CONTRACT

                                     BETWEEN

                     WHOLESALE AND RETAIL FOOD DISTRIBUTION
                          TEAMSTERS LOCAL UNION NO. 63

                                       AND

                           CUSTOM FOOD PRODUCTS, INC.


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                                      INDEX

ARTICLE I - Employees Covered and Bargaining Agency ......................   1
ARTICLE II - Union Security ..............................................   2
ARTICLE III - Dues Checkoff and Union Initiation Fees ....................   2
ARTICLE IV - Management Rights ...........................................   3
ARTICLE V - Discipline and Discharge .....................................   3
ARTICLE VI - Fidelity Bond, Donations and Physical Examinations ..........   4
ARTICLE VII - Vacations ..................................................   4
ARTICLE VIII - Holidays ..................................................   5
ARTICLE IX - Hours of Work and Overtime ..................................   6
ARTICLE X - Bulletin Board and Union Visits ..............................   8
ARTICLE XI - Seniority ...................................................   9
ARTICLE XII - Grievance Procedure ........................................   9
ARTICLE XIII - No Strike .................................................  11
ARTICLE XIV - Leave of Absence ...........................................  11
ARTICLE XV - Wages Scales and Job Classification .........................  11
ARTICLE XVI - Health and Welfare .........................................  12
ARTICLE XVII - Industrial Injury Leave ...................................  12
ARTICLE XVIII - Longevity Clause .........................................  13
ARTICLE XIX - Jury Duty ..................................................  13
ARTICLE XX - Sick Leave ..................................................  13
ARTICLE XXI - Safety Equipment ...........................................  13



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ARTICLE XXII - New Locations .............................................  14
ARTICLE XXIII - Subcontracting ...........................................  14
ARTICLE XXIV - Notices ...................................................  14
ARTICLE XXV - Termination ................................................  14
SCHEDULE A -Minimum Wage Rates ...........................................  16
EXHIBIT A - Employee Classifications .....................................  17


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                                    AGREEMENT

         This Agreement by and between CUSTOM FOOD PRODUCTS,  INC.,  hereinafter
referred  to as  Employer,  and  the  WHOLESALE  AND  RETAIL  FOOD  DISTRIBUTION
TEAMSTERS  LOCAL  UNION  NO.  63,  or  any  Succeeding  Local  chartered  by the
INTERNATIONAL BROTHERHOOD OF TEAMSTERS, CHAUFFEURS,  WAREHOUSEMEN AND HELPERS OF
AMERICA,  hereinafter  referred to as the Union,  is entered as of April 1, 2000
and expiring March 30, 2005.

               ARTICLE I -EMPLOYEES COVERED AND BARGAINING AGENCY

         1.  The  Employer  recognizes  the  Union  as the  sole  and  exclusive
bargaining agent for only the cooked roll production employees, quality control,
sanitation and the maintenance  employees for the cooked roll  production  line,
and the  production  line employees  directly  associated on a full or part-time
basis  with  the  further  processed  products  produced  from the  cooked  roll
products,  specifically,  the diced,  sliced and barbeque products made from the
roll  production  line,  and the machine  operator  qualified to operate the L19
packaging machine for the Taco Bell product only, and specifically excluding any
and all other  employees of the  Employer,  including  without  limitation,  all
maintenance, warehouse, shipping and receiving, production, salesmen, office and
clerical, laboratory,  technical and research employees, guards and watchmen, as
well as, any  "broiler  line  employees",  crumble line  employees,  Arby's line
employees,  and any new or other lines that the  Employer  may from time to time
add to its business,  and all  supervisory  employees  within the meaning of the
National  Labor  Relations Act employed by the Employer at its place of business
located at 1117 West Olympic Blvd, Montebello, California 90640, or at any other
location whatsoever. Whenever the masculine gender is used in this Agreement, it
shall be deemed to include the feminine gender as well, and vice versa.

         All employees  currently  covered by this Agreement will continue to be
covered by this  Agreement  under the  modified  classification  as  attached on
Exhibit A. The  Employer  retains  the right to move  employees  among or within
classifications  as long as there is no  reduction  in pay.  If the  employee is
moved to a classification  with a lower pay rate, the employee will retain their
same level of pay.

         Savings in time, material and manpower.  The Union shall cooperate with
the Employer in an effort to reduce to a minimum all practices that results in a
loss of

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efficiency  and needless  expense.  While it is  impossible to enumerate all the
practices  that  might be  involved,  the  cooperation  shall  include,  without
limitation,  the following: (1) Elimination of waste of time, (2) Avoiding waste
of  materials,  (3)  Conservation  of supplies,  (4)  Conservation  of tools and
equipment, and (5) Reduction of absenteeism and tardiness.


                           ARTICLE II -UNION SECURITY

         1. All  employees  of the Company  covered by this  Agreement,  who are
members of the Union in good standing on the execution  date of this  Agreement,
shall  remain  members in good  standing,  and those who are not  members on the
execution date of this Agreement shall, on the thirty-first (31st) day following
the execution  date of this  Agreement,  become and remain in good standing with
the Union. Additionally, all employees covered by this Agreement and hired on or
after its date of execution shall, on the thirty-first  (31st) day following the
beginning of such  employment,  become and remain  members in good standing with
the Union.


              ARTICLE III - DUES CHECKOFF AND UNION INITIATION FEES

         1. The  Employer  will deduct from the wages of its  employees  covered
under this Agreement,  all Union  initiation fees and regular  membership  dues,
provided such deductions are individually and voluntarily  authorized in writing
to the Employer. The authorizations for such deductions shall be irrevocable for
a period of not more than one (1) year or beyond  the  termination  date of this
collective bargaining agreement, whichever occurs sooner.

         2. The Employer shall remit such employee-authorized  deductions to the
Union by no later than the fifteenth (15th) day of each calendar month, together
with a list  showing  thereon the names of  employees  who worked one (1) day or
more during the previous month.  The list shall also show the date of employment
for all employees hired and termination date of the employees  terminated during
the previous  month.  The list shall also show itemized detail in support of the
remitted amount of such employee-authorized  Union deductions.  Failure to remit
such employee-authorized deductions as herein provided within the time specified
shall be breach of this Agreement.

         3. The Union  agrees to save the  Employer  harmless  from any  claims,
adjustments or damages following the remittance of these monies to the Union.

         4. Persons  applying  for  employment  shall not be given  preferential
consideration or discriminated  against because of membership or  non-membership
in the Union, nor because of race, color, creed, sex, age or national origin.

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                         ARTICLE IV - MANAGEMENT RIGHTS

         1. All management functions, whether heretofore or hereafter exercised,
and regardless to the frequency or infrequency of their  exercise,  shall remain
vested  exclusively  in the  Employer.  It is  expressly  recognized  that  such
functions include,  but are not limited to, the right to determine the length of
the work day and the work week and when overtime  shall be worked;  to determine
the starting and quitting  time and the number of hours and shifts to be worked;
to  hire,   promote,   demote  and  transfer   employees;   to   determine   the
qualifications,  efficiency and ability of employees; to determine the work load
and work performance level and to make change reasonable rules,  regulations and
practices;  to close down or move the  business  or any part  thereof or curtail
operations;  to  discontinue  its  business  in  whole or in part and to sell or
dispose  of all or any  part of its  assets  and to  participate  in any form of
reorganization  described in the Internal  Revenue Code; to control and regulate
the use to machinery, equipment and other property of the Employer; to determine
the number of  employees;  to introduce  new or improved  production  methods or
equipment.  Nothing  anywhere in this Agreement  shall be construed to impair or
limit the right of the Employer to conduct all its  business in all  particulars
except as expressly modified by the Sections of this Agreement.


                      ARTICLE V - DISCIPLINE AND DISCHARGE

         1. The  Employer  shall  have the  exclusive  right  to  discharge  any
employee for good and sufficient cause. Among other things, dishonesty; drinking
alcoholic  liquor  or  using  non-prescribed   controlled  substances  on  duty;
reporting  to work under the  influence of  alcoholic  liquor or  non-prescribed
controlled   substances;   smoking   in   prohibited   areas;   insubordination;
inefficiency;  failure to report for  scheduled  work at the  required  starting
starting  time unless  prior  notice is given to the Employer and the reason for
such  absence is approved by the  Employer;  incompetency  by failure to perform
regular work as required;  or to observe safety rules, or plant rules, which are
conspicuously posted at the said plant or plants of the Employer,  shall be good
and sufficient cause for immediate  discharge.  With the exception of violations
considered major offenses, a warning notice will be given prior to discharge.  A
warning notice will remain in the employee's file for six (6) months.

         2. Any employee who believes he has been  wrongfully  discharged  shall
have the right to secure a review of such discharge by making a written  request
to his Employer for  reinstatement  (copy to the Union) not later than three (3)
working days from the date of the discharge.  Unless within two (2) working days
of the receipt of such notice the Employer  notifies the former employee that he
has been reinstated,  the former  employee,  either alone or with the Union, may
file a written  grievance  to be processed

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under and  pursuant  to the  grievance  procedure  hereinafter  set  forth.  Any
discharged   employee  failing  to  strictly  adhere  to  the  foregoing  notice
requirements  shall be  conclusively  deemed to have  waived  his/her  rights to
contest such  discharge  or any other matter  related to or arising from his/her
employment including, without limitation,  through the grievance and arbitration
procedures set forth in this Agreement unless time limits are extended by mutual
written agreement between the Employer and the Union.


                      ARTICLE VI - FIDELITY BOND, DONATIONS
                            AND PHYSICAL EXAMINATIONS

         1. When an  Employer  requires a  fidelity  bond of any  employee,  the
premium of said bond shall be paid by the Employer.

         2.  Contributions  and donations for all  charitable  purposes shall be
voluntary on the part of the employee.

         3. The Employer shall have the privilege of requiring physical,  mental
and/or  aptitude  examinations  of prospective  employees.  However,  the mental
and/or  aptitude tests used should be nationally  accredited and the Union shall
have the right of review of any such system  instituted  as to its  fairness and
accuracy.  Notwithstanding  the  foregoing,  the  final  decision  to  use  such
examinations shall rest exclusively with the Employer.

         4. Failure to pass either of any of the above tests,  or the  inability
to secure bond for any prospective employee shall be deemed sufficient reason to
disqualify said person for employment.  The expense of such examination shall be
borne by the Employer.


                             ARTICLE VII - VACATIONS

         1. All  employees who have been  continuously  employed by the Employer
for one (1) year shall receive one (1) week's vacation with pay.

         All employees who have been  continuously  employed by the Employer for
two (2) years or more shall receive two (2) weeks'  vacation with pay each year.
At the  conclusion of the second year of employment and during the third through
fifth year,  the  employee  will receive two (2) weeks'  vacation  with pay each
year.

         All employees who have been  continuously  employed by the Employer for
five (5) years or more shall  receive  three (3) weeks'  vacation  with pay each
year. At the  conclusion  of the fifth year of  employment  and during the sixth
through tenth year, the employee will receive three (3) weeks' vacation with pay
each year.

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         All employees who have been  continuously  employed by the Employer for
ten (10) years or more shall receivefour (4) weeks' vacation with pay each year.
At the  conclusion  of the tenth year and  during  every  year  thereafter,  the
employee will receive four (4) weeks vacation with pay per year.

         2. In order to  qualify  for  vacation,  a regular  employee  must work
forty-five (45) weeks or more during the twelve (12) consecutive months from the
date,  or most  recent  anniversary  date  of the  original  employment  of such
employee.  Time lost from  employment,  not to exceed thirty (30) days, shall be
considered as time worked for the purpose of determing  length of employment and
included in the qualifying forty-five (45) weeks mentioned above.

         3. If a holiday  occurs  during the vacation  period,  employees  shall
receive n extra day's pay in lieu thereof.

         4. Any regular  employee who has worked for a total of one (1) year who
quits or is terminated  shall be entitled to all accrued  vacation pay including
pro rata  vacation  pay of  one-twelfth  (1/12) of  vacation  pay for each month
worked during the then-current vacation year.

         5. Each employee shall be paid for his vacation when it is taken.

         6.  Vacation  pay for  purposes of this  Article is forty (40) hours of
straight time pay per week vacation.


                             ARTICLE VIII - HOLIDAYS

         1. The following shall be considered as holidays under this Agreement:

                   New Year's Day                       Labor Day
                   Good Friday                          Thanksgiving Day
                   Memorial Day                         Day after Thanksgiving
                   Fourth of July                       Christmas Day
                   Employee's Birthday

         2. If a regular employee who has completed his  probationary  period is
required  to work and  reports  for work on a holiday  listed in Section 1, that
employee  shall receive  double (2) his regular hourly rate of pay for all hours
worked in  addition  to regular  holiday  pay.  Probationary  employees  are not
regular  employees  and are not eligible  for holiday pay.  Holiday pay shall be
considered as time worked for purposes of overtime calculations.

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         3. A holiday falling within an employee's vacation period shall entitle
the employee to receive an extra day's pay.

         4. Non-probationary regular employees who perform no work on any of the
holidays  set forth in the Section  shall  receive pay for any such  holiday not
worked on the basis of eight (8) hours at the employee's  hourly rate,  provided
that the  employee  has  worked  his last  scheduled  work day  before and first
scheduled work day after the holiday and is not on layoff.  Notwithstanding  the
foregoing,  any employee  scheduled to work on a holiday but who fails to report
will not be eligible to receive holiday pay.

         5. No more than one (1)  employee  in a  department  may be absent at a
time  for  the  Employee's  Birthday  holiday.  In the  event  that  two or more
employees  have the same  birthday,  seniority  will  control.  If an employee's
birthday  falls on a weekend  day,  it will be moved  according  to the  current
practice  with  national  holidays  that fall on a weekend  consistent  with the
Employer's production needs.


                     ARTICLE IX - HOURS OF WORK AND OVERTIME

         1. The normal  work day shall be from  4:00a.m of one day to 4:00a.m of
the day  following  and the normal  work week shall be from  4:00a.m.  Sunday to
4:00a.m. the following Sunday.

         2. The following policies regarding working hours shall apply:

                  A.       Normal work day shall be eight (8) consecutive  hours
                           in any  twenty-four  (24) hour period,  except for an
                           unpaid  lunch  period  which shall not exceed one (1)
                           hour.  Such lunch  period  shall be granted no sooner
                           than four (4) hours nor more than five (5) hours from
                           beginning of shift.

                  B.       Any employee  whose  scheduled  work shift  commences
                           between  6:00 a.m.  and 12:00 noon shall be deemed to
                           be  working  the  first  shift;  any  employee  whose
                           scheduled work shift commences between 12:00 noon and
                           6:00 p.m.  shall  deemed  to be  working  the  second
                           shift:  and, any employee whose  scheduled work shift
                           commences  between 6:00 p.m.  and 6:00 a.m.  shall be
                           deemed  to be  working  the  third  shift;  provided,
                           however,  that  any  employee  whose  work  commences
                           between  4:00 a.m.  and 6:00 a.m.  of the third shift
                           shall receive the second shift premium.

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                  C.       There shall be no split shifts  except in the case of
                           the plant  breakdown  occasioned by causes over which
                           the Employer has no control.

                  D.       The  normal  work  week  shall  consist  of five  (5)
                           consecutive  days but the  employees on the last work
                           day of their  respective  work week shall be informed
                           of the days and the shift they are  scheduled to work
                           in the  following  week  and the two  days  they  are
                           scheduled to have off.

         3. All regular employees (non  probationary) who report for work at the
commencement  of any seven (7) day work week will normally be  guaranteed  forty
(40) hours of work or the equivalent in straight time pay per week worked.  This
guarantee will not be applicable if failure to provide a forty (40) hour week or
the  equivalent  in  straight  time pay  results  from  Acts of God,  government
directives,  power failures,  strikes,  earthquake,  inclement  weather,  fires,
breakdown of machinery,  a shortage of meat, or conditions beyond the control of
the  Employer  including  a lack of or changes  in  customer  orders.  The Union
reserves  the  right to  grieve  the lack of or  changes  in  customer  orders..
Additionally,  the work  week  guarantee  will not  apply to  employees  who are
recalled from layoff during the week in which they are recalled.

         The Employer will have the right once every anniversary year, to reduce
the guaranteed work week from forty (40) to twenty-four  (24) hours, for six (6)
weeks or less,  provided  that the Union is given  notice no later  than noon on
Friday of the previous week that the guarantee will be changed.

         4. A shift premium of ten cents (10(cent)) per hour will be paid to all
employees working the second shift and a premium of fifteen  (15(cent)) per hour
to all  employees  who work the third  shift.  It is further  provided  that all
production  work,  cleanup and  maintenance  excused,  performed  between  12:00
midnight  Saturday  and  12:00  midnight  Sunday  shall  be paid for at time and
one-half  (1 1/2)  the  employee's  regular  rate of  pay.  Employees  regularly
scheduled to work such premium  shifts shall  receive such shift premium for all
hours paid for but not worked, i.e., holidays, vacations and industrial accident
leaves.

         5. All worked  performed by an employee in excess of eight (8) hours in
any one (1) day or forty (40)  straight  time hours in any one (1) week shall be
compensated  at the rate of time and  one-half  (1 1/2) the  employee's  regular
hourly  rate.  Double (2) time will be paid for all time worked over twelve (12)
hours in one (1) day.  No employee  will be required to work more than  fourteen
(14) hours in any work day.

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         6. When a holiday  named herein falls on a regular  assigned  work day,
overtime shall be paid for all work performed in excess of thirty-two (32) hours
in that week.

         7. Time and one-half (1 1/2) the employee's regular hourly rate will be
paid for all work  performed  on the sixth day  worked by such  employee  in his
regularly  scheduled work week,  provided such employee has previously worked at
least forty (40)  straight  time hours in such  regularly  scheduled  work week.
Double  (2) time will be paid for time  worked  by an  employee  on the  seventh
consecutive day worked by him in his regularly scheduled work week.

         8. All employees  shall report for work and be ready for work at a time
designated by the Employer.  An employee's time shall start at a time designated
by the Employer.

         9. All  employees  shall receive a rest period of ten (10) minutes with
pay in each half of their  respective  work shift. No employee shall be required
to work more than two and  one-half (2 1/2) hours  without  such ten (10) minute
break.

         10.  Employees  must  accept  overtime  assignments  of  up  to  twelve
consecutive  hours of  employment.unless  they have a reasonable or  justifiable
excuse for refusing such work

         11. When the same hours  worked  fall under than one premium  provision
(overtime),  only the  highest  overtime  rate shall apply and there shall be no
pyramiding of overtime rates for the same hours worked.

         12. If employees have not been properly  notified not to report to work
and they report to work on time,  they shall receive a minimum of four hours (4)
hours' pay at their regular hourly rate of pay. In such event,  these  employees
may be assigned to work other than the work they regurly perform. If the failure
of the Company to notify an employee not to report for work is brought  about by
conditions  beyond the control of the Company,  this Section shall not apply. If
an employee quits before completion of four (4) hours, he shall be paid only for
hours worked.

         13. Payday shall be a day designated by the Company.  Employees who are
working shall receive their checks during their regular working hours. Employees
not working may receive their checks at the office anytime during office hours.


                   ARTICLE X - BULLETIN BOARD AND UNION VISITS

         1. The  employer  shall  provide a bulletin  board to be used for Union
notices.

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         2. If  necessary in order to carry out the terms of this  Agreement,  a
representative of the Union shall, after notifying the Employer of his desire to
enter the plant, have the right to do so, provided there is no interference with
production. It is understood that the Union will at all times attempt to conduct
Union affairs off the Employer's  premises and on the Union's and the employee's
own time.


                             ARTICLE XI - SENIORITY

         1. For the purpose of this  Agreement,  seniority shall mean the length
of an employee's last period of continuous service.

         2. An employee  who has less than ninety (90) work days of service is a
probationary employee. During said period an employee shall acquire no seniority
and may be released or  discharged  at the sole option of the  Employer  without
regard to the  provisions  of this  Agreement.  The  probationary  period may be
extended by the Employer for any breaks in service occurring during such period.
Following the expiration of the probationary period, seniority shall relate back
to the date of hire.

         3. An employee shall lose all earned seniority if:

                  (a)      He resigns employment;
                  (b)      He is discharged for cause;
                  (c)      He is laid off for more than six (6) months;
                  (d)      He is laid off and  fails to  report  to work  within
                           forty-eight  (48) hours  after  notice by  registered
                           mail sent to his last known address; or
                  (e)      He fails to report for work at the  expiration  of an
                           approved leave or absence.

         4.  In  the  filling  of  vacancies  in  hourly  paid   production  and
maintenance  jobs and on layoffs in such jobs and in the assignment of overtime,
the Employer shall consider skill, ability, experience, and seniority, and where
skill, ability and experience of any two or more employees are relatively equal,
seniority shall govern. All alleged abuse of discretion under this section shall
be subject to the grievance procedure, including arbitration.

         5. A new seniority  list will be sent to the Union every six (6) months
with the employee's name, date of hire and social security number.


                        ARTICLE XII - GRIEVANCE PROCEDURE

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         1. During the life of this Agreement,  if any differences arise between
any employee and the Employer  involving the meaning or application of the terms
of  this  Agreement  which  such  employee  desires  to have  considered  by the
Employer,  he shall within  three (3) days of the date on which such  difference
first arises  present and discuss the same with his  immediate  supervisor,  and
both the employee and his  supervisor  shall make a bona fide effort to amicably
settle  difference.  If the  employee so desires he shall be allowed to have the
Union shop steward aid in presenting any such differences.

         2. In the event such  difference  is not settled as  aforesaid  and the
employee desires further  consideration  thereof, it shall be deemed a grievance
and presented in the manner hereinafter set forth.

                  A.       Said  grievance  must be presented to the Employer in
                           writing,  within  an  additional  period of three (3)
                           days   following  the  decision  of  the   employee's
                           immediate supervisor concerning the grievance, by the
                           employee  involved or by the  employee  and his Union
                           representative.

                  B.       If no satisfactory settlement is reached within seven
                           (7) working days of the written  presentation  of the
                           grievance  under  Step A, the  Business  Agent  shall
                           notify in writing the Plant Superintendent, Assistant
                           Plant  Superintendent,  or  Company  Officer,  of the
                           Union's desire to move the alleged  grievance to Step
                           B.  Step B shall  consist  of a meeting  between  the
                           Union  Business  Agent  and  a  repensentive  of  the
                           Company.  Both  the  Union  Business  Agent  and  the
                           Company  may, if they choose,  have legal  counsel at
                           such meeting.  Such meeting  shall take place,  if at
                           all  possible,   within  five  (5)  working  days  of
                           notification  by the Union Business Agent of the need
                           for Step B. In the event that the  alleged  grievance
                           is not  resolved  in Step B, the matter may then move
                           to the next step.

                  C.       Within  forty-eight  (48) hours of the Step B meeting
                           upon written  demand of either  party,  the grievance
                           shall be  submitted  to  arbitration.  In the event a
                           demand  for   arbitration  is  made,  the  requesting
                           parties  shall   request  the  American   Arbitration
                           Association  to supply a list of seven  (7)  proposed
                           arbitrators.  Each party shall thereafter alternately
                           strike  one name  from the list,  and the final  name
                           remaining  shall be selected as the  arbitrator.  The
                           question to be arbitrated shall be reduced to writing
                           and signed by both parties,  and the arbitrator shall
                           have no right or authority to enlarge the question to
                           be arbitrated or to modify,  amend, add to, or in any
                           way change the terms of this Agreement.  The costs of
                           the arbitrator shall be borne equally by the parties.
                           The  arbitrator

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                           shall render his decision  within  fourteen (14) days
                           of the date question is finally  submitted to him for
                           decision.  All  decisions of the  arbitrator  will be
                           final and binding upon both parties.

                  D.       All grievances and requests for arbitration not filed
                           with the  Employer  in the time limits  specified  in
                           this  Agreement,  or as mutually  extended or waived,
                           shall be  barred  for all  purposes.  The  arbitrator
                           shall not have the  authority to ignore or excuse any
                           failure to comply  with time limits set forth in this
                           section,  no matter what  reason is advanced  for any
                           such failure, and any untimely grievance shall not be
                           eligible for further consideration.


                            ARTICLE XIII - NO STRIKE

         1.  During  the  term of this  Agreement,  there  shall  be no  strike,
picketing,  slow down, or sympathy  strike,  by the Union,  its members,  or any
individual  covered by this  Agreement.  The Employer agrees that neither it nor
its  representatives  will put into effect any  lockout  during the term of this
Agreement.

         2.  It  shall  not be a  violation  of this  Agreement  nor  cause  for
discharge  or  disciplinary  action  for  any  employee  to  refuse  to  cross a
legitimate,  bona fide,  primary picket line  sanctioned by the Joint Council of
Teamsters No. 42.

         3.  It  shall  not be a  violation  of this  Agreement  nor  cause  for
discharge  or  disciplinary  action for any  employee  to refuse to perform  any
service  which his Employer  undertakes  to perform as an ally of an employer or
person whose  employees  are on strike and which  service,  but for such strike,
would be  performed  by the  employees  of the  employer  or person  on  strike,
provided such strike is sanctioned by the Joint Council of Teamsters No.42.


                         ARTICLE XIV - LEAVE OF ABSENCE

         1. All regular full-time employees with seniority requesting a leave of
absence for reasonable  cause may request the same in writing from the Employer.
A written  leave of absence  without pay may be granted for not more than ninety
(90)  days at the sole  discretion  of the  Employer.  Copies  of all  leaves of
absences shall be mailed to the Union.  Employees on leave of absences shall not
receive  either  holiday  pay  or  vacation  credit.  The  Employer's  decisions
concerning leaves of absence shall be final for all purposes and for all persons
and shall not be subject to the grievance and arbitration procedures.

                                       11

<PAGE>


         2. Leaves of absence  shall be granted for  pregnancy,  childbirth  and
family care in  accordance  with the Family and Medical Leave Act and state law.
Whenever  possible,  the  employee  must notify the Employer at least 30 days in
advance of the need for a leave.  Employees  must also  notify the  Employer  at
least two (2) weeks in advance when  returning from a leave of fifteen (15) days
or more.


                ARTICLE XV -WAGES SCALES AND JOB CLASSIFICATIONS

         1. A schedule of  classifications  and minimum  wages for the employees
covered by this Agreement is attached as Schedule A. If the Employer establishes
any new job  classifications in the cooked roll department  expressly covered by
this Agreement during the life of this Agreement, the Union may, if it disagrees
with the rates established, negotiate over such rates with the Employer.


                        ARTICLE XVI - HEALTH AND WELFARE

         1. The Employer shall provide its own insurance carrier for health care
benefits  for its  employees  and their  dependents.  For the  purpose  for this
article, it is agreed that contributions will be made on all regular,  full-time
employees  only.  Effective  July  1,  2000  through  June  30,  2001,  employee
contribution rates shall be as follows:

                           Employee  Only -- Zero
                           Employee and one dependent -- $30.00
                           Employee and two or more dependents -- $37.00

         2. The Company will review the insurance plan and employee contribution
rates on and annual basis. Any changes will be announced annually.  With respect
to any increase from July 1, 2001 and thereafter from the base rates paid by the
Company currently (single $121.47;  single plus one $358.89; and family $358.89)
the  Company  may pass  through  no more than 50% of the  increase  on an annual
basis.  Upon  request by the Union,  the Company  will discuss the status of the
benefits and amounts  charged to the employees  provided that the final decision
regarding such benefits and amounts shall rest solely with the Employer.


                      ARTICLEXVII - INDUSTRIAL INJURY LEAVE

         1. All regular  full-time  employees covered by this Agreement who have
been continuously  employed by the Company for a period of one (1) year or more,
shall,  commencing  January  1,  be  credited  with  thirty-two  (32)  hours  of
industrial injury leave.

                                       12

<PAGE>


         2.  Industrial  injury leave with pay shall be applicable only in cases
of work related accidents and shall be paid in the following manner:

                  Industrial  injury  benefits will commence
                  on the fourth  (4th)  work  day's  absence
                  after  an  accident,  and will be paid for
                  each   succeeding   scheduled  work  day's
                  absence at the rate to eight (8) hours pay
                  for each day,  minus  applicable  worker's
                  compensation benefits,  until such benefit
                  allowance is used up.

         3.  For the  purpose  of this  Article,  hours  pay is at the  affected
employee's  regular  straight-time  hourly  rate  in  effect  at the  time  such
industrial injury leave is taken.

         4.  Industrial  injury leave benefits are not  cumulative  from year to
year.

         5. It is understood  that the  industrial  injury leave  provisions set
forth in this Article are provided to assure that  reasonable  absence from work
due to accident will not result in loss of wages to the employee involved to the
extent of leave credits available.


                        ARTICLE XVIII - LONGEVITY CLAUSE

         1. All employees on their sixth (6th) anniversary, shall receive a five
cent  (5(cent))  per hour  premium  and on their  tenth  (10th)  anniversary  an
additional five cents (5(cent)) per hour premium.  This means that employees who
presently  have from six (6) to nine (9) years  seniority  will receiving a five
cent (5(cent))  premium and those with ten (10) of more years will receive a ten
cent (10(cent)) per hour premium.


                             ARTICLE XIX - JURY DUTY

         1. Any employee  (excluding  probationary  employee) who is summoned to
serve on a jury and thereby is unable to perform his  regularly  scheduled  work
shall,  upon submission of proper evidence,  be paid a sum of money equal to the
difference  between the straight time hourly  earnings for the actual time lost,
but not to exceed  eight (8) hours per summons and only to advise the court that
it would be a hardship to serve as a juror.

                                       13

<PAGE>


         2. Jury pay paid  under this  article  will be limited to pay for up to
eight hours per summons.


                             ARTICLE XX - SICK LEAVE

         1. Each employee with one or more years of seniority  will earn one (1)
day of paid sick  leave  per  year.  To  qualify  for each day of sick  pay,  an
employee  must  provide a  doctor's  slip  indicating  that he or she was absent
because of illness or injury.  Employees will be allowed to accumulate up to ten
(10) days of paid sick leave.  Employees who  terminate  will receive any unused
sick leave in their final paycheck.


                         ARTICLE XXI - SAFETY EQUIPMENT

         The Company will supply  production  and sanitation  employees'  rubber
gloves and rubber boots for use at work only. Employee agrees to maintain safety
equipment in good working order.


                          ARTICLE XXII - NEW LOCATIONS

         1.  In the  event  the  Employer  moves  the  location  of its  present
operation to a location  within the  geographical  jurisdiction of Joint Council
Teamsters  No. 42,  this  Agreement  will  remain in full force and effect  with
respect to the classifications covered herein.

         The Employer  agrees to offer  employment to all  employees  covered by
this Agreement  employment at its new place of business should the Employer move
to 375 S. Cypress  Street,  La Habra,  California on or before the expiration of
the Agreement.


                         ARTICLE XXIII - SUBCONTRACTING

         1. The  Employer  agrees that no work  regularly  performed  by present
employees  covered by this Agreement will be  subcontracted  for the duration of
this Agreement,  if such subcontracting  will cause any employee  represented by
the Union to lose his job, without first discussing the matter with the Union.

                                       14

<PAGE>

                             ARTICLE XXIV - NOTICES

         1. Written notices  required under this Agreement will be considered as
given when the same have been  sealed in an  envelope,  addressed  as  specified
below, registered, postage prepaid, and deposited in the United States Mail.

         TO THE UNION:                               TO THE COMPANY:
         845 Oak Park Road                           1117 West Olympic Blvd.
         Covina, CA  91724                           P.O. Box 1027
                                                     Montebello, CA 90640-1027

         Either  party may  change  the place to which  notices  must be sent by
written notification.


                            ARTICLE XXV - TERMINATION

         1. This  Agreement  shall remain in full force and effect from April 1,
2000 to March 31, 2005,  inclusive,  and shall  automatically  renew itself from
year to year  thereafter,  unless  at least  sixty  (60)  days and not more than
ninety (90) days before the  termination  date, or succeeding  anniversary  date
thereof,  following automatic renewal, either party gives notice to the other of
desire to amend, add to, or terminate this Agreement.

                                       15

<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
this _______ day of __________, 2000.


WHOLESALE AND RETAIL FOOD                  CUSTOM FOOD PRODUCTS, INC.
DISTRIBUTION, TEAMSTERS

LOCAL UNION NO. 63

BY: _____________________________          BY: ____________________________



DATE: __________________________           DATE: _________________________

                                       16

<PAGE>


                                   SCHEDULE A

                               MINIMUM WAGE RATES

                                     After              After            After
                    Start            6 Mos.            1 Year            18 Mos.
                    -----            -----             -----             -----
    4/01/00         $6.15            $6.30             $6.45             $6.60


         Employees  who are above the scale will  receive a twenty  cent  ($.20)
increase  effective  April 1, 2000  (retroactive);  a twenty  five  cent  ($.25)
increase  effective April 1, 2001; a twenty five cent ($.25) increase  effective
April 1, 2002; and a thirty cent ($.30)  increase  effective April 1, 2003 and a
thirty cent ($.30) increase effective April 1, 2004.

                                       17

<PAGE>


                                    EXHIBIT A

                            EMPLOYEE CLASSIFICATIONS

          Union Employees
          Mar-00

               NAME                          ROLL PRODUCTION CLASSIFICATION
               ----                          ------------------------------
          Acevedo, Maribel                   Quality Control
          Acevedo, Rosa Maria                Quality Control
          Aguilar, Alfredo Ruiz              Maintenance
          Aguilar, Alvaro                    Production
          Baltazar, Luis                     Maintenance
          Banuelos, Juan                     Production
          Banuelos, Julian                   Production
          Barboza, Angel U.                  Production
          Cervantes, Jose                    Maintanence
          Franquez, Federico                 Sanitation
          Galvan, Luis A.                    Maintenance
          Gayosso, Jesus                     Production
          Gomez, Jose Luis                   Production
          Huerta, Norma                      Production
          Jauregui, Jesus                    Production
          Lobera, Anselmo                    Production
          Lopez, Lorenzo                     Production
          Macias, Salvador R.                Sanitation
          Madrigal, Cecilio                  Production
          Marmolejo, Jose R.                 Sanitation
          Martinez, Juan                     Production
          Martinez, Pedro                    Production
          Mendoza, Ramon Alcala              Production
          Molina, Gonzalo Jr.                Production
          Monteon, Gilberto                  Production
          Monteon, Magdaleno                 Production
          Munoz, Jaime                       Production
          Ramirez, Juan E.                   Production
          Ruiz, Jesus                        Production
          Santos, Teresa                     Production
          Solis, Eliseo                      Production
          Tellez, Gilberto                   Production
          Torres, Salvador R.                Maintenance
          Watson, Amada                      Production
          Zanudo, Maria Del Rosario          Quality Control
          ======================================================================
          Total  34

                                       18