<PAGE>
 
                                                                    EXHIBIT 10.8


                      AGREEMENT FOR THE SALE OF SHARES IN
                           RIJNHOUT FOOD GROUP B.V.

The undersigned:

1.   The private company with limited liability HOUDSTERMAATSCHAPPIJ C.J.
     RIJNHOUT B.V., established in Zwijndrecht but maintaining offices in 2291
     XJ Barendrecht at Dierensteinweg 14a, represented in this matter by its
     sole director Mr C.J. Rijnhout, hereinafter referred to as the Seller,

and

2.   INTERNATIONAL PRODUCE HOLDING COMPANY, a company incorporated and existing
     under the laws of the State of Delaware (USA), established in and having
     its registered office at 1209 Orange Street, Wilmington, Delaware 19801
     (USA) represented in this matter by Mr. Carlos Herrera, hereinafter
     referred to as the Buyer,

WHEREAS:
-------

The Seller is holder of all the issued shares, consisting of 40 (forty) shares, 
each with a nominal value of Hfl. 1,000.00, numbered 1 to 40 inclusive, in the 
capital of the private company with limited liability RIJNHOUT FOOD GROUP  B.V.
(hereinafter referred to as "the Company"), established in Zwijndrecht but 
maintaining offices in Barendrecht.

The Company is in turn the sole shareholder of its operating companies, these 
being (a) the private company with limited liability KONINKLIJKE EXPORTHANDEL 
JAC. VAN NAMEN & ZONEN B.V. and (b) the private company with limited liability 
RIJNHOUT GROENTEN B.V. (hereinafter referred to as "the Operating Companies"), 
both operating companies also established in Zwijndrecht but maintaining offices
in Barendrecht.  The Company and the Operating Companies are hereinafter jointly
referred to as "the Companies".

The Seller wishes to sell and transfer ownership of 51% of the issued share 
capital of the Company to the Buyer and the Buyer wishes to purchase and acquire
ownership of 51% of the shares in the issued capital of the Company.  The said 
51% of the shares is in the issued capital of the Company are hereinafter 
referred to as "the Shares".

Parties have reached agreements on the conditions under which the purchase and 
sale of the Shares shall take place.

Parties wish to make the following written record of the agreement reached.

HAVE AGREED AS FOLLOWS:
----------------------

Article 1 (purchase and sale)
---------

1.   The Seller hereby sells the Shares to the Buyer and the Buyer purchases the
     Shares from the Seller. The purchase and sale of the Shares shall take
     place with all rights attached thereto. The Shares shall be for the account
     and risk of the Buyer from 1 January 1996.



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                                      -2-


2.   The transfer of the Shares by the Seller to the Buyer shall take place by
     virtue of the execution of the Deed of Transfer, also including
     acknowledgement of this transfer by the Company, before Mr. L.E.H.M.
     Vinken, civil law notary in Hendrik Ido Ambacht, or his deputy at latest
     three days after the Ministry of Justice approved the amendment of the
     articles of association mentioned hereafter.

     The date of transfer is hereinafter referred to as the "Transfer date". The
     draft of the Deed of Transfer is attached to this agreement as Appendix I.

3.   Because the division of the share capital in coupons makes the transfer of
     exactly 51% of the issued share capital impossible, the Seller shall amend
     the articles of association before the transfer to the effect that the
     authorized capital of the Company shall be divided into 20,000 (twenty
     thousand) shares each with a nominal value Hfl. 10, of which 4,000 (four
     thousand) shares each with a nominal value of Hfl. 10 shall be issued after
     the amendment of the articles of association, so that pursuant to this
     agreement the Seller shall transfer 2,040 (two thousand and forty) shares
     with a nominal value of Hfl. 10.-in the issued capital of the Company.

4.   On the Transfer Date the Seller shall hand over to the Buyer a copy of the
     register of shareholders of the Company and copies of the registers of
     shareholders of the Operating Companies.

Article 2 (purchase price and repayment of current account)
---------

1.   The purchase price of the shares shall be paid by the Buyer to the Seller
     in installments and the total amount shall in part depend on the profits
     achieved in the years 1996, 1997, 1998 and 1999, whereby in this context
     profit is defined as the profit before tax and interest as reported in the
     annual accounts of the Company as adopted and including an auditor's
     statement approving them. The profits as so defined shall hereinafter be
     referred to as "EBIT". The purchase price shall be made up and determined
     as follows:

     a.   On the passing of the Deed of Transfer, Buyer shall make a payment to
          the Seller of Hfl. 2,509,200 (in words: two million five hundred and
          nine thousand and two hundred guilders) on such account as shall be
          designated by the notary.

     b.   Subsequently, four annual installments of Hfl. 418,200 (in words: four
          hundred and eighteen thousand and two hundred guilders) will be paid,
          which may, however, be increased or lowered depending on the EBIT
          achieved in the year concerned. If the EBIT, as reported in the annual
          accounts, including an auditor's statement approving them, is equal in
          the years 1996, 1997, 1998 and 1999 to the average EBIT in the years
          1993, 1994 and 1995, that is Hfl. 1,870,000 (in words: one million
          eight hundred and seventy thousand guilders -hereinafter referred to
          as the "Target EBIT"), in the year concerned the said amount of Hfl.
          418,200 shall be paid. If, however, the EBIT for any of the said years
          is lower or higher than the said Target EBIT the amount of Hfl.
          418,200 to be paid for the year concerned shall be increased or
          decreased in proportion, with the understanding, however, that the
          amount to be paid by the Buyer in

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                                      -3-

          any year shall never be more than Hfl. 836,400. (Example: Assume EBIT
          for 1996 is Hfl. 2,000,000.- The installment for the year 1996 is then
          2,000,000/1,870,000 x 418,200 = 447,273). Seller shall never have the
          obligation to pay back any part of the purchase price, even if the
          EBIT of the respective year should be negative.

     c.   Each of the installments referred to in b. shall be paid by the Buyer
          to the Seller within fourteen days after the general meeting of
          shareholders of the Company has adopted the annual accounts for the
          year concerned, on such account as shall be designated by the Seller.

          To secure the obligation of the Buyer to pay the said installments on
          behalf of Seller a right of pledge will be established on 80 shares to
          be acquired by the Buyer on the Transfer Date. Buyer will retain the
          voting rights on the shares to be pledged.

     d.   Changes to the principles of valuation and the methods of determining
          the results in the annual accounts shall be eliminated for the
          purposes of determining the EBIT.

     e.   The current account arrangement between Seller and the Company shall
          be terminated as of the date of Transfer. Before the transfer of the
          shares takes place, Seller shall give Buyer a statement of the amount
          he owes on the basis of this current account arrangement to the
          Company (including the interest at 6% per annum to be calculated from
          1 January 1996). Parties will request the Notary to use (part of) the
          purchase price to repay the amount of money Seller owes to the
          company. As far as required Seller hereby gives full and irrevocable
          power of attorney to Buyer to instruct the notary in this matter.

     f.   If the Companies' agent in North America, Mrs. Honingberg, solely and
          exclusively because of the closing of this Agreement, terminates her
          agreements with the Companies, and such termination has a negative
          effect on the North American revenues (considering such revenues as
          the average of the years that ended December 31, 1993, 1994 and 1995),
          which cannot be compensated by any other agreement or business
          combination in such territory, and consequently the Target EBIT for
          1997 can not be reached, then such negative effect shall not be
          considered for purposes of determination of the Target EBIT.

Article 3 (Management)
---------

1.   From the Transfer Date the Board of Managing Directors of the Company shall
     consist of the following persons:

     - Mr. C.J. Rijnhout
     - Mrs. A.N.E. Ros-Bank
     - Mr. Th. C. Slijkerman.

     Contracts of employment/management have been concluded with said persons,
     copies of which employment/management contracts are attached to this deed
     as appendices 2, 3 and 4. On the Transfer Date - after the Transfer of the
     Shares took place - a general meeting of shareholders of the Company shall
     be held at which meeting Mr. Th. C. Slijkerman shall be appointed a
     (managing) director of the Company.

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                                      -4-

2.   As Appendices 5a and 5b to this deed, declarations are attached from Mr.
     Th. C. Slijkerman and J.L. van de Heuvel, who are currently entered in the
     commercial register as members of the Supervisory Board of Koninklijke
     Exporthandel Jac. van Namen & Zonen B.V. to the effect that they shall
     resign as members of the Supervisory Board with effect from the date of
     transfer of the shares and that they have no further claim of the Company
     arising from the performance of their duties or their resignations. The
     parties herewith discharge Mr. Slijkerman and Mr. van den Heuvel from their
     duties in their capacity as supervising director as from the date of their
     resignation.

3.   New provisions regarding the powers of the directors, the appointment of a
     Supervisory Board and its powers shall be drawn up in accordance with the
     model attached to this deed as Appendix 6. Seller and Buyer have agreed
     that the Supervisory Board shall consist of three members, two of whom
     shall be appointed by the Buyer and one by the Seller. Furthermore, the
     provision in the articles of association that a member of the board can
     only be dismissed by two thirds of the votes (Article 17, paragraph3)
     shall be scrapped.

     Seller shall ensure that the articles of association of the Company are
     amended in accordance with this article prior to the transfer of the
     shares.

Article 4 (warranties and liability)
---------

1.   The Seller warrants to the Buyer that the declarations included in Appendix
     7 ("warranties") are completely accurate on the Date of Transfer.


2.   The investigations conducted by the Buyer and the information given by the
     Seller to the Buyer shall in no way act to discharge the Seller from his
     obligations under the warranties unless this is explicitly stipulated in
     this agreement and the accompanying appendices.

3.   In the event of infringement by the Seller of one or more warranties under
     this agreement or in the event that the Seller is in breach of other
     obligations under this agreement, the Seller shall be liable towards the
     Buyer for any resulting damage, including the costs reasonably incurred by
     the Buyer and/or Companies in respect thereof and the statutory interest to
     be calculated from the Transfer date, all this without prejudice to any
     other rights which the Buyer may have by reason of such an infringement.
     Any such damages and costs shall be treated as a correction of the purchase
     prices for the Shares.

4.   The following restriction shall applly with respect to the damages by 
     reason of breach of the warranties.

     The Seller is only liable if the damage after the deduction of
     unprecedented advantages not shown in the Transfer Account, exceeds a total
     of Hfl. 55,000.-. If that is the case, the Seller is then liable for the
     full amount (therefore not only for the excess amount).


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                                      -5-

5.   Without prejudice to the provisions of sub-section 6 of this article, the
     liability of the Seller for infringements from the Transfer Date shall
     apply:

     a.   for an unlimited period with respect to the warranties given in 
          Appendix 7, numbers 1, 2 and 7;
     b.   with respect to the guarantees relating to taxes and social security
          contributions (Appendix 7, number 5) for such period as the relevant
          authorities can still impose (supplementary) demands for the period
          prior to the Transfer Date, plus 1 year after the end of said period;
     c.   up to 36 months after the Transfer Date with respect to the other
          warranties in Appendix 7, unless otherwise stipulated there.


6.   The restriction of the liability as referred to in sub-sections 4 and 5 of
     this article shall, however, not apply if the inaccuracy of the relevant
     warranties on the Transfer date was known to the Seller or could reasonably
     have been known to the Seller.

7.   In the event of an infringement, the Buyer shall notify in writing by
     registered mail the Seller thereof as soon as possible. The Buyer shall
     then be free, if a fact proves to be other than was guaranteed on the basis
     of more than one warranty, to decide which warranty he shall invoke. The
     Seller has the right - at his own expense - to raise a defence against
     claims the absence of which is warranted in this agreement.


Article 5 (indemnity)
---------

1.   The Seller shall indemnify the Buyer and the Companies against:

     a.   all claims which arise from the obligations of the Companies by virtue
          of the warranties provided by them or sureties given by them with
          respect to, or liabilities accepted by them or arising from law
          (whether or not jointly and severally) for obligations (including:
          fiscal liabilities) of third parties, all this is so far as no
          adequate provision has been made for them in the Transfer Account as
          of 31 December 1995.

     b.   Claims of third parties arising from obligations entered into in the
          past by the Companies together with the third parties as referred to
          under a. above, all in so far as no provisions has been made for them
          in the Transfer Account as of 31 December 1995.

2.   As Appendix 8 to this deed shall be attached a declaration by ING Bank N.V.
     to the effect that this bank shall not avail of its power to terminate the
     credit relationship with the Companies as a sole result of the transfer of
     the Shares by the Seller to the Buyer and that it releases the Companies
     from the joint and several liability for the Seller's debts to the bank.

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                                      -6-

Article 6 (non-competition and confidentiality clause)
---------

1.   The Seller is forbidden from establishing, carrying on, jointly running or
     having someone else run a business similar to or in competition with the
     business of the Companies for a period of seven years after the Transfer
     Date, as well as working for such a business of a third party, whether for
     remuneration or not, this on penalty of a fine, payable immediately without
     notice of default of Hfl. 1,000,000 plus Hfl. 10,000 for each day that any
     breach continues. This non-competition clause applies worldwide.

2.   Except in so far as legally or otherwise required, the Seller shall not
     publish or any way provide to third parties or otherwise make accessible,
     directly or indirectly, any information relating to a confidential or
     secret aspect of the business of the Companies.

3.   The obligations stipulated above have also been accepted by Mr. C.J.
     Rijnhout in his private capacity, who in evidence thereof has cosigned
     this agreement.

Article 7 (future acquisitions by Buyer)
---------

The Buyer proposes acquiring majority interests in Europe and Asia in businesses
similar to that conducted by the Companies, this is, in businesses dedicated to 
the distribution of fresh produce.  The Buyer or its affiliated companies may do
this directly by acquiring interests, or it may be done indirectly by acquiring 
interests through the Company.  For purposes of this Article, "affiliated 
companies" shall mean (i) any corporation of which more than 50% of its stock is
owned by Buyer; (ii) any corporation which owns more than 50% of the stock of 
Buyer; (iii) any corporation which its stock is owned more than 50% by the 
corporation described in (ii).

Both the acquisition of interests in similar businesses by the Buyer directly
and acquisition indirectly through the Company may effect the equity value of
the Company. In order to prevent the Seller as a minority shareholder from
suffering a disadvantage from the Buyer's acquisition policy, the parties have
agreed as follows:

a.   If the Buyer proposes acquiring an interest in a business similar to that
     conducted by the Companies in Europe and Asia, the Buyer shall give the
     minority shareholders the opportunity to participate jointly for up to 49%
     in any such acquisition provided that (i) Buyer and/or its affiliated
     companies shall retain voting control over such joint interest in an
     acquired company; (ii) such participation by the minority shareholders is
     not restricted by any law, decree or governmental regulation; and, (iii)
     such participation by the minority shareholders is not restrained by any
     provision of a contract, agreement, instrument or obligation to which the
     Buyer and/or its affiliated companies may be bound.


b.   If the Buyer proposes acquiring a business similar to that conducted by the
     Companies in Europe and Asia indirectly through the Company the minority
     shareholders shall have to contribute pro rata to the necessary capital. If
     the minority shareholders, for whatever reason, are unwilling or unable to
     participate in the capital increase which is necessary for a proposed
     acquisition, they shall permit their relative share in the issued capital
     of the Company to be reduced.


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                                      -7-

c.   If, however, one or more of the minority shareholders - supported by expert
     opinions from at least two external experts - can plausibly demonstrate
     that the equity value of the Company would suffer as a result of
     acquisitions as referred to under a. and b. and the minority shareholders
     object with at least forty percent of the votes represented in the general
     meeting of shareholders to such an acquisition, the Buyer now accepts for
     such an event the obligation to buy out the shareholders who have declared
     their opposition to such an acquisition, in which case the purchase price
     shall be fixed according to the following method.

     1.   The purchase of such a minority equity participation shall be in cash 
          and the equity value together with the earn out (as stipulated in
          Article 2, section 1, sub-section b), if applicable, will be
          determined based on the same valuation method as was used for the
          acquisition of the Shares, which is as follows:
          (a)  Value of shares: ten times the average earnings before interest
               ---------------
          and after taxes ("EBIAT"), over the last three years, minus the long
          term debt, the permanent portion of the short term debt and any other
          debt now sown in the balance sheet, divided by the then outstanding
          number of Shares; and,
          (b)  Unpaid Earn Out: the average EBIT over the then immediately 
          preceding 3 years.

     2.   Unless there has been a material change on the long term debt, in the 
          permanent portion of the short term debt or other debt has been
          incurred ("Material Change"), the audited financial statements of the
          immediately preceding 3 years will be used for valuation.

     3.   If a material change has occurred or if more than 6 months have 
          elapsed from the closing of the last financial statements, then an
          audit will be carried out and the valuation will be calculated as
          follows:
          (i)   EBIT and EBIAT will be based on the average of the last 3 
                years;
          (ii)  long term debt, will be determined according to the closing of 
                the previous month before the agreed transaction date:
          (iii) the permanent portion of the short term debt will be based upon
                the preceding 12 months, before the agreed transaction date;
                and,
          (iv)  other debt and receivables incurred since the last audited 
                financial statement will be taken into account.

d.   The seller undertakes to impose the stipulations of this article in a
     perpetual clause on third parties to whom he - with due observance of the
     blocking rules in the Company's articles of association - sells shares in
     the capital of the Company.

Article 8 (Transfer of annuity and pension commitment)
---------

The Seller and the Buyer undertake to ensure that the annuity commitment towards
Mr J.L. Rijnhout entered into by the Company and the pension commitment under 
its own management towards Mr C.J. Rijnhout shall be


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                                      -8-

assumed by the Seller, this with the permission of and subject to the condition 
imposed by the tax authorities at a time to be determined by the Seller at its 
sole discretion.  As long as the said commitments are not assumed by Seller, the
Seller warrants the Buyer that any claim resulting form said commitments shall 
not exceed the amount of the relevant provisions in the Transfer Account unless 
said claims are adequatly covered by insurance.

Article 9 (Sale and Delivery of land at Vrouwgelenweg)
---------

Seller warrants that on the date of transfer at the latest the Company shall 
sell and transfer to the Seller title to the registered properties consisting of
a plot of land with shed and a wooden bridge on it, situated at Vrouwgelenweg in
Hendrik Ido Ambacht and a plot of land on Vrouwgelenweg in Hendrik Ido Ambacht, 
entered in the land registry of the municipality of Hendrik Ido Ambacht, section
E, number 9592, size 40 are and 10 centiare and municipality of Hendrik Ido 
Ambacht section E 9593 size 20 are and 85 centiare for the purchase price of 
Hfl. 298,486, cost for the buyer's account.  Seller shall accept said registered
properties from the Company in their condition as of the date of delivery and 
shall require no indemnity of any nature whatever from the Company.

Article 10 (participation Mr Slijkerman)
----------

1.   Seller wishes to sell 20% of the outstanding capital of the Company to Mr
     Th. C. Slijkerman, residing at Zwijndrecht, The Netherlands, or to a
     limited liability company (B.V.) controlled by said Mr Slijkerman
     (hereinafter referred to as "Slijkerman"). Buyer declares now for then that
     it agrees to Slijkerman's participation and that it shall not evoke the
     statutory blocking restriction.

2.   Seller has stipulated with regard to the shares to be acquired by
     Slijkerman that Seller will be entitled to buy them back from Slijkerman, 
     who shall be obliged to sell them in the following cases:
     - upon Mr. Th.C. Slijkerman reaching the age of sixty;
     - in the event of Mr Th.C. Slijkerman's death before said age;
     - in the event of Mr Th.C. Slijkerman's dismissal as managing director of 
       the Company, other than at his own request.
     Buyer declares now for then that in the said cases it will not exercise any
     rights based on the share transfer restriction in the articles of
     association with respect to the shares in question.

3.   In the event Buyer purchases additional shares from Slijkerman or the
     Seller the purchase price will be determined according to the same
     valuation method as mentioned in article 7.

Article 11 (costs)
----------

Each of the parties shall bear its own costs relating to this transaction for 
accountants and fiscal and legal advice.  The costs of this deed and the costs 
of the deed of transfer shall be borne by the Buyer.


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                                      -9-

Article 12 (Exclusion of cancellation)
----------

Parties waive their right for whatever reason to claim cancellation or 
dissolvement of the agreement and the deed of delivery wholly or in part.

Article 13 (Appendices)
----------

The appendices to this agreement constitute an integral part of the agreement.  
Any reference to this agreement shall also involve a reference to said 
appendices.

Article 14 (Applicable law)
----------

This agreement is governed by the law of the Netherlands.  Disputes arising from
this agreement shall be submitted to the court with jurisdiction in the District
of Rotterdam or shall be settled at the sole discretion of Buyer by arbitration 
in accordance with the Rules of the Netherlands Arbitration Institute 
(Nederlands Arbitrage Instituut).  The arbitral tribunal shall be composed of 
three arbiters when the claim amounts to more than Hfl. 100,000 or one arbiter 
when the claim is less than Hfl. 100,000
The losing party shall have to reimburse to the other party not only the costs 
awarded in the verdict but also the other costs reasonably incurred by the other
party or the Companies.

Article 15 (Notifications)
----------

All notifications by virtue of this agreement must be made in writing and sent 
by registered delivery to the following addresses:

The Seller:     Houdstermaatschappij C.J. Rijnhout B.V.
----------
                Att. Mr C.J. Rijnhout
                Onderdijkse Rijweg 345
                3341 BP HENDRIK IDO AMBACHT

                Visser en Legger Advocaten
                Att. Mr J.A. Visser
                Postbus 1034
                3300 BA DORDRECHT

The Buyer:      International Produce Holding Company
---------
                C/O Pulsar International, S.A. de C.V.
                Att. Lic. Alejandro F. Sanchez Mujica
                Edificio Torre Alta, Mezzanine
                Ave. Roble no. 300, Col Valle del Campestre
                SAN PEDRO GARZA GARCIA, Nuevo Leon,
                Mexico

                Van den Boomen Advocaten
                Att. Mr M.J.P.N. Steijven
                Postbus 193
                5580 AD WAALRE


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                                     -10-

Article 16 (Final provision)
----------

If one or more of the provisions in this agreement prove to be non-binding, the 
remaining provisions hereof shall remain in force as between the parties.  
Parties undertake to replace non-binding provisions with such provisions which 
are binding and which diverge as little as possible - with a view to the purpose
and scope of this agreement - from the non-binding provisions.

So executed and signed in triplicate in Barendrecht on the 18th of October 1996.



/s/ C.J. RIJNHOUT                                      /s/ CARLOS HERRERA
Seller                                                 Buyer

In evidence of agreement with the provisions of Article 6:


/s/ C.J. RIJNHOUT                                      
C.J. Rijnhout


Appendices
----------
1.  Deed of Transfer
2.  Employmentcontract Mr C.J. Rijnhout
3.  Employmentcontract Mrs. A.N.E. Ros-Bank
4.  Managementcontract T.S. Agro/Mr Th.C. Slijkerman
5.  a.  Declaration by Mr Th.C. Slijkerman
    b.  Declaration by Mr J.L. van den Heuvel
6.  Draft Articles of Association concerning Management and Supervisory Board
7.  Warranties
8.  Declaration by ING Bank N.V.