Law..........................................9
2.9   Contracts...............................................................9
2.10  Acquired Assets........................................................11
2.11  Real Property..........................................................12
2.12  Intellectual Property..................................................13
2.13  Employee Matters.......................................................14
2.14  Environmental Matters..................................................15
2.15  Litigation.............................................................17
2.16  Product Liability......................................................17
2.17  Insurance..............................................................17
2.18  Accounts Receivable....................................................18
2.19  Affiliate Transactions.................................................18
2.20  Brokers and Finders....................................................18
2.21  Books and Records......................................................18
2.22  No Knowledge of False Warranties of Seller.............................18


                                       i

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                                  ARTICLE III

                 WARRANTIES OF THE BUYER AND THE BUYER'S PARENT

3.1   Organization and Authority.............................................19
3.2   No Conflicts; Consents and Approvals, etc..............................19
3.3   Litigation.............................................................19
3.4   Brokers and Finders....................................................20
3.5   No Knowledge of False Warranties of Buyer..............................20

                                   ARTICLE IV

                                   COVENANTS

4.1   Conduct of Business of the Seller......................................20
4.2   Access to Information, etc.............................................22
4.3   Confidentiality........................................................23
4.4   Reasonable Best Efforts................................................24
4.5   No Solicitation........................................................24
4.6   Public Announcements...................................................25
4.7   Financial Statements...................................................25
4.8   Affiliate Transactions.................................................25
4.9   Consultation...........................................................25
4.10  Key Employees..........................................................26
4.11  Other Employee Matters.................................................27
4.12  Releases of Personal Guarantees........................................29
4.13  Tax Matters............................................................29
4.14  Insurance..............................................................30
4.15  Use of Business Name...................................................31
4.16  Non-Competition........................................................32
4.17  Notice of Proceedings..................................................32
4.18  Further Assurances.....................................................32
4.19  Right to Open Mail, etc................................................32

                                   ARTICLE V

                              CONDITIONS PRECEDENT

5.1   Conditions to Obligations of Each Party................................33
5.2   Conditions to the Obligations of the Buyer, Trucking, and the
        Buyer's Parent.......................................................34
5.3   Conditions to the Obligations of the Seller............................36


                                       ii

<PAGE>
                                   ARTICLE VI

                                  TERMINATION

6.1   Termination............................................................36
6.2   Effect of Termination..................................................37

                                  ARTICLE VII

                                INDEMNIFICATION

7.1   Indemnification by the Seller and the Shareholder......................37
7.2   Indemnification by the Buyer, Trucking, and the Buyer's Parent.........39
7.3   Indemnification Procedures for Third Party Claims......................40
7.4   Time in Which to Bring Claims Relating to Warranties...................41
7.5   Exclusive Remedy of Buyer and Trucking.................................41
7.6   Exclusive Remedy of Seller.............................................42
7.7   No Representations.....................................................42
7.8   Order of Payment.......................................................42

                                  ARTICLE VIII

                                 MISCELLANEOUS

8.1   Entire Agreement.......................................................43
8.2   Notices................................................................43
8.3   Expenses...............................................................44
8.4   Governing Law..........................................................45
8.5   Interpretation.........................................................45
8.6   Assignment.............................................................45
8.7   Parties in Interest....................................................45
8.8   Counterparts...........................................................45
8.9   Amendment..............................................................45
8.10  Exclusive Jurisdiction, etc............................................46
8.11  Severability...........................................................46
8.12  Remedies...............................................................46

                                   ARTICLE IX

                                  DEFINITIONS

9.1   Definition of Certain Terms............................................46
9.2   Other..................................................................57


                                       iii

<PAGE>

                                   SCHEDULES

Schedule 1.3                   Excluded Assets
Schedule 1.6(a)                Allocation Schedule
Schedule 1.7(b)                Excluded Liabilities
Schedule 2.1(b)                Qualification To Do Business
Schedule 2.2(a)                Seller Conflicts
Schedule 2.2(b)                Seller Consents and Governmental Approvals
Schedule 2.4(a)                Financial Statements
Schedule 2.5                   Undisclosed Liabilities
Schedule 2.7(d)                Election of S Corporation Treatment
Schedule 2.8                   Compliance With Applicable Law
Schedule 2.9                   Contracts
Schedule 2.10                  Liens on Acquired Assets
Schedule 2.11(a)               Real Property
Schedule 2.11(b)               Leasehold Interests
Schedule 2.12(a)               Intellectual Property
Schedule 2.12(b)               Intellectual Property Rights
Schedule 2.12(d)               Trademarks and Trade Names
Schedule 2.13(b)               Seller Plans
Schedule 2.14(a)               Environmental Permits
Schedule 2.14(b)               Environmental Violations
Schedule 2.14(d)               Other Environmental Matters
Schedule 2.15                  Litigation
Schedule 2.16                  Product Liability
Schedule 2.17(a)               Insurance
Schedule 2.19                  Affiliate Transactions
Schedule 3.2                   Buyer Conflicts and Consents
Schedule 4.10(a)               Key Employee Compensation
Schedule 4.11(d)               Accrued Incentive Compensation
Schedule 4.19(b)               Bank Accounts
Schedule 9.1                   Seller Knowledge Group

Exhibit A                      Form of Escrow Agreement
Exhibit B                      June 30 Balance Sheet
Exhibit C                      Form of Assumption Agreement
Exhibit D                      Form of Employment and Non-Competition Agreement
Exhibit E                      Form of Alternative Employment Agreement

                                       iv

<PAGE>

                              AMENDED AND RESTATED
                            ASSET PURCHASE AGREEMENT

     AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of December 16,
2002 (this "Agreement"), by and among Southern Pride Catfish Company, Inc., an
Alabama corporation (the "Seller"), Mr. Joe T. Glover, Jr., an individual,
Southern Pride Catfish LLC, a Delaware limited liability company (the "Buyer"),
Southern Pride Catfish Trucking Inc., a Delaware corporation ("Trucking"), and
American Seafoods Group LLC, a Delaware limited liability company that is the
parent of the Buyer and the indirect parent of Trucking (the "Buyer's Parent").
Certain capitalized terms used herein are defined in Section 9.1.

                                    RECITALS

     WHEREAS, the Seller is engaged in the business of catfish harvesting,
processing and distribution;

     WHEREAS, Joe T. Glover, Jr. is the sole shareholder of the Seller (the
"Shareholder") and owns all of the outstanding common stock of the Seller;

     WHEREAS, the Seller, the Shareholder, the Buyer and the Buyer's Parent have
entered into an Asset Purchase Agreement, dated as of November 20, 2002 (the
"Existing Asset Purchase Agreement"), providing for, among other things, the
purchase and assumption by the Buyer, and the sale, assignment and transfer by
the Seller, of substantially all of the assets and properties of the Seller and
all of the Seller's liabilities related to the Business (other than the Excluded
Liabilities), all for the purchase price and on the terms and conditions set out
in the Existing Asset Purchase Agreement; and

     WHEREAS, the Seller, the Shareholder, the Buyer, and the Buyer's Parent
have agreed that Trucking will become a party to the Existing Asset Purchase
Agreement and will buy the assets described on Schedule 1.6(a) and assume the
liabilities related to such assets.

     NOW, THEREFORE, in consideration of the foregoing and for good and valuable
consideration, the parties hereto agree that the Existing Asset Purchase
Agreement be amended and restated in its entirety as of the date hereof to read
as set forth in this Agreement.

<PAGE>

                                   ARTICLE I

             SALE AND PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES

          1.1 Sale and Purchase of Assets. Subject to and in accordance with the
terms and conditions in this Agreement, at the Closing, the Seller agrees to
sell, transfer, convey, assign and deliver to the Buyer and Trucking, and the
Buyer and Trucking agree to purchase from the Seller, all of the Seller's right,
title and interest in and to all real and personal, tangible and intangible,
assets and properties (other than the Excluded Assets) owned by the Seller now
or as of the Closing (collectively, the "Acquired Assets"), free and clear of
all Liens other than Permitted Liens, in accordance with the allocation on the
Allocation Schedule.

          1.2 Acquired Assets. The Acquired Assets shall include, without
limitation:

          (a) all of the inventory of the Seller, including raw materials and
     supplies, work-in-progress and finished goods;

          (b) all of the accounts receivable of the Seller;

          (c) all machinery and equipment, vehicles, software, computers,
     supplies, desks, chairs, tables, furniture, fixtures and all other personal
     property of the Seller;

          (d) the Leases of personal property to which the Seller is a party in
     the operation of the Business;

          (e) all of the Seller's right, title and interest in and to all
     contracts and agreements to which the Seller is a party and that were
     entered into in connection with the operation of the Business as well as
     all of the right, title and interest of Joe T. Glover, Jr. in and to all
     contracts and agreements to which he is a party and that were entered into
     in connection with the operation of the Business;

          (f) all of the Seller's Intellectual Property;

          (g) all of the Seller's cash on hand and cash equivalents on hand as
     of the Closing, including prepayments and deposits;

          (h) all lists of customers served by the Seller, all lists of
     suppliers, all records of accounts receivable and payable, all personnel
     records, and all other business records of the Seller related to the
     operation of the Business and not described in Section 1.3;


                                        2

<PAGE>

          (i) all Real Property and all licenses, permits, approvals and
     qualifications relating to the Real Property issued to the Seller by any
     Governmental Authority; and

          (j) all telephone numbers, post office boxes, sales literature and
     miscellaneous assets of every kind owned by the Seller.

          1.3 Excluded Assets. Notwithstanding anything in this Agreement to the
contrary, the Acquired Assets shall not include, and the Seller shall not sell,
convey, assign, transfer or deliver, any of the following assets and properties
of the Seller (the "Excluded Assets"):

          (a) the assets listed on Schedule 1.3; and

          (b) all animal mounts and any other items of personal use, decoration,
     or the like in the office of Joe T. Glover, Jr. that are (i) not identified
     as an asset on the Seller's depreciation schedule or Financial Statements
     and (ii) not material to the operation of the Business.

          1.4 Closing.

          The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place at the offices of Debevoise & Plimpton, 919 Third
Avenue, New York, New York, at 10:00 a.m. local time on the fifth business day
after all the conditions in ARTICLE V have been satisfied or waived (except to
the extent that they relate to documents to be delivered on the Closing Date),
or such other time and date as the parties hereto may agree (the "Closing
Date"). The Closing shall be effective for all tax, financial accounting, and
other purposes as of the close of business on the Closing Date.

          1.5 Purchase Price; Payment.

          (a) On the terms and subject to the conditions set forth in this
     Agreement, the Buyer and Trucking agree (i) to pay or cause to be paid to
     the Seller an aggregate amount equal to (x) $40,300,000, reduced by (y) the
     amount of any cash paid or distributed to the Shareholder from and after
     June 30, 2002 and prior to the Closing (other than regular wages or salary
     and reimbursement of legitimate business expenses in the ordinary course of
     business) in compliance with this Agreement, and increased by (z) the
     Ordinary Income Adjustment (such aggregate amount, the "Purchase Price"),
     and (ii) to assume the Assumed Liabilities as provided in Section 1.7.

          (b) At the Closing, the Buyer and Trucking shall deliver to the Seller
     the Purchase Price by (i) wire transfer of all but $1,000,000 of such
     amount in immediately available funds to such bank account as the Seller
     shall specify at least five


                                        3

<PAGE>

     days prior to the Closing, and (ii) wire transfer of $1,000,000 in
     immediately available funds to SouthTrust Bank or any other bank that is
     mutually acceptable, as Escrow Agent (the "Escrow Agent"), to be held by
     the Escrow Agent on deposit in an escrow account (the "Escrow Account") for
     the benefit of the Seller and the Buyer, Trucking and any other Buyer
     Indemnitees (as defined herein) to secure the potential obligations of the
     Seller and the Shareholder under this Agreement to make indemnification
     payments to the Buyer, Trucking, or any other Buyer Indemnitees as provided
     in Section 7.1 and in the Escrow Agreement (the "Escrow Agreement") to be
     executed at the Closing, substantially in the form attached hereto as
     Exhibit A.

          1.6 Allocation of Purchase Price.

          (a) The aggregate amount of the Purchase Price plus the Assumed
     Liabilities shall be allocated among the Acquired Assets in accordance with
     an allocation schedule (the "Allocation Schedule") to be prepared by the
     Buyer and Trucking, agreed to by the parties, and attached hereto as
     Schedule 1.6(a). The Allocation Schedule shall reflect the allocation of
     the Purchase Price, the Acquired Assets, and the Assumed Liabilities (i)
     between the Buyer and Trucking and (ii) among various categories of assets
     for income Tax and financial accounting purposes.

          (b) The Seller and each of the Buyer and Trucking agree (i) to reflect
     the Acquired Assets on their respective books for Tax reporting purposes in
     accordance with the Allocation Schedule, (ii) to file all Tax Returns and
     determine all Taxes (including for purposes of section 1060 of the Code) in
     accordance with and based upon the Allocation Schedule and (iii) not to
     take any position inconsistent with such Allocation Schedule in any audit
     or judicial or administrative proceeding or otherwise.

          1.7 Assumption of Liabilities.

          (a) Subject to and in accordance with the terms and conditions in this
     Agreement, at the Closing, in addition to paying the Purchase Price, the
     Buyer and Trucking will assume, accept and agree to perform, pay and
     discharge, in accordance with the respective terms thereof and with the
     allocation on the Allocation Schedule, all liabilities, obligations and
     commitments of the Seller (other than the Excluded Liabilities) relating to
     the Business (collectively, the "Assumed Liabilities"), including (i) the
     liabilities (to the extent still outstanding) set forth on the Seller's
     balance sheet as of June 30, 2002 included in the Financial Statements, a
     copy of which is attached hereto as Exhibit B (the "June 30 Balance
     Sheet"), and (ii) any liabilities incurred in the ordinary course of
     business and consistent with the provisions of this Agreement on and after
     June 30, 2002 and prior to the Closing Date.

          (b) Notwithstanding anything in this Agreement to the contrary,
     neither the Buyer nor Trucking will assume or have responsibility for the
     following


                                        4

<PAGE>

     liabilities, obligations or commitments of the Seller (collectively, the
     "Excluded Liabilities"): (i) liabilities, obligations or commitments
     arising under any Contract entered into in violation of the Seller's
     covenants or warranties under this Agreement; (ii) liabilities, obligations
     or commitments set forth on Schedule 1.7(b), including the NLRB Claim;
     (iii) liabilities, obligations or commitments that do not relate to the
     Business; (iv) liabilities, obligations or commitments directly relating to
     the Excluded Assets; (v) liabilities for any indebtedness for borrowed
     money in excess of $2,350,000 (plus accrued interest) in the aggregate;
     (vi) liabilities for (A) any Taxes attributable to the Excluded Assets or
     otherwise not related to the Acquired Assets or the Business, and (B) Taxes
     of the Seller or attributable to the Business or the Acquired Assets,
     measured by net or taxable income for any taxable period or any portion
     thereof ending on or prior to the Closing Date; and (vii) liabilities
     retained by the Seller pursuant to Section 4.10(a)(i) and (ii) and Section
     4.11(b) relating to certain employees.

          (c) At the Closing, each of the Buyer and Trucking shall, and the
     Buyer's Parent shall cause each of the Buyer and Trucking to, assume and
     agree to pay, discharge and perform the Assumed Liabilities allocated to it
     pursuant to the Allocation Schedule, by executing and delivering to the
     Seller and the Shareholder an assumption agreement (the "Assumption
     Agreement"), substantially in the form attached hereto as Exhibit C.

                                   ARTICLE II

                  WARRANTIES OF THE SELLER AND THE SHAREHOLDER

          The Seller and the Shareholder, jointly and severally, warrant to the
Buyer, Trucking, and the Buyer's Parent that:

          2.1 Organization; Authority.

          (a) The Seller is a corporation duly incorporated, validly existing
     and in good standing under the laws of the State of Alabama and has all
     requisite corporate power and authority to execute and deliver this
     Agreement and to consummate the transactions contemplated hereby. The
     execution and delivery of this Agreement and the consummation of the
     transactions contemplated hereby have been duly and validly authorized and
     approved by the board of directors of the Seller, and by the Shareholder as
     the sole stockholder of the Seller, and no other further corporate or
     stockholder proceedings is necessary to authorize, approve or consummate
     the transactions contemplated by this Agreement. This Agreement constitutes
     a valid and binding agreement of the Seller, enforceable against it in
     accordance with its terms, except (x) as the same may be limited by
     applicable bankruptcy, insolvency, moratorium or similar laws of general
     application relating to or affecting creditors' rights, including the
     effect of


                                        5

<PAGE>

     statutory or other laws regarding fraudulent conveyances and preferential
     transfers, and (y) for the limitations imposed by general principles of
     equity.

          (b) Except as set forth on Schedule 2.1(b), the Seller is qualified to
     do business as a foreign corporation and is in good standing in each
     jurisdiction where such qualification is necessary to conduct its business
     and operations as presently conducted and to own and lease the property and
     assets it owns or leases, except where the failure to so qualify,
     individually or in the aggregate, could not reasonably be expected to have
     a Material Adverse Effect. The Seller has all requisite corporate power and
     authority to own, lease and operate its properties and to carry on the
     Business as now being conducted and as will be conducted on the Closing
     Date.

          (c) The Shareholder is a U.S. citizen, resident in the State of
     Alabama, and has full power and capacity to execute, deliver and perform
     this Agreement and to consummate the transactions contemplated by this
     Agreement. This Agreement constitutes the legally valid and binding
     obligation of the Shareholder, enforceable against him in accordance with
     its terms, except (x) as the same may be limited by applicable bankruptcy,
     insolvency, moratorium or similar laws of general application relating to
     or affecting creditors' rights, including the effect of statutory or other
     laws regarding fraudulent conveyances and preferential transfers, and (y)
     for the limitations imposed by general principles of equity.

          2.2 No Conflicts; Consents and Approvals, etc.

          (a) The execution and delivery of this Agreement by the Seller and the
     Shareholder do not, and the consummation of the transactions contemplated
     hereby by the Seller will not (i) violate or conflict with the articles of
     incorporation or by-laws of the Seller; (ii) except as set forth on
     Schedule 2.2(a), constitute a breach or default (or an event that with
     notice or lapse of time or both would become a breach or default) of, any
     Applicable Law or any mortgage, agreement, deed of trust, indenture or any
     other instrument to which the Seller or the Shareholder is a party or by
     which any of the Seller's assets or properties are bound; or (iii) result
     in the creation or imposition of any Lien (other than Permitted Liens) on
     any property or asset of the Seller.

          (b) Except as set forth on Schedule 2.2(b) and for any applicable
     requirements of the HSR Act, neither the execution and delivery of this
     Agreement by the Seller and the Shareholder, nor the consummation of the
     transactions contemplated hereby by the Seller will require any Consent,
     approval or authorization of, or filing with or notification to, any Person
     or Governmental Authority.

          2.3 Subsidiaries. The Seller has no Subsidiaries or any other equity
interest in any entity.








                                        6

<PAGE>

          2.4 Financial Statements.

          (a) The Buyer, Trucking, and the Buyer's Parent have heretofore been
     furnished copies of (i) audited financial statements of the Seller as at
     and for the fiscal year ended December 31, 2001 (the "Audited Financial
     Statements"), (ii) unaudited financial statements of the Seller as at and
     for the fiscal years ended December 31, 1999 and 2000 (except that the
     balance sheet for December 31, 2000 was audited) (the "Annual Unaudited
     Financial Statements"), (iii) unaudited financial statements of the Seller
     as at and for the six-month period ended June 30, 2002 (the "Semi-Annual
     Unaudited Financial Statements"), and (iv) unaudited financial statements
     of the Seller as at and for the monthly periods ended July 31, 2002, August
     31, 2002, September 30, 2002, October 31, 2002, and November 30, 2002 (the
     "Monthly Unaudited Financial Statements" and, together with the Annual
     Unaudited Financial Statements and the Semi-Annual Unaudited Financial
     Statements, the "Unaudited Financial Statements"), including in each case
     statements of income and retained earnings and a statement of cash flows
     (the Audited Financial Statements, the Annual Unaudited Financial
     Statements, the Semi-Annual Unaudited Financial Statements, the Monthly
     Unaudited Financial Statements and, from and after the date of delivery
     thereof, the Subsequent Monthly Financial Statements, collectively the
     "Financial Statements"). The Financial Statements (other than Subsequent
     Monthly Financial Statements) are attached hereto as Schedule 2.4(a).

          (b) The Audited Financial Statements are complete and correct in all
     material respects and have been prepared in accordance with GAAP
     consistently applied throughout the periods covered thereby, except as
     otherwise disclosed in the notes to the Audited Financial Statements. The
     Unaudited Financial Statements have been prepared and, when delivered, the
     Subsequent Monthly Financial Statements will have been prepared in all
     material respects on a basis consistent with the Audited Financial
     Statements, except that the Semi-Annual Unaudited Financial Statements, the
     Monthly Unaudited Financial Statements and the Subsequent Monthly Financial
     Statements do not or will not contain footnotes and may be subject to
     normal audit adjustments and, in the case of the Monthly Unaudited
     Financial Statements and the Subsequent Monthly Financial Statements,
     normal annual adjustments. The balance sheets included in the Financial
     Statements present fairly the financial position of the Seller as at the
     respective dates thereof, and the statements of income and retained
     earnings and the statements of cash flows included in the Financial
     Statements present fairly the results of operations and changes in
     financial position of the Seller for the respective periods indicated. As
     at the respective dates of the balance sheets included in the Audited
     Financial Statements, the Seller does not have any liabilities, whether
     absolute, contingent or otherwise and whether due or to become due, that
     have not been reflected or reserved against in such balance sheet or have
     not been disclosed in the notes thereto included in the Financial
     Statements that would, under GAAP, be required to be so disclosed. The
     Unaudited


                                        7

<PAGE>

     Financial Statements reflect all liabilities as part of the balance sheet
     that are required by GAAP to be so reflected.

          (c) The Buyer's Parent has retained KPMG to audit the Financial
     Statements for certain fiscal periods of the Seller. The Seller and the
     Shareholder agree to cooperate with the completion of the audits, including
     signing representation letters customary in an audit conducted in
     accordance with GAAP. The Seller and the Shareholder shall have no
     liability under this Agreement with respect to any matters disclosed in
     such certified Financial Statements, in the footnotes thereto, in the
     report thereon or in any management letters associated therewith.

          2.5 Absence of Undisclosed Liabilities. To the best of the Seller's
Knowledge, the Seller has no liabilities or obligations of any nature, whether
known or unknown, absolute, accrued, contingent or otherwise and whether due or
to become due, arising out of or relating to the Business, except:

          (a) as set forth on Schedule 2.5;

          (b) as and to the extent disclosed or adequately reserved against on
     the June 30 Balance Sheet; and

          (c) liabilities and obligations that (i) were incurred after June 30,
     2002 in the ordinary course of business consistent with prior practice of
     the Seller; and (ii) individually or in the aggregate are not material to
     the Business and have not had or resulted in, and would not reasonably be
     expected to have or result in, a Material Adverse Effect.

          2.6 Conduct of the Business. Since December 31, 2001, the Seller has
carried on the Business in the usual, regular and ordinary course, in
substantially the same manner as conducted before the date of this Agreement,
and has not taken or omitted to take, as the case may be, any action that, if
taken or not taken, as the case may be, between the date of this Agreement and
the Closing, would breach any of the covenants set forth in Section 4.1, except
(x) as expressly contemplated or permitted by this Agreement, (y) as consented
to by the Buyer, Trucking, or the Buyer's Parent in writing, or (z) immaterial
actions or omissions.

          2.7 Taxes.

          (a) All Tax Returns relating to the Seller required to be filed on or
     before the Closing Date (taking into account applicable extensions) have
     (or by the Closing Date will have) been duly filed by the Seller.

          (b) All Taxes shown to be due on such Tax Returns relating to the
     Seller required to be filed on or before the Closing Date (taking into
     account applicable


                                        8

<PAGE>

     extensions) have been paid or will be paid prior to the Closing Date,
     except for Taxes reflected or reserved against on the balance sheets
     included in the Financial Statements.

          (c) Neither the IRS nor any other taxing authority is now asserting in
     writing against the Seller any material deficiency or claim for additional
     Taxes relating to the Seller or any material adjustment of Taxes relating
     to the Seller.

          (d) The Seller has made valid elections under subchapter S of the Code
     and the corresponding provision of Alabama law, and such elections have not
     been revoked or otherwise terminated, by reason of ceasing to qualify as a
     "small business corporation" or otherwise. Schedule 2.7(d) sets forth (i)
     the date of incorporation of the Seller and the date from which it has
     continuously been, and qualified to be, treated as an "S corporation" for
     federal income Tax purposes, (ii) all state and local jurisdictions in
     which the Seller files an income or franchise Tax Return and is treated as
     an "S corporation" for income or franchise Tax purposes and the date from
     which such treatment has continuously been in effect, and (iii) all state
     and local jurisdictions in which the Seller files (or has filed) an income
     or franchise Tax Return and is not (or, with respect to any prior taxable
     period, was not) treated as an "S corporation" for income or franchise Tax
     purposes.

          (e) No Acquired Asset is subject to any Lien in respect of Taxes other
     than inchoate Liens for Taxes not past due.

          2.8 Compliance With Applicable Law. Except as set forth on Schedule
2.8, the Seller holds all licenses, franchises, certificates, Consents, permits,
qualifications and authorizations ("Authorizations") from all Governmental
Authorities necessary for the conduct of the Business as currently conducted,
and each such Authorization is valid and in full force and effect, except where
the failure to hold any of the foregoing or for any of the foregoing not to be
in full force and effect could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. The Seller has not received
written notice of any action taken by any Governmental Authority to terminate,
revoke or impair any such Authorization, except for any such action that could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Seller is not in conflict with, or in default or violation
of any Applicable Law applicable to it or by which any of its properties or
assets is bound, except for any such conflicts, defaults or violations that
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

          2.9 Contracts.

          (a) Schedule 2.9 sets forth a true and correct list of all material
     agreements, contracts, commitments, and other instruments and arrangements
     (whether








                                        9

<PAGE>

     written or oral) to which the Seller or the Shareholder is a party (in the
     case of the Shareholder, to the extent that such agreements, contracts,
     commitments, instruments and arrangements were entered into in connection
     with the operation of the Business) or by which the Seller, the Business or
     any of the Acquired Assets are bound or affected as of the date hereof (the
     "Contracts"), including the following:

               (i)    leases, licenses, permits, franchises, insurance policies,
                      Governmental Approvals and other contracts concerning or
                      relating to the Real Property;

               (ii)   employment, consulting, agency, collective bargaining or
                      other similar agreements, and other instruments and
                      arrangements relating to or for the benefit of current,
                      future or former employees, officers, directors, sales
                      representatives, distributors, dealers, agents,
                      independent contractors or consultants;

               (iii)  loan agreements, indentures, letters of credit, mortgages,
                      security agreements, pledge agreements, deeds of trust,
                      bonds, notes, guarantees, and other agreements and
                      instruments relating to the borrowing of money or
                      obtaining of or extension of credit;

               (iv)   licenses, licensing arrangements and other contracts
                      providing in whole or in part for the use of, or limiting
                      the use of, any Intellectual Property;

               (v)    brokerage or finder's agreements;

               (vi)   joint venture, partnership and similar agreements
                      involving a sharing of profits or expenses (including but
                      not limited to joint research and development and joint
                      marketing contracts);

               (vii)  stock purchase agreements, asset purchase agreements and
                      other acquisition or divestiture agreements, including but
                      not limited to any agreements relating to the acquisition,
                      sale, lease or disposal of any Acquired Assets (other than
                      sales of inventory in the ordinary course of business) or
                      involving continuing indemnity or other obligations;

               (viii) orders and other contracts for the purchase or sale of
                      materials, supplies, products or services, each of which
                      involves aggregate payments in excess of $20,000;


                                       10

<PAGE>

               (ix)   contracts with respect to which the aggregate amount that
                      could reasonably expected to be paid or received
                      thereunder in the future exceeds $20,000 per annum or
                      $200,000 in the aggregate;

               (x)    sales agency, manufacturer's representative, marketing or
                      distributorship agreements;

               (xi)   master lease agreements providing for the leasing of both
                      (A) personal property primarily used in, or held for use
                      primarily in connection with, the Business and (B) other
                      personal property;

               (xii)  contracts, agreements or commitments with any employee,
                      director, officer, stockholder or Affiliate of the Seller;
                      and

               (xiii) any other contracts, agreements or commitments that are or
                      will be material to the Business.

          (b) All Contracts are in full force and effect and enforceable against
     each party thereto. The Seller has not (and, to the Knowledge of the
     Seller, no other party thereto has) breached any provision of, or
     defaulted, nor has the Seller received any written notice that it is in
     default under the terms of any Contract, nor has there occurred any event
     that, with notice or lapse of time, or both, would constitute a default by
     the Seller under any such Contract. The Buyer, Trucking, and the Buyer's
     Parent have been given access to a true and complete copy of each Contract.
     Each of the Contracts is a legally enforceable obligation of the Seller,
     except (x) as the same may be limited by applicable bankruptcy, insolvency,
     moratorium or similar laws of general application relating to or affecting
     creditors' rights, including the effect of statutory or other laws
     regarding fraudulent conveyances and preferential transfers, and (y) for
     the limitations imposed by general principles of equity.

          (c) Except as set forth on Schedule 2.2(b), no Consent of any third
     party is required under any Contract as a result of or in connection with,
     and the enforceability of any Contract will not be affected in any manner
     by, the execution, delivery and performance of this Agreement or the
     consummation of the transactions contemplated hereby.

          2.10 Acquired Assets. Except as disclosed on Schedule 2.10, the Seller
has good title to all the Acquired Assets free and clear of any and all Liens
other than Permitted Liens. The Acquired Assets comprise all assets and services
required for the continued conduct of the Business as currently conducted. The
Acquired Assets constitute all the assets, properties and rights used in or held
for use in connection with


                                       11

<PAGE>

the Business during the past twelve months (except inventory sold, cash disposed
of, accounts receivable collected, prepaid expenses realized, Contracts fully
performed, and properties or assets replaced by equivalent or superior
properties or assets or discarded as obsolete or unneeded, in each case in the
ordinary course of business, and except for the Excluded Assets). There are no
assets or properties used in the operation of the Business and owned by any
Person other than the Seller that will not be leased or licensed to the Buyer or
Trucking, in accordance with the allocation on the Allocation Schedule, under
valid, current leases or license arrangements. The Acquired Assets are in all
material respects adequate for the purposes for which such assets are currently
used or are held for use, reasonable wear and tear excepted. Except as set forth
on Schedule 2.10, to the Knowledge of the Seller, there are no facts or
conditions affecting the Acquired Assets that could, individually or in the
aggregate, interfere in any material respect with the use, occupancy or
operation thereof as currently used, occupied or operated, reasonable wear and
tear excepted. Except as herein provided, the Acquired Assets are being sold AS
IS AND WHERE IS.

          2.11 Real Property.

          (a) Schedule 2.11(a) lists all real property owned by the Seller (the
     "Real Property"). The Real Property constitutes all of the real property
     used in, held for use in, and necessary to conduct the Business as
     currently conducted. The Seller has good and marketable fee simple title to
     each parcel of Real Property, free of all Liens except for Permitted Liens.
     The Real Property is sufficient and appropriate for the conduct of the
     Business as currently conducted, reasonable wear and tear excepted. There
     exist no pending or, to the Seller's Knowledge, threatened condemnation
     proceedings of or relating to the Real Property or any part thereof. There
     exist no outstanding options or rights of first refusal to purchase the
     Real Property or any portion thereof or any rights or interests therein.
     The use and operation of the Real Property in the conduct of the Business
     does not violate in any material respect any instrument of record or
     agreement affecting the Real Property. There is no violation of any
     covenant, condition, restriction, easement or order of any Governmental
     Authority having jurisdiction over such property or of any other Person
     entitled to enforce the same affecting the Real Property or the use or
     occupancy thereof. No damage or destruction has occurred with respect to
     any of the Real Property since December 31, 2001 that would, individually
     or in the aggregate, have a Material Adverse Effect. The Real Property is
     in material compliance with all applicable building, zoning, subdivision
     and other land use and similar Applicable Laws affecting the Real Property
     (collectively, the "Real Property Laws"), and the Seller has not received
     any notice of violation or claimed violation of any Real Property Law. To
     the Knowledge of the Seller, there is no pending or anticipated change in
     any Real Property Law that would reasonably be expected to have or result
     in a material adverse effect upon the ownership, alteration, use, occupancy
     or operation of the Real Property or any portion thereof. No current use by
     the Seller of the Real Property is dependent on a nonconforming use or
     other Governmental Approval


                                       12

<PAGE>

     the absence of which would materially limit the use of such properties or
     assets held for use in connection with, necessary for the conduct of, or
     otherwise material to, the Business. Except as herein provided, the Real
     Property is being sold AS IS AND WHERE IS.

          (b) Schedule 2.11(b) contains a complete and correct list of all
     Leases setting forth the address, landlord and tenant for each Lease. The
     Seller has delivered to the Buyer and Trucking correct and complete copies
     of the Leases. Each Lease is legal, valid, binding, enforceable, and in
     full force and effect, except as may be limited by bankruptcy, insolvency,
     reorganization and similar Applicable Laws affecting creditors generally
     and by the availability of equitable remedies. Neither the Seller nor any
     other party is in default, violation or breach in any respect under any
     Lease, and no event has occurred and is continuing that constitutes or,
     with notice or the passage of time or both, would constitute a default,
     violation or breach in any respect under any Lease. Each Lease grants the
     tenant under the Lease the exclusive right to use and occupy the demised
     premises thereunder. The Seller has good and valid title to the leasehold
     estate under each Lease, free and clear of all Liens other than Permitted
     Liens, and enjoys peaceful and undisturbed possession under each Lease.

          2.12 Intellectual Property.

          (a) Schedule 2.12(a) contains a complete and correct list of all
     Intellectual Property that is related to, used in, held for use in
     connection with, or necessary for the conduct of, or otherwise material to
     the Business, other than:

               (i)  inventions, trade secrets, processes, formulas,
                    compositions, designs and confidential business and
                    technical information; and

               (ii) other Intellectual Property that is neither registered nor
                    subject to application for registration and is not material
                    to the Business.

          (b) Except as set forth on Schedule 2.12(b), the Seller owns or has
     the exclusive right to use pursuant to license, sublicense, agreement or
     permission all of the Intellectual Property that is related to, used in,
     held for use in connection with, or necessary for the conduct of, or
     otherwise material to the Business, free from any Liens (other than
     Permitted Liens) and free from any requirement of any past, present or
     future royalty payments, license fees, charges or other payments, or
     conditions or restrictions whatsoever.

          (c) The conduct of the Business does not infringe or otherwise
     conflict with any rights of any Person in respect of any Intellectual
     Property. To the Knowledge


                                       13

<PAGE>

     of the Seller, none of the Seller's Intellectual Property is being
     infringed or otherwise used or available for use, by any other Person. No
     claim or demand of any Person has been made nor is there any proceeding
     that is pending, or to the Knowledge of the Seller, threatened, nor is
     there a reasonable basis therefor, which (i) challenges the rights of the
     Seller in respect of any Intellectual Property or (ii) asserts that the
     Seller is infringing or otherwise in conflict with, or is required to pay
     any royalty, license fee, charge or other amount with regard to, any
     Intellectual Property. None of the Seller's Intellectual Property is
     subject to any outstanding order, ruling, decree, judgment or stipulation
     by or with any court, arbitrator, or administrative agency, or has been the
     subject of any litigation within the last five years, whether or not
     resolved in favor of the Seller.

          (d) Immediately after the Closing, the Buyer or Trucking, in
     accordance with the allocation on the Allocation Schedule, will own all of
     the Intellectual Property owned by the Seller as of the date hereof,
     including the mark "Southern Pride Catfish" and the marks listed on
     Schedule 2.12(d), and will have a right to use all other Intellectual
     Property used by the Seller in connection with the Business, free from any
     Liens (other than Permitted Liens) and on the same terms and conditions as
     in effect prior to the Closing. There are, and immediately after the
     Closing will be, no contractual restriction or limitations pursuant to any
     orders, decisions, injunctions, judgments, awards or decrees of any
     Governmental Authority on the right of the Buyer or Trucking to use the
     name and mark "Southern Pride Catfish" or any of the names and marks listed
     on Schedule 2.12(d) in the conduct of the Business as presently carried on
     by the Seller or as such Business may be extended by the Buyer or Trucking.

          2.13 Employee Matters.

          (a) Except as set forth in Section 2.13(b), the Seller has no written
     agreements with its employees or representatives of its employees,
     including collective bargaining agreements, employment agreements, deferred
     or executive compensation plans, or bonus plans. Each of the agreements
     listed on Schedule 2.13(b) is in full force and effect, and neither the
     Seller nor any other party thereto is in breach or default under any such
     agreement, nor has an event occurred or does a condition exist that, with
     the giving of notice or passage of time, or both, would result in such
     breach or default. The Seller has not received any petition for, or written
     notice of any action being taken with respect to, any collective bargaining
     representation or any unfair labor practice charge, grievance or
     arbitration or jurisdictional dispute; nor are there any other labor
     disputes pending with respect to the Seller's employees.

          (b) Each Seller Plan is set forth on Schedule 2.13(b) and a copy of
     each Seller Plan has been made available to the Buyer, Trucking, and the
     Buyer's Parent. The Seller has performed the obligations required to be
     performed by it under, and has complied with the provisions of, all such
     Seller Plans, except where such non-compliance would not reasonably be
     expected to have a Material Adverse Effect, and to the Seller's


                                       14

<PAGE>

     Knowledge, all such Seller Plans are in full force and effect and
     constitute the valid and legally binding obligations of the parties
     thereto. Each of the Seller Employee Plans has been operated in compliance
     with applicable provisions of the Code and ERISA, except where such
     non-compliance would not reasonably be expected to have a Material Adverse
     Effect. No condition exists and no event has occurred with respect to any
     of the Seller's Multiemployer Plans that presents a material risk of a
     complete or partial withdrawal under subtitle E of Title IV of ERISA. None
     of the Seller's Multiemployer Plans is in "reorganization" or "insolvent."
     The Seller has no liability for any retiree medical benefits or any other
     post-retirement or post-employment benefit arrangements or obligations for
     any employee, former employee or other Person, or any beneficiaries
     thereof, except as otherwise required by Part 6 of Subtitle B of Title I of
     ERISA and section 4980B of the Code and then only to the extent such Person
     pays the applicable premiums for such benefit or otherwise pays the full
     cost of such benefit.

          (c) The Seller has no liabilities for (i) any disability benefits
     (other than workers compensation) to any employee or former employee of the
     Seller or (ii) wages, salary, incentive compensation or employee benefits
     to any employee who is not on active duty due to disability.

          2.14 Environmental Matters.

          (a) All Environmental Permits are identified on Schedule 2.14(a), and
     the Seller currently holds, and at all times has held, all such
     Environmental Permits necessary to the Business, and all such Environmental
     Permits shall be validly transferred to the Buyer or Trucking on the
     Closing Date. The Seller has not been notified by any relevant Governmental
     Authority that any Environmental Permit will be modified, suspended,
     canceled or revoked, or cannot be renewed in the ordinary course of
     business.

          (b) The Seller and its Affiliates have complied and are in compliance
     in all material respects with all Environmental Permits and all applicable
     Environmental Laws pertaining to the Real Property (and the use, ownership
     or transferability thereof) and the Business. Except as set forth on
     Schedule 2.14(b), no Person has alleged any violation by the Seller or any
     of its Affiliates of any Environmental Permits or any applicable
     Environmental Law relating to the conduct of the Business or the use,
     ownership or transferability of the Real Property.

          (c) Neither the Seller nor any of its Affiliates has caused or taken
     any action that has resulted or may result in, or has been or is subject
     to, any liability or obligation relating to (i) the environmental
     conditions on, under, or about any Real Property, the Acquired Assets or
     other properties or assets used in, held for use in connection with,
     necessary for the conduct of, or otherwise material to, the Business, or
     (ii) the past or present use, management, handling, transport, treatment,
     generation, storage or Release of any Hazardous Substances.


                                       15

<PAGE>

          (d) Except as set forth on Schedule 2.14(d):

               (i)   None of current or past operations, or any by-product
                     thereof, and none of the currently or formerly owned
                     property or assets of the Seller used in or held for use in
                     connection with the Business, including the Acquired Assets
                     and the Real Property, is related to or subject to any
                     investigation or evaluation by any Governmental Authority,
                     as to whether any Remedial Action is needed to respond to a
                     Release or threatened Release of any Hazardous Substances.

               (ii)  The Seller is not subject to any outstanding order,
                     judgment, injunction, decree or writ from, or contractual
                     or other obligation to or with, any Governmental Authority
                     or other Person in respect of which the Buyer or Trucking
                     may be required to incur any Environmental Liabilities or
                     costs arising from the Release or threatened Release of a
                     Hazardous Substance.

               (iii) None of the Real Property is, and neither the Seller nor
                     any of its Affiliates has transported or arranged for
                     transportation (directly or indirectly) of any Hazardous
                     Substances relating to the Acquired Assets or the Real
                     Property to any location that is, listed or proposed for
                     listing under CERCLA, or on any similar state list, or the
                     subject of federal, state or local enforcement actions or
                     investigations or Remedial Action.

               (iv)  No work, repair, construction or capital expenditure is
                     required or planned in respect of the Acquired Assets
                     pursuant to or to comply with any Environmental Law, nor
                     has the Seller or any of its Affiliates received any notice
                     of any such requirement, except for such work, repair,
                     construction or capital expenditure as is not material to
                     the Business and is in the ordinary course of business.

          (e) The Seller has disclosed and made available to the Buyer,
Trucking, and the Buyer's Parent all information, including all studies,
analyses and test results, in the possession, custody or control of the Seller
and its Affiliates (including the Shareholder) relating to (i) the environmental
conditions on, under or about the Real Property, and (ii) Hazardous Substances
used, managed, handled, transported, treated, generated, stored or Released by
any Seller or any other Person at any time on any Real


                                       16

<PAGE>

Property, or otherwise in connection with the use or operation of the properties
or assets used in or held for use in connection with the Business.

          2.15 Litigation. Except as set forth on Schedule 2.15, (a) there are
no judgments outstanding against the Seller or to or by which the Seller is or
may be subject or bound which could reasonably be expected to have a Material
Adverse Effect; (b) there is no suit, action or proceeding pending against or,
to the Knowledge of the Seller, threatened against the Seller or any of its
properties that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect; and (c) there is no suit, claim, action,
proceeding or investigation to restrain, prohibit or otherwise challenge the
legality or propriety of the transactions contemplated by this Agreement
pending, or to the Knowledge of the Seller, threatened against the Seller as of
the date of this Agreement which would be reasonably likely to prevent or delay
the consummation of the transactions contemplated by this Agreement
(collectively, "Material Adverse Litigation").

          2.16 Product Liability. Except as set forth on Schedule 2.16, the
Seller has no liability or obligation of any nature (whether known or unknown,
accrued, absolute, contingent or otherwise, and whether due or to become due),
whether based on strict liability, negligence, breach of warranty (express or
implied), breach of contract or otherwise, in respect of any product, component
or other item manufactured, sold, designed or produced prior to the Closing by,
or service rendered prior to the Closing by or on behalf of, the Seller or any
predecessor thereto, that (i) is not fully and adequately covered by policies of
insurance or by indemnity, contribution, cost sharing or similar agreements or
arrangements by or with other Persons, and (ii) is not otherwise fully and
adequately reserved against as reflected in the Financial Statements and (iii)
will not otherwise be fully and adequately reserved against as reflected in the
Subsequent Monthly Financial Statements.

          2.17 Insurance.

          (a) Schedule 2.17(a) lists all material policies of insurance and
     surety bonds in force maintained, owned or held by the Seller on the date
     hereof. All such policies are with financially sound insurers and are in
     full force and effect and insure against risks and liabilities to an extent
     and in a manner customary in the catfish processing and distribution
     business. All premiums due on such policies have been paid, and the Seller
     has complied in all material respects with the provisions of such policies.

          (b) The product liability insurance policies listed on Schedule
     2.17(a) provide product liability coverage for the Seller on an occurrence
     basis, cover all claims for injuries which may occur on or prior to the
     Closing Date, and will cover payment of any adverse judgment rendered
     against the Buyer or Trucking or any costs of defense of the Buyer or
     Trucking to the extent that the Buyer or Trucking, as the case may be, is


                                       17

<PAGE>

     named as a defendant in any claim arising out of a product liability
     occurrence occurring on or prior to the Closing Date.

          2.18 Accounts Receivable. As of the date hereof, the Seller has no
accounts receivable of more than $10,000 that are unpaid for more than 70 days
after the invoice date. To the Knowledge of the Seller, all accounts receivable
of the Seller reflected on the June 30 Balance Sheet (except those collected
since June 30, 2002) and any additional accounts receivable reflected on the
books of the Seller are collectible and are not subject to offset except to the
extent adequately reserved against thereon. All such accounts receivable have
been generated in the ordinary course of business and reflect a bona fide
obligation for the payment of goods or services provided by the Seller.

          2.19 Affiliate Transactions. Except as set forth on Schedule 2.19, the
Seller is not a party to any agreement or arrangement with (a) the Shareholder,
his spouse, children or any trust established primarily for the benefit of the
foregoing Persons; (b) any of the directors or officers of the Seller or (c) any
Affiliate of one or any group of the foregoing Persons.

          2.20 Brokers and Finders. Neither the Seller not any of its officers,
directors, employees or Affiliates (including the Shareholder) has employed any
investment banker, broker or finder or incurred any liability for any brokerage
fees, commissions or finder's fees in connection with the transactions
contemplated herein.

          2.21 Books and Records. The books of account, minute books, stock
record books and other records and documents that have been made available to
the Buyer, Trucking, and the Buyer's Parent are true, correct and complete
copies thereof in all material respects, and all records of the Seller have been
maintained in accordance with sound business practices.

          2.22 No Knowledge of False Warranties of Seller. To the Knowledge of
the Seller and the Shareholder all of the warranties of the Seller and the
Shareholder in this Agreement are true and correct in all material respects as
of the Closing Date and there are no material errors in, or material omissions
from, the Seller's Disclosure Schedules.

                                  ARTICLE III

                 WARRANTIES OF THE BUYER AND THE BUYER'S PARENT

          The Buyer, Trucking, and the Buyer's Parent, jointly and severally,
warrant to the Seller that:


                                       18

<PAGE>

          3.1 Organization and Authority. Each of the Buyer and the Buyer's
Parent is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. Trucking is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware and has all requisite corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by each of the Buyer, Trucking, and the Buyer's
Parent have been duly and validly authorized and approved by all requisite
corporate action of the Buyer, Trucking, and the Buyer's Parent. This Agreement
has been duly executed and delivered by each of the Buyer, Trucking, and the
Buyer's Parent and constitutes a valid and binding agreement of the Buyer,
Trucking, and the Buyer's Parent, enforceable against the Buyer, Trucking, and
the Buyer's Parent in accordance with its terms, except (x) as the same may be
limited by applicable bankruptcy, insolvency, moratorium or similar laws of
general application relating to or affecting creditors' rights, including the
effect of statutory or other laws regarding fraudulent conveyances and
preferential transfers and (y) for the limitations imposed by general principles
of equity.

          3.2 No Conflicts; Consents and Approvals, etc.

          (a) The execution and delivery of this Agreement by each of the Buyer,
     Trucking, and the Buyer's Parent do not, and the consummation by each of
     them of the transactions contemplated hereby, will not (i) violate or
     conflict with the organization documents of the Buyer, Trucking, or the
     Buyer's Parent; or (ii) constitute a breach or default (or an event which
     with notice or lapse of time or both would become a breach or default) of
     any Applicable Law or any mortgage, agreement, deed of trust, indenture or
     any other instrument to which the Buyer, Trucking, the Buyer's Parent, or
     any of their respective Subsidiaries is bound.

          (b) Except as set forth on Schedule 3.2 and for any applicable
     requirements of the HSR Act, neither the execution and delivery of this
     Agreement by each of the Buyer, Trucking, and the Buyer's Parent, nor the
     consummation by them of the transactions contemplated hereby, will require
     any Consent, approval or authorization of, or filing with or notification
     to, any Person or Governmental Authority, except such other Consents,
     approvals, authorizations, filings or notifications as, if not obtained or
     made, individually or in the aggregate, would not reasonably be expected to
     have a material adverse effect on the ability of the Buyer, Trucking or the
     Buyer's Parent to consummate the transactions contemplated hereby (a "Buyer
     Material Adverse Effect").

          3.3 Litigation. There are no judicial or administrative actions,
proceedings or investigations pending or, to the Knowledge of the Buyer,
Trucking, and


                                       19

<PAGE>

the Buyer's Parent, threatened, which (i) individually or in the aggregate,
would reasonably be expected to have a Buyer Material Adverse Effect or (ii)
question the validity of this Agreement or any action taken or to be taken by
the Buyer, Trucking or the Buyer's Parent in connection herewith.

          3.4 Brokers and Finders. None of the Buyer, Trucking, the Buyer's
Parent, or any of their respective officers, directors, employees or Affiliates
has employed any investment banker, broker or finder or incurred any liability
for any brokerage fees, commissions or finder's fees in connection with the
transactions contemplated herein.

          3.5 No Knowledge of False Warranties of Buyer. To the Knowledge of the
Buyer, Trucking, and the Buyer's Parent all of the warranties of the Buyer,
Trucking, and the Buyer's Parent in this Agreement are true and correct in all
material respects as of the Closing Date.

                                   ARTICLE IV

                                    COVENANTS

          4.1 Conduct of Business of the Seller. During the period from the date
hereof to the Closing Date, except as (x) contemplated or permitted by this
Agreement or (y) otherwise consented to by the Buyer, Trucking or the Buyer's
Parent in writing (which consent shall not be unreasonably withheld with respect
to capital expenditures designed to expand the Business), the Seller will, and
the Shareholder will cause the Seller to:

          (a) conduct the Business in the usual, regular and ordinary course, in
     substantially the same manner as conducted before the date of this
     Agreement;

          (b) pay accounts payable in a manner consistent with past practice and
     pay other obligations when they become due and payable in the ordinary
     course of business (except for any accounts payable or other obligations
     disputed in good faith);

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

          (d) maintain its books of account and records in a manner consistent
     with prior practice;

          (e) comply in all respects with all Applicable Laws;








                                       20

<PAGE>

          (f) not merge or consolidate with (or agree to merge or consolidate
     with), buy substantially all of the assets of, or otherwise acquire a
     business, corporation, partnership, association or other business
     organization or division;

          (g) not incur any indebtedness for borrowed money or agree to cancel
     debts owing, except in the ordinary course of business consistent with
     prior practice;

          (h) not incur any obligation or liability, absolute, accrued,
     contingent or otherwise, whether due or to become due, except current
     liabilities for trade or business obligations incurred in connection with
     the purchase of goods or services in the ordinary course of business
     consistent with prior practice;

          (i) not discharge or satisfy any Lien other than those required to be
     discharged or satisfied, or pay any obligation or liability, absolute,
     accrued, contingent or otherwise, whether due or to become due, other than
     current liabilities shown on the June 30 Balance Sheet and current
     liabilities incurred after June 30, 2002 in the ordinary course of business
     consistent with prior practice;

          (j) not sell, transfer, lease to others or otherwise dispose of any of
     its property or assets (except for inventory sold in the ordinary course of
     business);

          (k) not assign, mortgage, pledge or otherwise subject to Lien, any
     property or assets, whether tangible or intangible;

          (l) not forgive, cancel or compromise any material debt or claim, or
     waive or release any material right;

          (m) not enter into, terminate, modify or breach any Contract, Lease or
     other agreement or commitment;

          (n) not transfer or grant any rights or licenses under, or enter into
     any settlement regarding the breach or infringement of, any Intellectual
     Property, or modify any existing rights with respect thereto;

          (o) not make any change in the rate of compensation, commission, bonus
     or other direct or indirect remuneration payable, or pay or agree or orally
     promise to pay, conditionally or otherwise, any bonus, incentive, retention
     or other compensation, retirement, welfare, fringe or severance benefit or
     vacation pay, to or in respect of any shareholder, director, officer,
     employee, salesman, distributor or agent of the Seller;

          (p) not make any cash distributions to (i) the Shareholder, his spouse
     or widow, children, any trust established primarily for the benefit of any
     of the








                                       21

<PAGE>

     foregoing Persons, (ii) any of the officers or directors of the Seller
     (iii) or any Affiliate of any of the foregoing Persons;

          (q) replenish its inventories and supplies in a normal and customary
     manner consistent with its prior practice and prudent business practices
     prevailing in the catfish processing and distribution industry, not make
     any purchase commitment in excess of the normal, ordinary and usual
     requirements of the Business or at any price in excess of the then current
     market price or upon terms and conditions more onerous than those usual and
     customary in the industry, and not make any change in its selling, pricing,
     advertising or personnel practices inconsistent with its prior practice and
     prudent business practices prevailing in the industry;

          (r) (i) not purchase or make a commitment to purchase at a premium
     above the market price (applied consistently to other vendors) any amount
     of Glover Catfish in excess of an average amount of 350,000 pounds per
     calendar month; (ii) not increase the purchase price at which Glover
     Catfish has been purchased prior to the date of this Agreement; and (iii)
     not purchase any Glover Catfish that does not meet the quality standards
     that have been consistently applied by the Seller to other vendors prior to
     the date of this Agreement;

          (s) not make any capital expenditures or capital additions or
     improvements in excess of an aggregate of $100,000;

          (t) not institute, settle or agree to settle any litigation, action or
     proceeding before any court or Governmental Authority relating to the
     Business, the Acquired Assets or the Assumed Liabilities (other than in the
     ordinary course of business consistent with past practices, but in each
     case not involving amounts in excess of $100,000);

          (u) not make any material changes in policies or practices relating to
     selling practices, returns, discounts or other terms of sale or accounting
     therefor or in policies of employment;

          (v) use best efforts to keep in full force and effect insurance,
     including product liability insurance, comparable in amount and scope of
     coverage to insurance now carried in connection with the Business.

          4.2 Access to Information, etc.

          (a) Subject to the provisions of Section 4.3 and the terms and
     conditions of the Confidentiality Agreement (which shall remain in full
     force and effect after the date of this Agreement), between the date of
     this Agreement and the Closing Date, the Seller will (i) give the Buyer,
     Trucking, the Buyer's Parent and their authorized


                                       22

<PAGE>

     representatives reasonable access, during regular business hours upon
     reasonable notice, to all offices and other facilities and books and
     records of the Seller, (ii) permit the Buyer, Trucking, and the Buyer's
     Parent to make such reasonable inspections of the offices, facilities,
     books and records of the Seller as the Buyer, Trucking or the Buyer's
     Parent may reasonably require and (iii) cause its officers to furnish the
     Buyer, Trucking, and the Buyer's Parent with such financial and operating
     data and other information with respect to the Business and properties of
     the Seller as the Buyer, Trucking or the Buyer's Parent may from time to
     time reasonably request.

          (b) All access to information pursuant to Section 4.2(a) shall be
     coordinated through Joe T. Glover, Jr. or one or more representatives that
     he may from time to time designate. From the date of this Agreement, the
     Buyer, Trucking, and the Buyer's Parent (and all of their respective
     agents, employees, directors, officers, Subsidiaries and Affiliates) may
     contact and communicate with any employees, partners, customers, suppliers,
     lenders or licensors of the Seller in connection with the transactions
     contemplated by this Agreement only with the prior written consent of the
     Seller or the Shareholder, which consent shall not be unreasonably withheld
     or delayed.

          4.3 Confidentiality.

          (a) All information provided or obtained under Section 4.2(a) shall be
     held by the Buyer, Trucking, the Buyer's Parent, and their officers,
     directors, employees, Subsidiaries and Affiliates in accordance with and
     subject to the terms of the Confidentiality Agreement, and each of the
     Buyer, Trucking, and the Buyer's Parent hereby agrees that the provisions
     of the Confidentiality Agreement will apply to any properties, books,
     records, data, documents and other information relating to the Seller or
     the Business that is provided to the Buyer, Trucking, the Buyer's Parent,
     or any of their advisers, officers, directors, employees or Affiliates
     pursuant to this Agreement.

          (b) Without limiting any obligations set forth in the Confidentiality
     Agreement, the Buyer, Trucking, and the Buyer's Parent shall not, and shall
     cause their officers, directors, employees, Subsidiaries and Affiliates not
     to, disclose to any third party or entity in any manner whatsoever the
     Confidential Information or any portion thereof (except as may be required
     by Applicable Law and after compliance with this Section 4.3), without the
     prior written consent of the Seller. In the event the Buyer, Trucking, the
     Buyer's Parent, any of their officers, directors, employees, Subsidiaries
     or Affiliates, or any Person to whom the Buyer, Trucking or the Buyer's
     Parent disclose the Confidential Information become compelled by Applicable
     Law to disclose the Confidential Information or any portion thereof, the
     Buyer, Trucking, and the Buyer's Parent shall use reasonable efforts to
     provide the Seller with prompt notice before such Confidential Information
     is disclosed so that the Seller may if it so chooses seek an appropriate
     protective order, injunctive relief or other appropriate relief. If
     requested by the Seller, the Buyer, Trucking, and the Buyer's Parent will
     exercise reasonable efforts to


                                       23

<PAGE>

     assist the Seller in obtaining a protective order, injunctive relief, or
     other appropriate relief. If in the absence of such relief, the Buyer,
     Trucking, the Buyer's Parent, any of their officers, directors, employees,
     Subsidiaries or Affiliates, or any Person to whom the Buyer, Trucking or
     the Buyer's Parent disclose the Confidential Information become required to
     disclose the Confidential Information or any portion thereof by Applicable
     Law, such Person may disclose the Confidential Information without
     liability hereunder, provided that such Person discloses only that portion
     of the Confidential Information that it is advised by outside counsel is
     required.

          4.4 Reasonable Best Efforts. Each of the parties hereto agrees to use
     its reasonable best efforts to take, or cause to be taken, all appropriate
     action, and to do, or cause to be done, all things necessary, proper or
     advisable under applicable laws and regulations to consummate and make
     effective the transactions contemplated by this Agreement in the most
     expeditious manner practicable, including, but not limited to, the
     satisfaction of all conditions to the Closing. Without limiting the
     generality of the foregoing, each of the Seller, the Buyer and Trucking
     shall make or cause to be made all required filings with or applications to
     Governmental Authorities which are necessary to consummate the transactions
     contemplated by this Agreement and will use their reasonable best efforts
     to obtain all necessary Consents from applicable third parties to the
     transactions contemplated hereby.

          4.5 No Solicitation.

          (a) During the term of this Agreement, the Seller, any of its
     Affiliates (including the Shareholder), or any Person acting on their
     behalf shall not (i) solicit or encourage any inquiries or proposals for,
     or enter into any discussions with respect to, the acquisition of any
     properties and assets held for use in connection with, necessary for the
     conduct of, or otherwise material to, the Business or (ii) furnish or cause
     to be furnished any non-public information concerning the Business to any
     Person (other than the Buyer, Trucking, the Buyer's Parent, and their
     respective Subsidiaries, Affiliates, agents and representatives), other
     than

               (A)  in the ordinary course of business or

               (B)  pursuant to Applicable Law and after prior written notice to
                    the Buyer, Trucking, and the Buyer's Parent.

          (b) During the term of this Agreement, the Seller, the Shareholder, or
     any Person acting on their behalf shall not sell, transfer or otherwise
     dispose of, grant any option or proxy to any Person with respect to, create
     any Lien upon, or transfer any interest in, any of the Seller's properties
     and assets, other than in the ordinary course of business consistent with
     prior practice and this Agreement.


                                       24

<PAGE>

          4.6 Public Announcements. So long as this Agreement is in effect, the
parties hereto agree that, except as may be otherwise required by Applicable
Law, any press release or other public announcement or statement, whether
written or oral, with respect to this Agreement or the transactions contemplated
hereby shall be subject to mutual agreement and consent prior to the
dissemination thereof, provided, however, that nothing in this Section 4.6 shall
prevent the Seller from notifying its employees, directors, accountants,
attorneys, bankers or consultants of the execution and delivery of this
Agreement. Except to the extent required by Applicable Law, the parties hereto
shall agree to the timing and the text of the initial press release announcing
the execution and delivery of this Agreement; provided, however, that nothing in
this Section 4.6 shall prevent the Buyer's Parent from filing with the
Securities and Exchange Commission a report on Form 8-K with respect to this
Agreement upon its execution and after the Closing.

          4.7 Financial Statements. Until the Closing, on or before the 21st day
of each month, the Seller shall deliver to the Buyer, Trucking, and the Buyer's
Parent unaudited financial statements of the Seller as at and for the monthly
period ending the last day of the preceding month (the "Subsequent Monthly
Financial Statements"), which shall include a balance sheet and statement of
income. At the time that the Subsequent Monthly Financial Statements are
delivered to the Buyer, Trucking, and the Buyer's Parent, the Seller shall by
such delivery be deemed to have made to the Buyer, Trucking, and the Buyer's
Parent with respect to such Subsequent Monthly Financial Statements the
warranties set forth in Section 2.4.

          4.8 Affiliate Transactions.

          (a) Between the date of this Agreement and the Closing Date, without
     the prior written consent of the Buyer, Trucking or the Buyer's Parent, the
     Seller shall not enter into any agreements or arrangements, or modify the
     terms or conditions of any existing agreements or arrangement, with (a) the
     Shareholder, his spouse or widow, children or any trust established
     primarily for the benefit of any such Persons; (b) any of the directors or
     officers of the Seller; or (c) any Affiliate of one or any group of the
     foregoing Persons; provided, however, that the Seller may agree to pay,
     after the Closing, severance or change of control bonuses payable out of
     the proceeds of the Purchase Price to any Key Employees.

          (b) Notwithstanding anything in Section 4.8(a) to the contrary, at or
     prior to the Closing, the Seller may pay or distribute to Mr. Glover, in
     addition to any other wages or salary to which Mr. Glover may be entitled
     in the ordinary course, an amount not to exceed $2,000,000.

          4.9 Consultation. From and after the Closing, the Buyer and Trucking
will retain Joe T. Glover, Jr. as president of the Buyer and Trucking, for a
period of time








                                       25

<PAGE>

and on the terms and subject to the conditions set forth in an employment and
non-competition agreement (the "Employment and Non-Competition Agreement") to be
entered into by Mr. Glover at the Closing, substantially in the form attached
hereto as Exhibit D.

          4.10 Key Employees.

          (a) Effective as of the Closing Date, the Buyer or Trucking shall
     offer employment to each Key Employee for at least the 18-month period
     following the Closing Date (the "Retention Period"), at a salary (including
     incentive compensation and fringe benefits) not less than such Key
     Employee's salary (including incentive compensation and fringe benefits)
     for the twelve months ending as of the month most recently ended prior to
     the date of this Agreement, as set forth on Schedule 4.10(a). Effective as
     of the Closing Date, the Buyer or Trucking shall assume the liability of
     the Seller in respect of those Key Employees who accept such offers of
     employment (the "Transferred Key Employees") for accrued but unpaid
     salaries, wages, vacation and sick pay and 2002 incentive compensation.
     Notwithstanding anything in this Agreement to the contrary, the Seller
     shall remain responsible for payment of (i) any and all severance, change
     in control or other similar compensation or benefits which are or may
     become payable in connection with the consummation of the transactions
     contemplated by this Agreement and (ii) any liabilities to or in respect of
     Key Employees who do not become Transferred Key Employees accruing after
     the Closing Date.

          (b) In the event that, during the Retention Period, the Buyer or
     Trucking terminates the employment of a Transferred Key Employee without
     cause or a Transferred Employee resigns following (i) a reduction in
     salary, fringe benefits or incentive compensation or (ii) a requirement
     that such Transferred Key Employee relocate out of Hale County, Alabama,
     the Buyer or Trucking, as the case may be, will pay such Transferred Key
     Employee a severance benefit equal to two times the total wages reflected
     on the Transferred Key Employee's IRS Forms W-2 for the twelve months
     immediately preceding the Closing (determined by prorating any amount shown
     on such forms ratably over the employment period covered by such forms),
     multiplied by a fraction the numerator of which is 24 minus the number of
     months the Transferred Key Employee was employed by the Buyer or Trucking,
     as the case may be, and the denominator of which is 24.

          (c) After the expiration of the Retention Period, any Transferred Key
     Employee may remain employed by the Buyer or Trucking, as the case may be,
     if such employment is mutually agreed to by the Transferred Key Employee
     and the Buyer or Trucking, in which case the Buyer or Trucking, as the case
     may be, will provide the Transferred Key Employee with severance benefits
     equivalent to the severance benefits available to other similarly situated
     employees of the Buyer or Trucking, as the case may be.


                                       26

<PAGE>

          (d) Notwithstanding anything in this Agreement to the contrary, the
     foregoing paragraphs (a), (b) and (c) shall not apply to any Key Employee
     who shall have executed at or prior to the Closing an employment agreement
     (an "Alternative Employment Agreement"), substantially in the form attached
     hereto as Exhibit E, setting forth different terms and conditions of
     employment and expressly providing that paragraphs (a), (b) and (c) of this
     Section shall not apply to such Key Employee. In the event that a Key
     Employee chooses not to enter into an Alternative Employment Agreement, the
     Buyer and Trucking agree to offer the Key Employees the opportunity to
     execute an employment agreement with the Buyer or Trucking, containing
     provisions inclusive of provisions of the foregoing paragraphs (a), (b) and
     (c) (a "Conforming Employment Agreement").

          4.11 Other Employee Matters.

          (a) The Buyer or Trucking shall offer employment, effective as of the
     Closing Date and contingent upon the Closing, to those employees of the
     Seller employed in the operations of the Business who, immediately prior to
     the Closing Date, are employed by the Seller and on active duty, including
     those on vacation or short-term sick leave or those who are disabled but
     receiving wages, salary, or disability benefits from the Seller, and whom
     the Buyer or Trucking is legally permitted to hire. Those employees
     (including the Key Employees) who accept such offers of employment
     effective as of the Closing Date shall be referred to herein as the
     "Transferred Employees." Effective as of the Closing Date, the Buyer or
     Trucking shall assume the liability of the Seller in respect of the
     Transferred Employees for accrued but unpaid salaries, wages, vacation and
     sick pay and incentive compensation for the fiscal year in which the
     Closing occurs.

          (b) Notwithstanding anything in this Agreement to the contrary, the
     Seller shall remain responsible for payment of (i) any and all severance,
     change in control or other similar compensation or benefits which are or
     may become payable in connection with the consummation of the transactions
     contemplated by this Agreement and (ii) any liabilities to or in respect of
     employees who do not become Transferred Employees after having been offered
     employment by the Buyer or Trucking in accordance with the terms hereof,
     accruing after the Closing Date.

          (c) Effective as of the Closing Date and contingent upon the Closing,
     the Buyer or Trucking may, but shall not be required to, assume sponsorship
     of the Seller Plans. In the case of those Seller Plans for which the Buyer
     or Trucking does not so assume sponsorship effective as of the Closing
     Date, the Transferred Employees shall cease to participate in such Seller
     Plans and the Buyer or Trucking shall permit such Transferred Employees to
     participate in or be eligible to participate in employee benefit plans or
     arrangements that are maintained by the Buyer or Trucking, as the case may
     be, and that shall be comparable in all material respects to those provided
     by the Seller as of


                                       27

<PAGE>

     the date hereof. Transferred Employees shall receive credit for all
     purposes (including for purposes of eligibility and vesting provisions and
     provisions relating to waiting periods) under the employee benefit plans
     and programs of the Buyer or Trucking, as the case may be, for such
     Transferred Employees' service with the Seller, and shall receive credit
     for all deductibles and co-payments incurred under the Seller's health or
     other welfare Plans before the Closing Date. In the event the Buyer or
     Trucking, as the case may be, sponsors a tax-deferred savings plan (the
     "Buyer's 401(k) Plan"), (i) all eligible Transferred Employees who were
     participants in the Seller's tax-deferred savings plan or plans (the
     "Seller's 401(k) Plan") on the Closing Date shall commence participation in
     the Buyer's 401(k) Plan as of the Closing Date; and (ii) as soon as
     practicable following the expiration of a 30-day period following the date
     of filing of any required notices with the IRS by both the Seller and the
     Buyer or Trucking, the Seller shall cause the transfer from the Seller's
     401(k) Plan to the Buyer's 401(k) Plan of the value of the account balances
     of the Transferred Employees in cash on the date of transfer. The Seller
     will give all Transferred Employees who are ineligible to participate in
     the Buyer's 401(k) Plan the opportunity to participate in the deferred
     compensation plan of the Buyer's Parent.

          (d) At the Closing, the Buyer or Trucking shall pay to all Transferred
     Employees their accrued 2002 incentive compensation, to the extent not
     previously paid by the Seller, in the amounts set forth on Schedule
     4.11(d).

          (e) The Buyer, Trucking, and the Seller shall (i) treat the Buyer,
     Trucking, or any Affiliate of the Buyer or Trucking becoming an employer of
     Transferred Employees as a "successor employer" and the Seller as a
     "predecessor," within the meaning of sections 3121(a)(1) and 3306(b)(1) of
     the Code, with respect to Transferred Employees to be employed by the
     Buyer, Trucking, or an Affiliate of the Buyer or Trucking for purposes of
     Taxes imposed under the United States Federal Unemployment Tax Act ("FUTA")
     or the United States Federal Insurance Contributions Act ("FICA"), and (ii)
     cooperate with each other to avoid the filing of more than one IRS Form W-2
     with respect to each Transferred Employee for the calendar year in which
     the Closing Date occurs. The parties agree to report wages under Section 4
     of Rev. Proc. 96-60. The parties shall cooperate to provide one another
     Forms W-4, A-4, or other withholding forms, wage records, and such other
     information as any party may reasonably require to meet its filing
     obligations with respect to wages paid during 2002. The Buyer or Trucking
     shall make available to the Seller all payroll, tax, or other information
     acquired by the Buyer or Trucking from the Seller to allow the Seller to
     meet its filing, payment, and audit requirements in a timely manner. The
     Buyer and Trucking shall prepare all Forms W-2 and payroll returns for
     2002, or any portion thereof, that come due after the Closing, as limited
     agents for the Seller to the extent such reports reflect activities of the
     Seller prior to the Closing. All payroll Taxes coming due after the Closing
     shall be paid by the Buyer or Trucking.


                                       28

<PAGE>

          The parties shall further cooperate in the filing of Forms 940 with
respect to FUTA and similar forms with respect to state unemployment
compensation. In particular, all such forms that come due after the Closing
shall be prepared by the Buyer, but shall be filed in the name of the Buyer,
Trucking, or the Seller, as appropriate, such that the Seller shall report wages
paid by the Seller prior to the Closing, and the Buyer or Trucking shall report
wages paid by the Buyer or Trucking after the Closing. However, should an
election be available under Applicable Law to combine such filings, the Buyer
may elect to do so. To the extent permissible under Applicable Law, the Buyer
and Trucking shall be entitled to a credit for FUTA and state unemployment
compensation premiums paid by the Seller. With respect to those returns
reflecting wages paid by the Seller, the Buyer is authorized to prepare such
returns as limited agent for the Seller.

          To the extent permitted under applicable state unemployment
compensation laws, the Buyer is entitled to assume the unemployment compensation
contribution rate for the Seller, and the Seller shall cooperate with the Buyer
in providing appropriate records and information to the Buyer to facilitate the
foregoing.

          The Buyer, Trucking, and the Buyer's Parent shall defend, indemnify,
and hold the Seller and the Shareholder harmless from and against any and all
claims, interest, or penalties arising out of errors or omissions of the Buyer,
Trucking or the Buyer's Parent in preparing Tax returns, Forms W-2, or filing
such or related documentation with the IRS or the various departments of revenue
of the affected states.

          Trucking hereby appoints the Buyer as its agent with respect to the
preparation of payroll Tax returns, filing of Forms W-2, and the preparation of
payroll checks, and agrees to file appropriate state and federal forms so
notifying the Tax authorities, including IRS Form 2678. With respect to the time
period from the Closing Date through December 31, 2002, Trucking authorizes the
Buyer, as its limited agent, to file FICA Form 941, Forms W-2, and the like in
the name of the Seller.

          4.12 Releases of Personal Guarantees. The Buyer, Trucking, and the
Buyer's Parent shall use commercially reasonable efforts to cause the
Shareholder to be released from liability under all personal guarantees issued
by the Shareholder in connection with the Seller's indebtedness for borrowed
money to be assumed by the Buyer or Trucking under this Agreement (it being
understood that such efforts shall not include the modification of the terms
thereof in a fashion adverse to the Buyer or Trucking).

          4.13 Tax Matters.

          (a) The Buyer or Trucking shall pay or cause to be paid all Taxes
     relating to the Acquired Assets and the Assumed Liabilities, measured by
     net or taxable income for any taxable period, or portion thereof, beginning
     after the Closing Date. The








                                       29

<PAGE>

     Seller shall pay or cause to be paid all Taxes of the Seller or the
     Business that constitute Excluded Liabilities.

          (b) With respect to any employee of the Business to whom a sufficient
     amount of wages is paid by the Seller in the 2002 fiscal year of the Seller
     to claim the maximum per-employee credit under section 1400H of the Code,
     the Buyer and Trucking will not claim any portion of such credit for the
     2002 fiscal year. With respect to any other employee of the Business to
     whom wages are paid by the Seller during the 2002 fiscal year of the
     Seller, the Seller may claim the maximum per-employee credit permitted to
     be claimed by the Seller under section 1400H of the Code with respect to
     such wages paid by the Seller. If the Buyer or Trucking pays any wages to
     an employee of the Seller who becomes a Transferred Employee during 2002,
     and if such employee has been paid less than $10,000 in wages by the Seller
     in 2002, then the Buyer or Trucking, as the case may be, may claim the
     credit under section 1400H of the Code on the lesser or (i) the amount of
     wages paid by the Buyer or Trucking, as the case may be, during the 2002
     fiscal year of the Seller or (ii) $10,000 minus the amount of wages paid by
     the Seller to such employee during the 2002 fiscal year of the Seller.

          (c) The Seller shall pay or cause to be paid out of the proceeds of
     the transactions contemplated hereby all excise, sales, use, value added,
     transfer (including real property transfer), transfer gains, gross
     receipts, stamp, documentary, registration, conveyance, license and other
     similar taxes, together with any interest, additions or penalties with
     respect thereto and any interest in respect of such additions or penalties
     arising out of or in connection with or attributable to the transactions
     contemplated by this Agreement ("Transfer Taxes"). Notwithstanding the
     foregoing, the Buyer or Trucking shall pay or cause to be paid (i) all
     filing and recording Taxes and fees with respect to any deed conveying any
     Real Estate to the Buyer or Trucking, (ii) any sales or use Taxes with
     respect to any titled vehicles that are being purchased under this
     Agreement as part of the Acquired Assets and (iii) any Taxes or fees
     associated with the Buyer's or Trucking's financing of the purchase of the
     Acquired Assets under this Agreement. The Seller, the Buyer, and Trucking
     shall cooperate with each other in minimizing Transfer Taxes, including by
     providing each other all applicable exemption certificates with respect to
     such Transfer Taxes available under Applicable Law.

          4.14 Insurance.

          (a) From and after the Closing Date, the Buyer and Trucking shall, at
     their option, take one of the following actions: (i) continue all "claims
     made" insurance policies (including products liability insurance) held by
     the Seller as of the date hereof and naming the Seller and Mr. Joe T.
     Glover, Jr. as an insured for so long as Mr. Glover is employed by the
     Buyer or Trucking pursuant to Section 4.9 and for the relevant period of
     limitations thereafter; (ii) obtain appropriate "claims tail" policies
     providing continuing coverage for the Seller and Mr. Glover for such
     period; or (iii) obtain or








                                       30

<PAGE>

     continue its own policies insuring such risks naming the Seller and Mr.
     Glover as an additional named insured, covering acts occurring within two
     years prior to the Closing Date, for a period at least equal to the
     relevant period of limitations, with coverage limits not lower than the
     limits and deductibles under the policies insuring such risks that are held
     by the Seller as of the Closing Date. The Buyer and Trucking shall, at the
     request of Mr. Glover, from time to time provide certificates issued by the
     insurer, certifying that insurance policies satisfying these requirements
     have been obtained or continued by the Buyer and Trucking, and that 30
     days' advance written notice to Mr. Glover is required to terminate such
     insurance policies.

          (b) Notwithstanding the foregoing, the Seller shall, at the sole cost
     and expense of the Seller, at the Seller's option, either:

               (i)  (A) obtain "claims tail" insurance coverage, effective from
                    the Closing Date and for a period of two years thereafter,
                    under the Seller's employment practices liability insurance
                    policy existing on the date hereof, (B) increase the
                    coverage limit under such policy from $3,000,000 to
                    $6,000,000 effective as of the Closing Date, either by
                    procuring an additional policy or by reimbursing the Buyer
                    or Trucking for the cost of additional coverage to its
                    insurance; and (C) add the Buyer and Trucking as additional
                    named insureds under such insurance policy (it being
                    understood that the Seller shall provide to the Buyer a
                    certificate issued by the insurer, certifying that an
                    insurance policy that satisfies these requirements has been
                    obtained by the Seller); or

               (ii) pay the incremental insurance premium resulting from causing
                    the Buyer's existing employment practices liability
                    insurance policy to be endorsed to cover such prior acts
                    occurring within two years prior to the Closing Date as are
                    within the scope of coverage under the Seller's existing
                    employment practices liability insurance policy for acts
                    occurring with respect to the Seller prior to the Closing
                    Date.

          4.15 Use of Business Name.

          (a) After the Closing, the Seller and the Shareholder will not,
     directly or indirectly, use or do business, or allow any Affiliate to use
     or do business, or assist any third party in using or doing business, under
     the name and mark "Southern Pride" or


                                       31

<PAGE>

     "Southern Pride Catfish" (or any other name confusingly similar to such
     names and marks).

          (b) The Seller shall provide such written consents to the formation of
     the Buyer and Trucking as may be required for the Buyer and Trucking to be
     formed under such names and to qualify to do business in the State of
     Alabama or any other states in which such qualification is necessary. As
     soon as practicable after the Closing, the Seller shall amend its Articles
     of Incorporation to change its name to a name not confusingly similar to
     Southern Pride Catfish. In the event the Closing does not occur or this
     Agreement is terminated for any reason, the Buyer shall, as soon as
     practicable after such termination, either change the names of the Buyer
     and Trucking to names not confusingly similar to the name of the Seller, or
     shall cause the Buyer and Trucking to be dissolved and liquidated.

          4.16 Non-Competition. The Seller agrees that, for the five-year period
following the Closing, neither the Seller nor the Seller's Affiliates,
successors or assigns will be in Competition with the Business as now conducted
by the Seller.

          4.17 Notice of Proceedings. Each party will promptly notify the other
in writing upon (a) becoming aware of any order or decree or any complaint
seeking an order or decree (or any threat to seek any of the foregoing)
restraining or enjoining the consummation of the transactions contemplated
hereby or (b) receiving any notice from any court or Governmental Authority of
its intention to (i) commence an investigation into, or commence a suit or
proceeding to restrain or enjoin, the consummation of the transactions
contemplated hereby or (ii) nullify or render ineffective the transactions
contemplated hereby if such transactions are consummated.

          4.18 Further Assurances. Following the Closing, the Seller shall, from
time to time, execute and deliver such additional instruments, documents,
conveyances or assurances and take such other actions as shall be necessary, or
otherwise reasonably requested by the Buyer, Trucking or the Buyer's Parent, to
confirm and assure the rights and obligations provided for in this Agreement and
render effective the consummation of the transactions contemplated hereby.

          4.19 Right to Open Mail, etc.

          (a) Following the Closing, the Buyer and Trucking shall be entitled to
     receive mail addressed to the Seller at the Seller's post office box or
     business address, and to open such mail, and to read the contents thereof,
     and to the extent that checks or other funds are received with respect to
     accounts receivable or other obligations acquired by the Buyer or Trucking,
     to endorse and deposit the same in accounts of the Buyer or Trucking, as
     appropriate. The Seller agrees to issue such powers of attorney or other
     authorizations as may be useful or necessary to permit the appropriate
     banks to accept


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<PAGE>

     such endorsements. Any mail that is clearly personal mail of the
     Shareholder or that clearly relates to the Excluded Assets, Excluded
     Liabilities, or otherwise clearly does not relate to the Acquired Assets or
     the Business, shall be immediately provided by the Buyer or Trucking to the
     Shareholder without opening. If, upon opening any mail, it appears to be
     personal mail of the Shareholder or mail that relates to the Excluded
     Assets, Excluded Liabilities, or otherwise does not relate to the Acquired
     Assets or the Business, the Buyer or Trucking shall provide such mail
     promptly to the Seller or the Shareholder, as appropriate.

          (b) To facilitate the transition of operations from the Seller to the
     Buyer and Trucking, the Seller hereby authorizes the Buyer and Trucking to
     use the checks printed on the Seller's check stock bearing the name of the
     Seller and in form to be drawn on existing accounts of the Seller until
     January 31, 2003, provided that the Buyer and Trucking shall proceed with
     all due diligence to establish their own accounts and acquire their own
     check stock and to transfer all funds held in the Seller's accounts being
     hereby sold, to accounts of the Buyer or Trucking, as appropriate. The
     Buyer and Trucking shall indemnify, defend, and hold the Seller and the
     Shareholder harmless from any liabilities arising from the Buyer's or
     Trucking's use of the accounts and check stock of the Seller, which
     indemnity, defense, and holding harmless shall not be limited as provided
     in ARTICLE VII. The Seller hereby authorizes the Buyer and Trucking, as its
     limited agents, to draw checks on the bank accounts listed on Schedule
     4.19, to make deposits therein, to endorse checks for deposit therein, and
     to draw checks for the making of payroll, the payment of payables, and
     otherwise in pursuit of the Business acquired by the Buyer and Trucking.
     Promptly upon the obtaining of check stock for the Buyer and Trucking and
     the establishment of appropriate bank accounts for the Buyer and Trucking,
     the Buyer and Trucking shall return all unused checks and check stock to
     the Seller, and the Seller shall be authorized to close the foregoing bank
     accounts. Those persons presently authorized to draw checks on the bank
     accounts listed on Schedule 4.19 shall remain authorized to do so after the
     Closing. However, at the request of the Buyer or Trucking, as appropriate,
     the Seller shall execute new signature cards changing the persons
     authorized to sign on such accounts, or otherwise modifying the form of
     signature to facilitate the transition.

                                   ARTICLE V

                              CONDITIONS PRECEDENT

          5.1 Conditions to Obligations of Each Party. The obligations of the
parties to consummate the transactions contemplated hereby shall be subject to
the satisfaction on or before the Closing Date of the following conditions:








                                       33

<PAGE>

          (a) All necessary or appropriate Governmental Approvals shall have
     been obtained and shall be in full force and effect.

          (b) Any applicable waiting period required by the HSR Act, if any,
     shall have expired or been terminated.

          (c) There shall not have been issued and be in effect any order,
     injunction, decree or judgment of or in any court or tribunal of competent
     jurisdiction restraining, enjoining or otherwise prohibiting consummation
     of the transactions contemplated hereby.

          (d) The Exhibits and the Disclosure Schedules shall have been
     delivered by the Seller to the Buyer and Trucking or by the Buyer and
     Trucking to the Seller, as the case may be, in form and substance
     reasonably satisfactory to the Seller, the Buyer and Trucking.

          (e) The Buyer and the Shareholder shall have entered into commercial
     arrangements governing the purchase and sale of catfish following the
     Closing, which arrangement shall be satisfactory to the Buyer and the
     Shareholder.

          5.2 Conditions to the Obligations of the Buyer, Trucking, and the
Buyer's Parent. The obligations of the Buyer, Trucking, and the Buyer's Parent
to consummate the transactions contemplated hereby shall be subject to the
satisfaction (or waiver by the Buyer), on or before the Closing Date, of the
following additional conditions:

          (a) The warranties of the Seller and the Shareholder contained in this
     Agreement shall be true and correct in all material respects as of the
     Closing Date with the same effect as if made on and as of the Closing Date
     (except to the extent such warranties speak as of a certain date, in which
     case such warranties shall be true and correct as of that date), and at the
     Closing each of the Seller and the Shareholder shall have delivered to the
     Buyer and Trucking a certificate to that effect, dated the Closing Date and
     signed by duly authorized officers of the Seller or by the Shareholder, as
     the case may be.

          (b) Subject to the provisions of Section 4.2, (i) the Buyer, Trucking,
     and their accountants, legal counsel and other authorized representatives
     shall have been given reasonable access during normal business hours to and
     been permitted to review the properties, books and records of the Seller
     and such other information as shall have been reasonably requested by and
     provided to the Buyer or Trucking (including site inspection, financial
     review, legal review of Contracts and other documentation, environmental
     audit, review of such employee information as the Buyer or Trucking deems
     necessary, and satisfactory interviews with any partners, employees,
     customers,


                                       34

<PAGE>

     suppliers, lenders and licensors of the Seller), so that the Buyer and
     Trucking may have the opportunity to make such further due diligence
     investigation as it shall desire to make of the Seller and the Business,
     and (ii) the results of such due diligence investigation shall be
     reasonably satisfactory to the Buyer and Trucking.

          (c) The Buyer and Trucking shall have obtained funds from the bank
     lending group of the Buyer's Parent, sufficient to enable the Buyer and
     Trucking to consummate the transactions contemplated by this Agreement on
     such terms as are reasonably satisfactory to the Buyer and Trucking.

          (d) The Seller shall have executed and delivered to the Buyer and
     Trucking a Bill of Sale in form and substance reasonably satisfactory to
     the Buyer and Trucking, and such other deeds, assignments and instruments
     of transfer and assignment as the Buyer or Trucking may reasonably request,
     transferring to the Buyer or Trucking the Acquired Assets free and clear of
     all Liens other than Permitted Liens.

          (e) Each of the covenants and agreements hereunder of the Seller or
     the Shareholder to be performed on or before the Closing Date pursuant to
     the terms of this Agreement shall have been duly performed in all material
     respects on or before the Closing Date, and at the Closing each of the
     Seller and the Shareholder shall have delivered to the Buyer and Trucking a
     certificate to that effect, dated the Closing Date and signed by duly
     authorized officers of the Seller or by the Shareholder, as the case may
     be.

          (f) The Seller shall have obtained and shall have delivered to the
     Buyer and Trucking copies of all Consents set forth on Schedule 2.2(b).

          (g) No event, occurrence, fact, condition, change, development or
     effect shall have occurred, exist or come to exist since June 30, 2002
     that, individually or in the aggregate, has constituted or resulted in, or
     could reasonably be expected to constitute or result in, a Material Adverse
     Effect.

          (h) There shall be no Material Adverse Litigation.

          (i) The Employment and Non-Competition Agreement has been executed and
     delivered to the Buyer, Trucking, and the Buyer's Parent by Joe T. Glover,
     Jr.

          (j) The Buyer and Trucking shall have received affidavits of the
     Seller, dated the Closing Date and sworn to under penalty of perjury,
     setting forth the name, address and federal tax identification number of
     the Seller and stating that the Seller is not a "foreign person" within the
     meaning of section 1445 of the Code.


                                       35

<PAGE>

          (k) Each of the Key Employees shall have entered into a Conforming
     Employment Agreement or an Alternative Employment Agreement with the Buyer
     or Trucking, as contemplated by Section 4.10(d).

          5.3 Conditions to the Obligations of the Seller. The obligations of
the Seller and the Shareholder to effect the transactions contemplated hereby
shall be subject to the satisfaction (or waiver by the Seller), on or prior to
the Closing Date, of the following additional conditions:

          (a) The warranties of the Buyer, Trucking, and the Buyer's Parent
     contained in this Agreement shall be true and correct in all material
     respects as of the Closing Date with the same effect as if made on and as
     of the Closing Date (except to the extent such warranties speak as of a
     certain date, in which case such warranties shall be true and correct as of
     that date), and at the Closing each of the Buyer, Trucking, and the Buyer's
     Parent shall have delivered to the Seller a certificate to that effect,
     dated the Closing Date and signed by duly authorized officers of the Buyer,
     Trucking, and the Buyer's Parent.

          (b) Each of the covenants and agreements hereunder of the Buyer,
     Trucking, and the Buyer's Parent to be performed on or before the Closing
     pursuant to the terms of this Agreement shall have been duly performed in
     all material respects on or before the Closing, and at the Closing the
     Buyer, Trucking, and the Buyer's Parent shall have delivered to the Seller
     a certificate to that effect, dated the Closing Date and signed by duly
     authorized officers of the Buyer, Trucking, and the Buyer's Parent.

          (c) The Seller and the Shareholder shall have received from the Buyer
     and Trucking the Assumption Agreement.

          (d) Releases shall have been executed in form and substance reasonably
     satisfactory to the Shareholder, whereby the Shareholder has been released
     from any personal guarantees of indebtedness for borrowed money being
     assumed by the Buyer or Trucking under this Agreement.

                                   ARTICLE VI

                                   TERMINATION

          6.1 Termination. This Agreement may be terminated before the Closing
Date:

          (a) by the written agreement of the Seller, the Buyer and Trucking;








                                       36

<PAGE>

          (b) by either the Buyer, Trucking or the Seller by written notice to
     the other parties if the transactions contemplated hereby shall not have
     been consummated pursuant hereto by 5:00 p.m. New York City time on January
     15, 2003, unless such date shall be extended by the mutual written consent
     of the Seller, the Buyer, and Trucking;

          (c) by the Buyer or Trucking by written notice to the Seller if any of
     the conditions set forth in Section 5.1 or Section 5.2 shall not have been,
     or if it becomes apparent that any of such conditions will not be,
     fulfilled by 5:00 p.m. New York City time on January 15, 2003, unless such
     failure shall be due to the failure of the Buyer, Trucking or the Buyer's
     Parent to perform or comply with any of the covenants, agreements or
     conditions hereof to be performed or complied with by it on or prior to the
     Closing; or

          (d) by the Seller by written notice to the Buyer and Trucking if any
     of the conditions set forth in Section 5.1 or Section 5.3 shall not have
     been, or if it becomes apparent that any of such conditions will not be,
     fulfilled by 5:00 p.m. New York City time on January 15, 2003, unless such
     failure shall be due to the failure of the Seller or the Shareholder to
     perform or comply with any of the covenants, agreements or conditions
     hereof to be performed or complied with by it on or prior to the Closing.

          6.2 Effect of Termination. In the event of the termination of this
Agreement pursuant to the provisions of Section 6.1, this Agreement shall become
void and have no effect, without any liability to any Person in respect hereof
or of the transactions contemplated hereby on the part of any party hereto, or
any of its directors, officers, employees, agents, consultants, representatives,
advisers, stockholders or Affiliates, provided, however, that the
Confidentiality Agreement, this Section 6.2, Section 8.3, the public
announcement provisions of Section 4.6, and the confidentiality provisions of
Section 4.3 shall survive such termination and shall remain in full force and
effect.

                                  ARTICLE VII

                                 INDEMNIFICATION

          7.1 Indemnification by the Seller and the Shareholder.

          (a) The Seller and the Shareholder, jointly and severally, covenant
     and agree to defend, indemnify and hold harmless the Buyer, Trucking, the
     Buyer's Parent, and their respective officers, directors, employees,
     agents, advisers, representatives, Subsidiaries and Affiliates
     (collectively, the "Buyer Indemnitees," it being understood


                                       37

<PAGE>

     that no Buyer Indemnitee who is an officer, director, employee, agent,
     adviser, representative, Subsidiary or Affiliate of the Buyer, Trucking or
     the Buyer's Parent prior to the Closing shall lose such Buyer Indemnitee's
     entitlement to indemnity as a result of loss of status as such after the
     Closing) from and against, and pay or reimburse the Buyer Indemnitees for,
     any and all claims, liabilities, obligations, losses, fines, costs,
     royalties, proceedings, deficiencies or damages (whether absolute, accrued,
     conditional or otherwise and whether or not resulting from third party
     claims), including out-of-pocket expenses and reasonable attorneys' and
     accountants' fees incurred in the investigation or defense of any of the
     same or in asserting any of their respective rights hereunder
     (collectively, "Losses," except that the amount of any "Losses" shall be
     net of (x) any liability insurance proceeds paid to the Indemnified Party
     (as defined herein) under one or more insurance policies on which the
     Indemnified Party is an insured, or (y) any liability insurance proceeds
     under one or more such insurance policies that reduce a third party claim
     against the Indemnified Party), resulting from or arising out of:

               (i)   any inaccuracy of any warranty when made or deemed made by
                     the Seller or the Shareholder under this Agreement or in
                     connection herewith;

               (ii)  any failure of the Seller of the Shareholder (A) to perform
                     any covenant or agreement hereunder or (B) other than as
                     described in Section 7.1(a)(i), to fulfill any other
                     obligation in respect hereof;

               (iii) any deductibles under the EPLI Policy; or

               (iv)  the Excluded Liabilities or the Excluded Assets.

          (b) Other than with respect to any Losses (w) resulting from or
     arising out of an intentionally false warranty of the Seller or the
     Shareholder, (x) directly relating to any Excluded Liability, (y) arising
     primarily with respect to any Excluded Assets or (z) resulting from or
     arising out of liabilities not related to the Business or the Acquired
     Assets, the obligation of the Seller and the Shareholder to indemnify the
     Buyer Indemnitees under Section 7.1(a) shall be subject to all of the
     following limitations (it being understood that the amount of any
     indemnification made by the Seller or the Shareholder with respect to any
     such Losses described in clauses (w), (x), (y) or (z) shall not count
     towards the Claim Limit described in subparagraph (ii) below):

               (i)   the Seller and the Shareholder shall not be required to
                     make any indemnification until the aggregate amount of
                     Losses resulting from or arising out of the matters
                     referred to in Section 7.1(a) exceeds $100,000, and then
                     only to the extent such Losses exceed $100,000; and


                                       38

<PAGE>

               (ii)  the aggregate amount the Seller and the Shareholder shall
                     be obligated to indemnify and hold harmless all the Buyer
                     Indemnitees shall not exceed $1,000,000 (the "Claim
                     Limit").

          (c) The Seller or the Shareholder shall not be required to make any
     indemnification under Section 7.1(a) in excess of the Purchase Price in the
     aggregate.

          7.2 Indemnification by the Buyer, Trucking, and the Buyer's Parent.

          (a) The Buyer, Trucking, and the Buyer's Parent, jointly and
     severally, covenant and agree to defend, indemnify and hold harmless the
     Seller, the Shareholder, and any of their respective officers, directors,
     employees, agents, advisers, representatives and Affiliates (collectively,
     the "Seller Indemnitees," it being understood that no Seller Indemnitee who
     is an officer, director, employee, agent, adviser, representative,
     Subsidiary or Affiliate of the Seller prior to the Closing shall lose such
     Seller Indemnitee's entitlement to indemnity as a result of loss of status
     as such after the Closing) from any and all Losses resulting from or
     arising out of:

               (i)   any inaccuracy of any warranty when made or deemed made by
                     the Buyer, Trucking or the Buyer's Parent under this
                     Agreement or in connection herewith;

               (ii)  any failure of the Buyer, Trucking or the Buyer's Parent to
                     perform any covenant or agreement hereunder or fulfill any
                     other obligation in respect hereof, other than an Assumed
                     Liability;

               (iii) any Assumed Liabilities; or

               (iv)  the operation of the Business by the Buyer or Trucking, or
                     the ownership, operation or use of the Acquired Assets by
                     the Buyer or Trucking following the Closing Date,

     except, in the case of clauses (iii) and (iv), to the extent such Losses
     constitute Losses for which the Seller or the Shareholder is required (or,
     in the absence of the limitations set forth in Section 7.1(b) and (c) would
     be required) to indemnify the Buyer Indemnitees under Section 7.1(a).

          (b) Other than with respect to any Losses (x) resulting from or
     arising out of an intentionally false warranty of the Buyer, Trucking or
     the Buyer's Parent, (y) directly relating to any Assumed Liabilities, or
     (z) resulting from or arising out of the operation of the Business or use
     of the Acquired Assets after the Closing, the obligation of the Buyer,
     Trucking, and the Buyer's Parent to indemnify the Seller Indemnitees under


                                       39

<PAGE>

     Section 7.2(a) shall be subject to all of the following limitations (it
     being understood that the amount of any indemnification made by the Buyer,
     Trucking or the Buyer's Parent with respect to any such Losses described in
     clauses (x), (y) or (z) shall not count towards the Claim Limit described
     in subparagraph (ii) below):

               (i)   the Buyer, Trucking, and the Buyer's Parent shall not be
                     required to make any indemnification until the aggregate
                     amount of Losses resulting from or arising out of the
                     matters referred to in Section 7.2(b) exceeds $100,000, and
                     then only to the extent such Losses exceed $100,000; and

               (ii)  the aggregate amount for which the Buyer, Trucking, and the
                     Buyer's Parent shall be obligated to indemnify and hold
                     harmless all the Seller Indemnitees shall not exceed the
                     Claim Limit.

          7.3 Indemnification Procedures for Third Party Claims.

          (a) If a third party asserts a claim against a party entitled to
     indemnification with respect to such claim under this Agreement
     ("Indemnified Party"), the Indemnified Party shall give notice to the party
     required to provide indemnification ("Indemnifying Party") promptly after
     the Indemnified Party has actual Knowledge (without any obligation to
     conduct due inquiry) of the claim as to which indemnity may be sought, and
     the Indemnified Party shall permit the Indemnifying Party (at the
     Indemnifying Party's expense) to assume the defense of the claim or
     litigation resulting from it at the sole cost and expense of the
     Indemnifying Party. In such a case, the Indemnifying Party may select
     counsel of its choosing, who shall be lead counsel and shall have control
     of any litigation, subject to the terms of this Section 7.3; provided,
     however, that the Indemnified Party may continue to participate, subject to
     the remaining terms of this Section 7.3, by counsel of the Indemnified
     Party's choosing, provided that counsel to the Indemnified Party shall be
     at the sole cost and expense of the Indemnified Party.

          (b) No Indemnifying Party, in defending such a claim or litigation,
     shall, except with the Indemnified Party's prior written consent (not to be
     unreasonably withheld), consent to entry of judgment or enter into a
     settlement that provides for injunctive or other non-monetary relief
     affecting the Indemnified Party or that does not include as an
     unconditional term each claimant or plaintiff releasing the Indemnified
     Party from all liability with respect to the claim or litigation.

          (c) If the Indemnifying Party does not accept the defense of a matter
     as provided in this Section 7.3, the Indemnified Party may defend against
     the claim and,


                                       40

<PAGE>

     with the Indemnifying Party's prior written consent (not to be unreasonably
     withheld), settle or agree to pay the claim.

          (d) The Parties will cooperate in defending claims or litigation
     subject to this Section 7.3 and make their records available to the others
     in connection with the defense.

          (e) If an Indemnified Party recovers an amount under this ARTICLE VII
     in respect of Losses, the Indemnifying Party or Parties shall be
     subrogated, to the extent of that recovery, to the Indemnified Party's
     rights against third parties (except an insurer providing insurance
     coverage under one of its policies) with respect to those Losses.

          (f) If an Indemnified Party is insured with respect to a Loss, and if
     the insurer provides counsel with respect to a claim arising out of the
     Loss, such counsel shall have control of the defense of such claim in
     preference to counsel for the Indemnifying Party, provided that the insurer
     acknowledges that the insurer has no subrogation or similar claim against
     the Indemnifying Party. Notwithstanding the foregoing, if the amount of
     such Loss could reasonably be expected to exceed the amount of available
     insurance coverage, counsel for the Indemnifying Party shall be permitted
     to fully participate in the defense of the claim, and such counsel and
     counsel selected by the insurer shall fully cooperate and coordinate their
     efforts in defending such claim.

          7.4 Time in Which to Bring Claims Relating to Warranties. The
warranties in ARTICLE II and ARTICLE III are made only as of the date of this
Agreement and as of the Closing Date (or, in some cases, as of another date
specified in the warranty). No claim, arbitration, lawsuit, action or proceeding
for indemnification under Section 7.1(a)(i) or Section 7.2(a)(i) can be brought
in respect of those warranties after 12:01 a.m., New York time, immediately
following the 18-month anniversary of the Closing Date, unless written notice of
the claim, given in accordance with this Agreement, was provided to the
pertinent party prior to such date, such notice to describe the subject matter
of the claim in reasonable detail.

          7.5 Exclusive Remedy of Buyer and Trucking. Following the Closing, the
indemnification rights set forth in Section 7.1 shall be the exclusive remedy of
the Buyer, Trucking, the Buyer's Parent or any other Person claiming in their
name or right for any breach of this Agreement or any instrument delivered
pursuant to this Agreement by the Seller, the Shareholder, or any of their
respective officers, directors, employees, agents, advisers, representatives,
Subsidiaries or Affiliates (other than the Employment and Non-Competition
Agreement, the Employment Agreements, and the Assumption Agreement), for any
cause of action arising with respect to this Agreement or any instrument
delivered pursuant to this Agreement by the Seller, the Shareholder, or any of
their respective officers, directors, employees, agents, advisers,
representatives,


                                       41

<PAGE>

Subsidiaries or Affiliates (other than the Employment and Non-Competition
Agreement, the Employment Agreements, and the Assumption Agreement). By way of
example and not by way of limitation, the Buyer, Trucking, the Buyer's Parent,
and their respective officers, directors, employees, agents, advisers,
representatives, Subsidiaries and Affiliates shall have no recourse or claim,
other than a contractual indemnity claim, if any, under Section 7.1, against the
Seller, the Shareholder or their respective officers, directors, employees,
agents, advisers, representatives, Subsidiaries and Affiliates for fraud,
misrepresentation, bad faith, outrage, breach of fiduciary duty, or failure to
negotiate in good faith.

          7.6 Exclusive Remedy of Seller. Following the Closing, the
indemnification rights set forth in Section 7.2 shall be the exclusive remedy of
the Seller, the Shareholder or any other person claiming in their name or right
for any breach of this Agreement or any instrument delivered pursuant to this
Agreement by the Buyer, Trucking, the Buyer's Parent, or any of their respective
officers, directors, employees, agents, advisers, representatives, Subsidiaries
or Affiliates (other than the Employment and Non-Competition Agreement, the
Employment Agreements, and the Assumption Agreement) for any cause of action
arising with respect to this Agreement or any instrument delivered pursuant to
this Agreement by the Buyer, Trucking, the Buyer's Parent, or any of their
respective officers, directors, employees, agents, advisers, representatives,
Subsidiaries or Affiliates (other than the Employment and Non-Competition
Agreement, the Employment Agreements, and the Assumption Agreement). By way of
example and not by way of limitation, the Seller, the Shareholder, and their
respective officers, directors, employees, agents, advisers, representatives,
Subsidiaries and Affiliates shall have no recourse or claim, other than a
contractual indemnity claim, if any, under Section 7.2, against the Buyer,
Trucking, the Buyer's Parent or their respective officers, directors, employees,
agents, advisers, representatives, Subsidiaries and Affiliates for fraud,
misrepresentation, bad faith, outrage, breach of fiduciary duty, or failure to
negotiate in good faith.

          7.7 No Representations. All warranties made by the parties hereto or
their respective officers, directors, employees, agents, advisers,
representatives, Subsidiaries and Affiliates in this Agreement or in any
instrument delivered pursuant to this Agreement shall be deemed warranties and
not representations. Any breach of any such warranty shall sound in contract,
not tort, and shall be compensable exclusively under Sections 7.1 or 7.2 hereof.
All recitals to this Agreement or any instrument delivered pursuant to this
Agreement shall be deemed neither representations nor warranties. The parties to
this Agreement acknowledge that it is their intention that no statement
contained in this Agreement or in any instrument delivered pursuant to this
Agreement be deemed a representation.

          7.8 Order of Payment. Any indemnification claims under Section 7.1
shall be paid first out of the funds held in the Escrow Account established
pursuant to








                                       42

<PAGE>

Section 1.5(b). In the event such funds are exhausted, any remaining claims or
unpaid claim balances shall be paid by the Seller, to the extent the assets of
the Seller are sufficient to pay such claims. In the event the assets of the
Seller are insufficient or unavailable, the Shareholder shall be liable for any
remaining claims or unpaid claim balances, provided, however, that nothing in
this Section 7.8 shall constitute an expansion of, or a waiver or release of,
any limitation on liability set forth in this ARTICLE VII.

                                  ARTICLE VIII

                                  MISCELLANEOUS

          8.1 Entire Agreement. Other than the Confidentiality Agreement, the
Escrow Agreement, the Assumption Agreement, the Employment and Non-Competition
Agreement, the Alternative Employment Agreements (collectively, the "Collateral
Agreements") and the Schedules and Exhibits hereto, this Agreement constitutes
the entire agreement among the parties with respect to the subject matter hereof
and supersedes all prior written and oral and all contemporaneous oral
agreements and understandings with respect to the subject matter hereof. No
representations or warranties not expressly made in this Agreement or any of the
Collateral Agreements were relied on by any Person in entering into this
Agreement.

          8.2 Notices.

          (a) All notices, requests, demands and other communications hereunder
     shall be in writing (including, but not limited to, facsimile/telecopied
     communications) and shall be given by (i) personal delivery, (ii)
     registered or certified mail in the United States, return receipt
     requested, with first class postage prepaid, (iii) delivery overnight by a
     reputable overnight air courier (such as Federal Express, UPS, DHL or
     United States Postal Service next day delivery), or (iv) by facsimile with
     a copy mailed on the same day in the manner provided in clause (ii) or
     (iii) above, addressed as follows:

                  (i)      If to the Seller or to the Shareholder, to either at:

                           c/o Southern Pride Catfish Company, Inc.
                           P.O. Box 436
                           19518 Highway 69N
                           Greensboro, Alabama 36744
                           Attention:  Mr. Joe T. Glover, Jr.
                           Facsimile:  (334) 624-5770





                                       43

<PAGE>

                  with a copy (which shall not by itself constitute notice) to:

                           Tanner & Guin, LLC
                           P.O. Box 3206
                           2711 University Blvd. (35401)
                           Tuscaloosa, Alabama 35403
                           Attention:  Jay F. Guin, Esq. and Bert M. Guy, Esq.
                           Facsimile:  (205) 633-0290

                  (ii)     If to the Buyer, Trucking or to the Buyer's Parent,
                           to either at:

                           c/o American Seafoods Group LLC
                           Marketplace Tower
                           2025 First Avenue, Suite 1200
                           Seattle, Washington 98121
                           Attention:  Mr. Jeffrey Davis
                           Facsimile:  (206) 374-1516

                  with a copy (which shall not by itself constitute notice) to:

                           Debevoise & Plimpton
                           919 Third Avenue
                           New York, New York 10022
                           Attention:  Jeffrey J. Rosen, Esq.
                           Facsimile:  (212) 909-6836

or, in each case, to such other address as may be specified in writing to the
other parties in accordance with this Section 8.2.

          (b) Such notices, requests, demands and other communications shall be
     deemed to have been received: (i) if personally delivered, when delivered,
     (ii) if sent by registered or certified mail in the United States, return
     receipt requested, with first class postage prepaid, upon receipt; (iii) if
     sent overnight with a reputable overnight air courier (such as Federal
     Express, UPS, DHL or United States Postal Service next day delivery), one
     business day after sending; or (iv) if sent by facsimile transmission, with
     a copy mailed on the same day in the manner provided in (ii) or (iii)
     above, when transmitted and a transmission receipt is obtained.

          8.3 Expenses. Except as otherwise provided for in this Agreement, all
costs and expenses incurred in connection with the transactions contemplated by
this Agreement shall be paid by the party incurring such expenses, whether or
not the transactions contemplated herein shall be consummated.


                                       44

<PAGE>

          8.4 Governing Law. This Agreement shall be governed in all respects
(including as to validity, interpretation and effect) by the internal laws of
the State of Alabama, without giving effect to its conflict of laws rules to the
extent that these are not mandatorily applicable by statute and would require or
permit the application of another jurisdiction's laws.

          8.5 Interpretation. The section headings in this Agreement are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provision hereof. Any reference to a party's
"best efforts", "reasonable efforts" or "commercially reasonable efforts" shall
not include any obligation of such party to pay or guarantee the payment of any
fee or other consideration, other than normal out-of-pocket expenses, to any
third party, or to agree to the imposition on such party or its Affiliates of
any conditions reasonably considered by such party to be materially burdensome
to such party or its Affiliates.

          8.6 Assignment. No party hereto can assign this Agreement without the
other parties' prior written consent. Notwithstanding the foregoing, the Buyer
and Trucking may assign this Agreement without the consent of the Seller or the
Shareholder to (a) their respective wholly-owned Subsidiaries or a wholly-owned
Subsidiary of the Buyer's Parent or (b) to the lenders providing financing for
the transactions contemplated hereby; provided, however, that no such assignment
shall relieve the Buyer, Trucking, and the Buyer's Parent of their obligation to
pay the Purchase Price or of their indemnity obligations under ARTICLE VII.

          8.7 Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party signatory hereto, and nothing in this
Agreement, express or implied, is intended to confer upon any other person any
rights or remedies of any nature whatsoever under or by reason of this
Agreement. Notwithstanding the foregoing, Section 7.1 and Section 7.2 grant
certain indemnity rights to certain officers, directors, employees, agents,
advisers, representatives and Affiliates, which rights are intended to be
enforceable by such Persons.

          8.8 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which
together constitute one instrument.

          8.9 Amendment. No provision of this Agreement may be amended or
modified except by an instrument in writing signed by all the parties hereto. No
provision of this Agreement may be waived, discharged or terminated other than
by an instrument in writing signed by the party against whom the enforcement of
such waiver, discharge or termination is sought.


                                       45

<PAGE>

          8.10 Exclusive Jurisdiction, etc. Each party irrevocably submits to
the exclusive jurisdiction of any court in the State of Alabama or any courts of
the United States of America located in the State of Alabama, and each party
hereby agrees that all suits, actions and proceedings brought by such party
hereunder shall be brought in any such court. Each party irrevocably waives, to
the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding brought
in any such court, any claim that any such suit, action or proceeding brought in
such a court has been brought in an inconvenient forum and the right to object,
with respect to any such suit, action or proceeding brought in any such court,
that such court does not have jurisdiction over such party or the other party.
In any such suit, action or proceeding, each party waives, to the fullest extent
it may effectively do so, personal service of any summons, complaint or other
process and agrees that the service thereof may be made by certified or
registered mail accompanied by first class prepaid ordinary postage, addressed
to such party at its address specified in Section 8.2(a). Each party agrees that
a final non-appealable judgment in any such suit, action or proceeding brought
in such a court shall be conclusive and binding.

          8.11 Severability. If a provision of this Agreement is invalid,
inoperative or unenforceable for any reason, it shall not be invalid,
inoperative or unenforceable in any other case or circumstance, and no other
provision in this Agreement will be invalid, inoperative, or unenforceable as a
result to any extent, so long as this Agreement, taken as a whole, still
expresses the parties' material intent.

          8.12 Remedies. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not to be
performed in accordance with their specific terms. Accordingly, the parties
agree that money damages are not a sufficient remedy for any breach of the
provisions of this Agreement and that the non-breaching party shall be entitled
to specific performance of the terms hereof as a remedy for any such breach.
Such remedy shall not be the exclusive remedy for the breach of the provisions
of this Agreement, but shall be in addition to all other rights and remedies
available at law or in equity. In the event that the non-breaching party
enforces its rights hereunder, the breaching party shall reimburse the other
party for all costs and expenses, including reasonable attorney's fees, incurred
by the non-breaching party.

                                   ARTICLE IX

                                   DEFINITIONS

          9.1 Definition of Certain Terms. The terms defined in this Section
9.1, when capitalized in this Agreement (including in the Exhibits and Schedules
hereto), shall have the respective meanings indicated below:


                                       46

<PAGE>

Acquired Assets                    as defined in Section 1.1.

Affiliate                          of a Person means a Person that (directly or
                                   indirectly through one or more
                                   intermediaries) controls, is controlled by,
                                   or is under common control with, the first
                                   Person, including a Subsidiary of the first
                                   Person, a Person of which the first Person is
                                   a Subsidiary, or another Subsidiary of a
                                   Person of which the first Person is also a
                                   Subsidiary. "Control" means possessing,
                                   directly or indirectly, the power to direct
                                   or cause the direction of a Person's
                                   management policies, through owning voting
                                   securities, by contract or credit
                                   arrangement, as trustee or executor, or
                                   otherwise (and "controlled by" and "under
                                   common control with" have corresponding
                                   meanings).

Agreement                          this Asset Sale and Purchase Agreement,
                                   including its Schedules and Exhibits (which
                                   by this reference are incorporated into and
                                   made a part of this Agreement), as amended
                                   from time to time.

Allocation Schedule                as defined in Section 1.6.

Alternative Employment             as defined in Section 4.10(d).
Agreement

Annual Unaudited                   as defined in Section 2.4(a).
Financial Statements

Applicable Law                     (i)      constitutions, treaties, statutes,
                                            laws (including the common law),
                                            regulations, rules, ordinances or
                                            orders of a Governmental Authority
                                            having jurisdiction over the
                                            relevant Person;

                                   (ii)     Governmental Approvals; and

                                   (iii)    orders, decisions, injunctions,
                                            judgments, awards, requirements and
                                            decrees of, or agreements with, a
                                            Governmental Authority having
                                            jurisdiction over that Person.

Assumed Liabilities                as defined in Section 1.7(a).

Assumption Agreement               as defined in Section 1.7(b).

                                       47

<PAGE>

Audited Financial Statements       as defined in Section 2.4(a).

Authorizations                     as defined in Section 2.8.

Business                           the business acquired or to be acquired by
                                   the Buyer and Trucking pursuant to this
                                   Agreement, consisting of the Acquired Assets
                                   and the Assumed Liabilities, but not
                                   including the Excluded Assets and the
                                   Excluded Liabilities, and relating generally
                                   to the harvesting, processing and
                                   distribution of catfish.

Buyer                              as defined in the first paragraph of this
                                   Agreement.

Buyer Indemnitees                  as defined in Section 7.1(a).

Buyer Material Adverse Effect      as defined in Section 3.2(b).

Buyer's Parent                     as defined in the first paragraph of this
                                   Agreement

Buyer's 401(k) Plan                as defined in Section 4.11(c).

CERCLA                             the Comprehensive Environmental Response,
                                   Compensation and Liability Act, as amended,
                                   42 U.S.C. (S)9601 et seq.

Claim Limit                        as defined in Section 7.1(b).

Closing                            as defined in Section 1.4.

Closing Date                       as defined in Section 1.4.

Code                               the Internal Revenue Code of 1986, as
                                   amended.

Collateral Agreements              as defined in Section 8.1.

Competition                        directly or indirectly owning, managing,
                                   operating, joining or controlling, or
                                   participating (other than by owning less than
                                   five percent (5%) of a class of securities
                                   publicly traded and registered under Section
                                   12 of the Securities Exchange Act of 1934) in
                                   the ownership, management, operation or
                                   control of, any business entity engaging in
                                   the business of catfish harvesting (in the
                                   geographic area where the Buyer offers such
                                   service after the Closing Date), catfish
                                   processing, or catfish


                                       48

<PAGE>

                                   distribution anywhere in the United States or
                                   Canada; provided, however, that "Competition"
                                   does not include catfish farming or the
                                   manufacture or sale of catfish feed or
                                   supplies, or the harvesting of catfish
                                   outside the geographic area where the Buyer
                                   offers such service after the Closing Date.

Confidential Information           any business, financial, or technical
                                   information, whether or not stored in any
                                   medium, relating to the Business (and the
                                   businesses of the Seller's suppliers and
                                   customers), including but not limited to,
                                   equipment used, business operations and
                                   strategies, trade secrets, financial
                                   condition or history, plans for future
                                   product offerings, business methods, fish
                                   processing and packaging methods, recipes,
                                   product design and development plans,
                                   projections, marketing plans, pricing
                                   information, information relating to
                                   existing, previous, and potential suppliers,
                                   customers and contracts, inventions,
                                   applications, methodologies, and other
                                   know-how. "Confidential Information" includes
                                   original information supplied by the Seller
                                   as well as all copies and any reports,
                                   analysis, products, and other materials
                                   derived from or containing such original
                                   information. "Confidential Information" does
                                   not include: (i) information that was known
                                   by the Buyer, Trucking, the Buyer's Parent,
                                   or any of their Subsidiaries or Affiliates or
                                   that was in their possession prior to
                                   disclosure by the Seller, (ii) information
                                   that is, was or becomes in the public domain
                                   without disclosure by the Buyer or Trucking
                                   in violation of this Agreement, and (iii)
                                   information that was independently acquired
                                   or developed by the Buyer, Trucking, the
                                   Buyer's Parent, or any of their Subsidiaries
                                   or Affiliates without violating this
                                   Agreement, or that is obtained from a third
                                   party who, to the Knowledge of the Buyer and
                                   Trucking, has acquired or developed such
                                   information without violating any
                                   confidentiality agreement with the Seller.

Confidentiality Agreement          the Confidentiality Agreement, dated as of
                                   February 22, 2002, by and between the Seller
                                   and the Buyer.

Conforming Employment Agreement    as defined in Section 4.10(d).

Consent                            any consent, approval, authorization, waiver,
                                   permit, grant, franchise, concession,
                                   agreement, license, exemption or order of,
                                   registration, declaration or filing with, or
                                   report or notice to,


                                       49

<PAGE>

                                   any Person (including but not limited to any
                                   Governmental Authority).

Contracts                          as defined in Section 2.9(a).

Disclosure Schedules               the disclosure schedules attached to this
                                   Agreement at the time of its signing, as from
                                   time to time amended or supplemented, or to
                                   be delivered by the Seller and the
                                   Shareholder to the Buyer and Trucking at the
                                   Closing under this Agreement.

Employment and Non-Competition     as defined in Section 4.9.
Agreement

Environmental Laws                 all Applicable Laws relating to the
                                   protection of the environment, to human
                                   health and safety, or to any emission,
                                   discharge, generation, processing, storage,
                                   holding, abatement, existence, Release,
                                   threatened Release or transportation of any
                                   Hazardous Substances, including (i) CERCLA,
                                   the Resource Conservation and Recovery Act,
                                   and the Occupational Safety and Health Act,
                                   (ii) all other requirements pertaining to
                                   reporting, licensing, permitting,
                                   investigation or remediation of emissions,
                                   discharges, releases or threatened releases
                                   of Hazardous Materials into the air, surface
                                   water, groundwater or land, or relating to
                                   the manufacture, processing, distribution,
                                   use, sale, treatment, receipt, storage,
                                   disposal, transport or handling of Hazardous
                                   Substances, and (iii) all other requirements
                                   pertaining to the protection of the health
                                   and safety of employees or the public.

Environmental Liabilities          all liabilities, obligations and commitments,
                                   whether direct or indirect, known or unknown,
                                   current or potential, past, present or
                                   future, imposed by, under or pursuant to
                                   Environmental Laws (including all
                                   liabilities, obligations and commitments
                                   related to Remedial Actions) based on,
                                   arising out of or otherwise in respect of:
                                   (i) the ownership or operation of the
                                   Business and the Acquired Assets, in each
                                   case, prior to the Closing; (ii) the
                                   environmental conditions existing on the
                                   Closing Date on, under, above, or about any
                                   Real Property; and (iii) actions necessary to
                                   cause any Real Property or any aspect of the
                                   Business to be in compliance with any and all
                                   requirements of Environmental Laws including
                                   all Environmental Permits issued under or
                                   pursuant to such Environmental Laws and
                                   reasonably necessary to the operation


                                       50

<PAGE>

                                   of the Business.

Environmental Permits              any federal, state and local permit, license,
                                   registration, consent, order, administrative
                                   consent order, certificate, approval or other
                                   authorization with respect to the Seller
                                   necessary for the conduct of the Business as
                                   currently conducted or previously conducted
                                   under any Environmental Law.

EPLI Policy                        the existing employment practices liability
                                   insurance policy of the Buyer's Parent,
                                   effective from April 4, 2002 through April 4,
                                   2003.

ERISA                              the Employee Retirement Income Security Act
                                   of 1974, as amended from time to time, and
                                   the rules and regulations of the Department
                                   of Labor and the IRS promulgated under it.

ERISA Affiliate                    any Person and/or such Person's Subsidiary or
                                   any trade or business (whether or not
                                   incorporated) which is under common control
                                   with such entity or such entity's
                                   Subsidiaries or which is treated as a single
                                   employer with such Person or any Subsidiary
                                   of such Person under section 414(b), (c), (m)
                                   or (o) of the Code or section 4001(b)(f) of
                                   ERISA.

Escrow Account                     as defined in Section 1.5(b).

Escrow Agent                       as defined in Section 1.5(b).

Escrow Agreement                   as defined in Section 1.5(b).

Excluded Assets                    as defined in Section 1.3.

Excluded Liabilities               as defined in Section 1.7(b).

Exhibits                           the exhibits referenced in this Agreement, to
                                   be delivered at the Closing by the Seller and
                                   the Shareholder to the Buyer and Trucking, or
                                   by the Buyer and Trucking to the Seller and
                                   the Shareholder, as the case may be.

FICA                               as defined in Section 4.11(e).

Financial Statements               as defined in Section 2.4(a).

                                       51

<PAGE>

FUTA                               as defined in Section 4.11(e).

GAAP                               as defined in Section 1.6(a).

Glover Catfish                     any catfish produced on a farm or farms owned
                                   by:

                                   (i)   Mr. Joe T. Glover, Jr.;

                                   (ii)  a legal entity the majority ownership
                                         of which is held by him, his spouse or
                                         widow, or one or more of his lineal
                                         descendants; or

                                   (iii) one or more trusts established
                                         primarily for the benefit of any of the
                                         Persons described in clauses (i) or
                                         (ii) above.

Governmental Approval              a Consent of, with or to a Governmental
                                   Authority (including the expiration of a
                                   waiting or other time period  required to
                                   pass before governmental consent
                                   or acquiescence may be assumed or relied on).

Governmental Authority             (i)   a nation or government;

                                   (ii)  a state or other political subdivision
                                         of a nation or government;

                                   (iii) an entity exercising legislative,
                                         executive, judicial, regulatory or
                                         administrative functions of or relating
                                         to government (including a government
                                         authority, agency, department, board,
                                         commission or instrumentality of the
                                         United States or a State of the United
                                         States);

                                   (iv)  a tribunal or arbitrators of competent
                                         jurisdiction; or

                                   (v)   a self-regulatory organization.


                                       52

<PAGE>

Hazardous Substance                any substance that: (i) is or contains
                                   asbestos, urea formaldehyde foam insulation,
                                   polychlorinated biphenyls, petroleum or
                                   petroleum-derived substances or wastes, radon
                                   gas or related materials, (ii) requires
                                   investigation, removal or remediation under
                                   any Environmental Law, or is defined, listed
                                   or identified as a "hazardous waste" or
                                   "hazardous substance" thereunder, or (iii) is
                                   toxic, explosive, corrosive, flammable,
                                   infectious, radioactive, carcinogenic,
                                   mutagenic, or otherwise hazardous and is
                                   regulated by any Governmental Authority or
                                   Environmental Law.

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

Indemnified Party                  as defined in Section 7.4(a).

Indemnifying Party                 as defined in Section 7.4(a).

Intellectual Property              any and all (a) patents (including design
                                   patents, industrial designs and utility
                                   models) and patent applications (including
                                   docketed patent disclosures awaiting filing,
                                   reissues, divisions, continuations-in-part
                                   and extensions), patent disclosures awaiting
                                   filing determination, inventions and
                                   improvements thereto; (b) trademarks, trade
                                   names, service marks, trade dress, logos,
                                   business and product names, slogans, domain
                                   names, and registrations and applications for
                                   registration thereof; (c) copyrights
                                   (including software) and registrations
                                   thereof; (d) inventions, processes, designs,
                                   formulae, trade secrets, know-how, industrial
                                   models, confidential and technical
                                   information, manufacturing, engineering and
                                   technical drawings, product specifications
                                   and confidential business information; (e)
                                   intellectual property rights similar to any
                                   of the foregoing; (g) copies and tangible
                                   embodiments thereof (in whatever form or
                                   medium, including electronic media).

IRS                                the Internal Revenue Service.

June 30 Balance Sheet              as defined in Section 1.7(a).

Key Employees                      Randy Rhodes, Bobby Collins, Donnie
                                   Wedgeworth, Garry Smith, and Grant
                                   Lovinggood.

Knowledge                          the actual knowledge of the executive
                                   officers of a corporation or other business
                                   entity or, when referring to an individual,
                                   of


                                       53

<PAGE>

                                   such individual; provided, however, that in
                                   the case of the Seller, "Knowledge" shall
                                   mean the actual knowledge of the individuals
                                   set forth on Schedule 9.1.

Lien                               any mortgage, pledge, hypothecation, right of
                                   others, claim, security interest,
                                   encumbrance, title defect, title retention
                                   agreement, voting trust agreement, interest,
                                   option, lien, charge, or other restriction on
                                   transfer or assignment (it being understood
                                   that all references to a "Lien" (other than
                                   in the definition of "Permitted Lien")
                                   exclude Permitted Liens, unless specifically
                                   stated otherwise).

Leases                             the real property leases, subleases, licenses
                                   and occupancy agreements pursuant to which
                                   the Seller or any Subsidiary is the lessee,
                                   sublessee, licensee or occupant.

Losses                             as defined in Section 7.1.

Material Adverse Effect            any event, occurrence, fact, condition,
                                   change or effect that is materially adverse
                                   to the Business or to the operations, results
                                   of operations, prospects, condition
                                   (financial or otherwise), properties
                                   (including intangible properties), assets
                                   (including intangible assets) or liabilities
                                   of the Seller or the ability of the Seller to
                                   consummate the transactions contemplated by
                                   this Agreement.

Material Adverse Litigation        as defined in Section 2.15.

Monthly Unaudited                  as defined in Section 2.4(a).
Financial Statements

Multiemployer Plan                 any multiemployer plan, as defined in
                                   sections 3(37) and 4001(a)(3) of ERISA.

NLRB Claim                         that certain action presently pending in the
                                   United States Eleventh Circuit Court of
                                   Appeals, styled National Labor Relations
                                   Board v. Southern Pride Catfish Company,
                                   Inc., Case No. 00-15284-J, alleging unfair
                                   labor practices against the Seller.


                                       54

<PAGE>

Ordinary Income                    an amount equal to the quotient of (x) the
Adjustment                         incremental state and federal income Taxes
                                   payable by the Shareholder as a result of the
                                   characterization of any portion of the
                                   Purchase Price as ordinary income as opposed
                                   to capital gain (by virtue of depreciation
                                   recapture, the allocation of a portion of the
                                   Purchase Price to inventory in excess of the
                                   Seller's Tax basis in such inventory or the
                                   allocation of a portion of the Purchase Price
                                   to fees) divided by (y) 0.76.

Permitted Liens                    (i) Liens reserved against in the Financial
                                   Statements, to the extent so reserved, (ii)
                                   Liens for Taxes not yet due and payable or
                                   which are being contested in good faith and
                                   by appropriate proceedings if adequate
                                   reserves with respect thereto are maintained
                                   on the books of the Seller in accordance with
                                   GAAP, (iii) Liens that, individually and in
                                   the aggregate, do not and would not
                                   materially detract from the value of any of
                                   the property or assets of the Business or
                                   materially interfere with the use thereof as
                                   currently used or reasonably contemplated to
                                   be used, (iv) Liens shown on a title
                                   commitment, opinion or survey with respect to
                                   Real Property received by the Buyer or
                                   Trucking at or prior to the Closing, or (v)
                                   Liens incurred in the ordinary course of
                                   business (including landlord liens, inchoate
                                   liens for unpaid sales taxes and purchase
                                   money liens).

Person                             a natural person, firm, partnership,
                                   association, corporation, company, trust,
                                   business trust, Governmental Authority or
                                   other entity.

Purchase Price                     as defined in Section 1.5(a).

Real Property                      as defined in Section 2.11(a).

Real Property Law                  as defined in Section 2.11(a).

Release                            any releasing, disposing, discharging,
                                   injecting, spilling, leaking, leaching,
                                   pumping, dumping, emitting, escaping,
                                   emptying, seeping, dispersal, migration,
                                   transporting, placing and the like, including
                                   the moving of any materials through, into or
                                   upon, any land, soil, surface water, ground
                                   water or air, or otherwise entering into the
                                   environment.

Remedial Action                    all actions required to (i) clean up, remove,
                                   treat or in any other way remediate any
                                   Hazardous Substances; (ii) prevent the

                                       55

<PAGE>
                                   release of Hazardous Substances so that they
                                   do not migrate or endanger or threaten to
                                   endanger public health or welfare or the
                                   environment; or (iii) perform studies,
                                   investigations and care related to any such
                                   Hazardous Substances.

Retention Period                   as defined in Section 4.10(a).

Seller                             as defined in the first paragraph of this
                                   Agreement.

Seller Employee Plan               any employee benefit plan, as defined in
                                   section 3(3) or ERISA, that is sponsored or
                                   contributed to by the Seller or any of its
                                   ERISA Affiliates covering any employees or
                                   former employees, directors or former
                                   directors of the Seller and the beneficiaries
                                   of any of them.

Seller Indemnitees                 as defined in Section 7.2(a).

Seller Plan                        any Seller Employee Plan or any material
                                   benefit arrangement (whether or not written)
                                   of the Seller that is not a Seller Employee
                                   Plan, including (i) any employment or
                                   consulting agreement, (ii) any arrangement
                                   providing for insurance coverage or workers'
                                   compensation benefits, (iii) any incentive
                                   bonus or deferred bonus arrangement, (iv) any
                                   arrangement providing termination allowance,
                                   severance or similar benefits, (v) any equity
                                   compensation plan, (vi) any deferred
                                   compensation plan and (vii) any compensation
                                   policy and practice, in each case that is
                                   maintained by the Seller or any of its ERISA
                                   Affiliates covering any employees, former
                                   employees, directors or former directors of
                                   the Seller, and the beneficiaries of any of
                                   them.

Seller's 401(k) Plan               as defined in Section 4.11(c).

Semi-Annual Unaudited              as defined in Section 2.4(a).
Financial Statements

Shareholder                        as defined in the second recital to this
                                   Agreement.

Subsequent Monthly                 as defined in Section 4.7.
Financial Statements

Subsidiary                         a corporation or other Person in which a
                                   Person owns or controls, directly or
                                   indirectly, capital stock or other equity

                                       56

<PAGE>

                                   interests representing more than 50% of the
                                   outstanding voting stock or other equity
                                   interests.

Tax Authority                      with respect to any Tax, the Governmental
                                   Authority that imposes that Tax, and the
                                   agency (if any) charged with the collection
                                   of that Tax for that Governmental Authority.

Tax Return                         a report, return, statement or other written
                                   information required to be supplied to a Tax
                                   Authority in connection with Taxes.

Taxes or Tax                       taxes, levies or other similar assessments,
                                   charges or fees (including estimated taxes,
                                   charges and fees), including income,
                                   corporation, add-on minimum, ad valorem,
                                   advance corporation, gross receipts,
                                   transfer, excise, property, sales, use,
                                   value-added, license, payroll, employment,
                                   severance, withholding, social security and
                                   franchise or other governmental taxes,
                                   imposed by the United States or a state,
                                   local or foreign government (or subdivision
                                   or agency of any of these), and also
                                   including interest and penalties attributable
                                   to these payments, and additions to them.

Transfer Taxes                     as defined in Section 4.14(c).

Transferred Employees              as defined in Section 4.11(a).

Transferred Key Employees          as defined in Section 4.10(a).

Unaudited Financial Statements     as defined in Section 2.4(a).

          9.2 Other. The headings in this Agreement do not affect its
interpretation. References to "includes" or "including" are deemed to be
followed by "without limitation." Unless otherwise specified, references to a
Section, Schedule or Exhibit mean a Section of, or Schedule or Exhibit to, this
Agreement. A matter disclosed on a Schedule is deemed to be disclosed for all
purposes of this Agreement to which that matter could reasonably relate, but
will not extend the scope of the representations and warranties in this
Agreement or imply that the matter is required to be disclosed for the purposes
of this Agreement.

                  [Remainder of page intentionally left blank]





                                       57

<PAGE>

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

                                        Seller:

                                        SOUTHERN PRIDE CATFISH COMPANY, INC.

                                        By: /s/ Joe T. Glover, Jr.
                                            ------------------------------------
                                            Name: Joe T. Glover, Jr.
                                            Title: President

                                        Shareholder:

                                        /s/ Joe T. Glover, Jr.
                                        ----------------------------------------
                                            Joe T. Glover, Jr.


                                        Buyer:

                                        SOUTHERN PRIDE CATFISH LLC

                                        By:  AMERICAN SEAFOODS GROUP LLC,
                                             its sole Member

                                        By:  AMERICAN SEAFOODS CONSOLIDATED LLC,
                                             its Managing Member

                                        By:  AMERICAN SEAFOODS HOLDINGS LLC,
                                             its sole Member

                                        By:  AMERICAN SEAFOODS, L.P.,
                                             its Managing Member

                                        By:  ASC MANAGEMENT, INC.,
                                             its General Partner

                                             By: /s/ Bernt O. Bodal
                                                 -------------------------------
                                                 Name: Bernt O. Bodal
                                                 Title:  President


<PAGE>

                                        Trucking:

                                        SOUTHERN PRIDE CATFISH TRUCKING INC.

                                        By: /s/ Jeffrey W. Davis
                                            ------------------------------------
                                            Name: Jeffrey W. Davis
                                            Title: Vice President

                                        Buyer's Parent:

                                        AMERICAN SEAFOODS GROUP LLC

                                        By:  AMERICAN SEAFOODS CONSOLIDATED LLC,
                                             its Managing Member

                                        By:  AMERICAN SEAFOODS HOLDINGS LLC,
                                             its sole Member

                                        By:  AMERICAN SEAFOODS, L.P.,
                                             its Managing Member

                                        By:  ASC MANAGEMENT, INC.,
                                             its General Partner

                                             By: /s/ Bernt O. Bodal
                                                 -------------------------------
                                                 Name: Bernt O. Bodal
                                                 Title: President