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                                                                   EXHIBIT 10.49

                   SUMMARY DESCRIPTION OF SWIFT FOODS COMPANY
                               STOCK PURCHASE PLAN

GENERAL

         The Plan is named the "Swift Foods Company Stock Purchase Plan." The
federal tax identification number of the Swift Foods Company (the "COMPANY") is
73-1644734.

         The purpose of the Plan is to provide an incentive for eligible
employees and eligible non-employees to advance the interests of the Company by
affording such individuals an opportunity to purchase shares of the Company's
common stock, par value $.00001 (the "COMMON STOCK"). Eligible employees or
eligible non-employees may be granted the right to purchase shares of the
Company's Common Stock at any time following the closing of the Company's
acquisition of the United States beef, pork and lamb processing businesses and
the Australian beef business of ConAgra Foods (the "ACQUISITION").

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended. Plan participants are encouraged to
carefully review this summary description, the financial statements included in
the Offering Memorandum that is attached hereto as Exhibit A, the Subscription
Agreement (as defined below), and the Stockholders' Agreement (as defined below)
attached hereto as Exhibit B, before entering into a Subscription Agreement in
connection with the Plan. This summary description, the Subscription Agreement
and the Stockholders' Agreement collectively comprise the written compensatory
benefit plan for purposes of Rule 701 under the Securities Act of 1933, as
amended (the "SECURITIES ACT"). While we believe that this summary covers the
material terms of the Plan, this summary may not contain all of the information
that is important to Plan participants. Participants should carefully read the
Subscription Agreement provided to them concurrently with this summary as well
as the Stockholders' Agreement and financial statements attached hereto.

ADMINISTRATION OF THE PLAN

         The Plan will be administered by the Board of Directors of the Company
(the "BOARD"). All decisions, determinations, and actions taken by the Board in
good faith in connection with the administration of the Plan shall be final and
binding on all parties.

EMPLOYEES AND NON-EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN

         The Board shall determine who among the officers of the Company and its
subsidiaries and who among the non-employee directors, consultants or advisors
to the Company and its subsidiaries shall be eligible to participate in the Plan
(such Board determined individuals the "ELIGIBLE INDIVIDUALS"). Other than
having been classified by the Board in the course of its administration of the
Plan as an Eligible Individual and being an "Accredited Investor," as such term
is defined in Rule 501(a) of Regulation D promulgated under the Securities Act,
there are no participation or eligibility requirements. Each Board determined
Eligible Individual shall be provided with a subscription agreement (the
"SUBSCRIPTION AGREEMENT") which shall set forth the number of shares of Common
Stock such Eligible Individual may purchase pursuant to the Plan.



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         The Board may revoke the right of any Eligible Individual to
participate in the Plan. The decision to revoke such designation as an Eligible
Individual, and thus a person's ability to participate in the Plan, shall be
made by the Board in good faith. The Board may determine to revoke a person's
designation as an Eligible Individual due to such person's death or disability,
the person ceasing to be employed by the Company or its subsidiaries, the person
ceasing to be a non-employee, director, consultant or advisor to the Company or
its subsidiaries, the existence of circumstances that have arisen which would
allow the Company or its subsidiaries to terminate the person's employment for
cause, if an employee of the Company or its subsidiaries.

SECURITIES TO BE OFFERED

         The total number of shares of Common Stock which may be sold pursuant
to the Plan may not exceed 4,000,000 shares. The Common Stock sold pursuant to
the Plan may be unissued shares or treasury shares which have been reacquired by
the Company. There are no fees, commissions or other charges applicable to a
purchase of Common Stock under the Plan.

         The minimum number of shares of Common Stock which each participant
under the Plan may purchase is 50,000 shares. As soon as practicable following
the Company's receipt of an executed Subscription Agreement from an Eligible
Individual, the Company will cause to be delivered one or more certificates
representing the aggregate number of whole shares of Common Stock issued
pursuant to the Subscription Agreement and the Plan. Any such certificate shall
be issued in the name of the applicable Eligible Individual as such Eligible
Individual's name appears on the Subscription Agreement. A participant will not
be deemed a stockholder nor have any of the rights and privileges of a
stockholder with respect to shares of Common Stock subject to a Subscription
Agreement until a certificate for such shares has been issued.

PURCHASE OF SECURITIES

         The purchase price at which shares of Common Stock will be sold under
the Plan shall be determined by the Board, in its sole discretion, at the time
at which such Common Stock is sold to a participant in the Plan (the "PURCHASE
PRICE").

         In order to participate in the Plan, the Company must receive an
executed Subscription Agreement from a participant in the Plan. The purchase
price of the shares of Common Stock to be purchased under the Plan shall be paid
by participants in the Plan either by wire transfer to the Company in
immediately available funds or the participant may elect to have the Company
withhold or offset such purchase price from any amounts due to be paid to the
participant by the Company. In the event the Company has received an executed
Subscription Agreement but has not received the purchase price for the shares of
Common Stock to be purchased under the Plan, the Company reserves the right to
withhold or offset such purchase price from any amounts due to be paid to the
participant by the Company. With the exception of the Purchase Price, there are
no fees or costs associated with participation in the Plan.

TERM OF PLAN

         The Plan will terminate concurrently with the termination of the
Stockholders' Agreement. The Board may amend the Plan at any time prior to the
termination of the Plan.



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Termination of the Plan shall have no effect on shares of Common Stock issued
pursuant to the Plan.

AMENDMENT OF PLAN

         The Board may alter or amend the Plan or any part thereof from time to
time without the approval of the stockholders of the Company. The Board
expressly reserves the right to revoke the designation of any participant as an
Eligible Individual and thus revoke their ability to participate in the Plan.

TAX CONSEQUENCES OF PLAN

         The following discussion is for general information only and is
intended to summarize briefly the federal income tax consequences arising from
participation in the Plan. This description is based on current law, which is
subject to change (possibly, retroactively). The tax treatment of a participant
in the Plan may vary depending on his or her particular situation and may,
therefore, be subject to special rules not discussed herein. No attempt has been
made to discuss any potential foreign, state or local tax consequences or the
effect, if any, of gift, estate or inheritance taxes. A participant should
consult with his or her tax advisor concerning the specific tax consequences of
participating in the Plan.

         The purchase of Common Stock pursuant to the Plan will not result in a
tax recognition event at the time of purchase. Participants will have a basis in
the Common Stock purchased equal to the price paid for the Common Stock. Upon
disposition of the Common Stock, any gain or loss incurred will constitute
long-term or short-term capital gains or losses depending upon the length of
time the participant held the Common Stock. If the Common Stock was held for one
year or more, the disposition will be subject to long-term treatment.

         The Common Stock purchased pursuant to the Plan is not subject to
forfeiture restrictions and therefore an election pursuant to Section 83(b) of
the Internal Revenue Code of 1986, as amended (the "CODE") is inapplicable.
Additionally, the Plan is not designed pursuant to Section 423 of the Code and,
therefore, application of such section is inapplicable.

         The foregoing brief summary of the effect of federal income taxation
upon participants with respect to the purchase of shares under the Plan does not
purport to be complete, and reference should be made to the applicable
provisions of the Code.

STOCKHOLDERS AGREEMENT

         The shares of Common Stock issued pursuant to the Plan will be subject
to a Stockholders' Agreement, to be entered into concurrently with the closing
of the Acquisition, among HMTF Rawhide, CAGCO, Hicks, Muse, Tate & Furst
Incorporated ("HICKS MUSE"), the Company, and the participants (the
"STOCKHOLDERS' AGREEMENT"). (The form of Stockholders' Agreement is attached
hereto as Exhibit B.) Each participant who acquires shares of Common Stock in
accordance with the Plan will be required to agree in writing to take and hold
such shares subject to the provisions and upon the conditions specified in the
Stockholders' Agreement.



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         The Stockholders' Agreement includes provisions regarding, among
others, the election of directors, registration rights, restrictions on transfer
and other rights regarding sales of Common Stock by Hicks Muse and CAGCO, the
sale of the Company's cattle feeding operations and a right to force the sale of
the Company after five years. The Stockholders' Agreement will terminate upon
the 18th anniversary of the closing of the Acquisition.

         Voting. Pursuant to the terms of the Stockholders' Agreement,
participants in the Plan will be required to vote their shares of Common Stock
in favor of the election to the Board of the five Hicks Muse and two CAGCO
designees.

         Registration Rights. The Stockholders' Agreement also provides that
HMTF Rawhide and CAGCO may each require the Company, subject to certain
registration volume limitations, to effect up to four demand registrations of
their Company Common Stock under the Securities Act at any time after the
consummation of a qualified initial public offering. The Stockholders' Agreement
also provides that in the event the Company proposes to register any shares of
Common Stock under the Securities Act, whether or not for its own account,
holders of Common Stock subject to the Stockholders' Agreement, other than Plan
participants, will be entitled, subject to certain exceptions, to include their
shares of Common Stock in such registration.

         Drag Along Rights. The Stockholders' Agreement provides that, subject
to certain exceptions, in connection with any transfer of the Company's Common
Stock by the HMC Group (as defined in the Stockholders' Agreement) to certain
third parties, Hicks Muse has the right to cause the CAGCO Group (as defined in
the Stockholders' Agreement) and participants in the Plan to include a
proportionate percentage of their shares of Common Stock in the sale to the
third party. The Common Stock sold by the CAGCO Group and the participants in
the Plan pursuant to this "drag-along right' of the HMC Group shall be sold at
the same price and on the same terms as the securities sold by the HMC Group. If
any holders of Common Stock are given an option as to the form and amount of
consideration to be received, all such holders shall be given the same option.
In addition, each participant in such sale shall bear its own costs and expenses
and any indemnity obligations of the participants arising under the
documentation for such sale shall be several and shall relate solely to the
representations and warranties described below and shall be limited to the
amount of consideration received by such participant in the sale.

         If the HMC Group wishes to exercise its "drag-along rights" in a sale
of securities, they are required to give at least 20 days prior written notice
to the CAGCO Group and the participants in the Plan. After receipt of such
notice participants in the sale shall take such action as may be reasonably
required and otherwise cooperate in good faith. In connection with such a sale,
participants may be required to give representations and warranties to the
effect that (i) their shares of Common Stock are being transferred free and
clear of all liens, (ii) they have the power and authority to effect such a
transfer, and (iii) such matters pertaining to compliance with securities laws
as the transferee may reasonably require.

         Tag Along Rights. The Stockholders' Agreement provides that, subject to
certain exceptions, in connection with certain transfers by the HMC Group or the
CAGCO Group (as defined in the Stockholders' Agreement) to certain third
parties, participants in the Plan and the non-selling holders of securities of
the Company who are parties to the Stockholders' Agreement



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have the right to include a proportionate number of their shares of Common Stock
in such transfers on the same terms. The Common Stock sold by participants in
the Plan pursuant to this "tag-along right" shall be sold at the same price and
on the same terms as the securities sold by the HMC Group or the CAGCO Group, as
applicable. Provided, that if the consideration to be received by either the HMC
Group or the CAGCO Group includes any securities, then, unless the selling party
and the transferee both reasonably determine that an exemption is otherwise
available under the Securities Act and all applicable state securities laws for
such transaction, only participants who have certified to the reasonable
satisfaction of the selling party that they are Accredited Investors shall be
entitled to participate in such transfer.

         If a participant wishes to exercise its "tag-along rights" in a sale of
securities, they are required to give written notice within ten days of their
receipt of a Participation Offer (as defined in the Stockholders' Agreement)
from either the HMC Group or the CAGCO Group, as applicable. The Participation
Offer is conditioned upon (i) the consummation of the transactions described in
the Participation Offer with the transferee named therein, and (ii) the
execution and delivery of each holder exercising their "tag-along rights" of all
agreements and documents which the HMC Group or the CAGCO Group, as applicable,
are required to execute in connection with the transaction. In connection with
such a sale, participants may be required to give representations and warranties
to the effect that (x) their shares of Common Stock are being transferred free
and clear of all liens, (y) they have the power and authority to effect such a
transfer, and (z) such matters pertaining to compliance with securities laws as
the transferee may reasonably require.

         Right of First Refusal. The Stockholders' Agreement also provides that
Hicks Muse has a right of first refusal on any transfers of Common Stock. Prior
to any transfer, other than a Permitted Transfer (as defined in the
Stockholders' Agreement), by any party subject to the Stockholders' Agreement
that is not a member of the HMC Group, such non-HMC Group holder shall be
required to give a transfer notice to Hicks Muse. The transfer notice must
describe the terms and conditions of the proposed transfer, including the
purchase price and the identity of the prospective transferee. After receipt of
the transfer notice Hicks Muse shall have 30 days to elect to purchase all of
the offered securities upon the same terms and conditions as set forth in the
transfer notice by delivering a written notice of such election to the non-HMC
Group holder within such 30-day period, and subject to any earlier delivery by
the HMC Group of any Option Notice (as defined in the Stockholders' Agreement)
in respect of the HMC Call Option (as defined in the Stockholders' Agreement).

         If Hicks Muse exercises its right to purchase the offered securities by
timely delivery of an election notice, the closing will take place on the later
of the fifteenth business day after the date of the election notice, or, if
applicable, on the fifth business day after all required governmental approvals
have been obtained. By delivery of the certificates or instruments representing
the offered shares, the non-HMC Group holder will be deemed to represent and
warrant to Hicks Muse that the transferred securities are owned by such non-HMC
Group holder free and clear of all liens. If Hicks Muse does not elect to
purchase all the offered securities or fails to make a timely election, the
non-HMC Group holder may transfer all, but not less than all, of the offered
securities to the prospective transferee at a price and on terms no more
favorable than those specified in the transfer notice, during the 60-day period
immediately following the expiration of the 30-day election period. The right of
first refusal under the Stockholders'



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Agreement is subordinate to the right of first refusal contained in any stock
option plan of the Company with respect to Plan participants.

         Termination of Employment. If the employment of a participant
terminates for any reason whatsoever, the Company is entitled, but not
obligated, to repurchase all or any portion of the Common Stock held by a
participant at the then current fair market value as determined in good faith by
the Board. To exercise this right, the Company must deliver a notice of such
election within one year following the date of termination of a participant's
employment with the Company or any of its subsidiaries. If the Company exercises
its right to purchase the Common Stock held by a participant by timely delivery
of an election notice, the closing will take place at the Company's principal
executive offices within ten days after delivery of such notice. The right of
the Company to repurchase the Common Stock held by a participant upon
termination of such participant's employment with the Company or any of its
subsidiaries is subordinate to any repurchase rights contained in any stock
option plan of the Company with respect to Plan participants.

         Restrictions on Transfer. The shares of Common Stock acquired by a
participant pursuant to the Plan may not be transferred while the participant is
an employee of the Company or its subsidiaries, except pursuant to the drag
along and tag along provisions of the Stockholders' Agreement described above.
In addition, participants will be allowed to transfer the shares of Common Stock
acquired under the Plan (a) by gift to a member of the immediate family of a
holder of such shares of Common Stock (a "HOLDER") or a trust whose sole
beneficiaries are the Holder and/or members of the Holder's immediate family,
(b) with respect to a Holder who is a trust, to any beneficiary of the trust or
any member of the immediate family of a beneficiary of the trust, or (c) upon
the death of a Holder to such Holder's executors, administrators, testamentary
trustees, legatees or beneficiaries; provided that, in each case of clause (a),
(b) or (c) above, the proposed transferee shall certify to the reasonable
satisfaction of the Company that such transferee is an Accredited Investor and
shall agree in writing to take and hold such securities subject to the
provisions and upon the conditions specified in the Stockholders' Agreement.

RESALES

         The shares of Common Stock issued pursuant to the Plan are issued in
compliance with and under Rule 701 of the Securities Act. Accordingly, subject
to the provisions of the Plan and the Stockholders' Agreement, the shares of
Common Stock acquired by participants pursuant to the Plan are intended to be
eligible for resale as provided by Rules 701 and 144 of the Securities Act.

         Rule 701 of the Securities Act exempts from the registration
requirements of Section 5 of the Securities Act certain transactions in which
securities are issued in compensatory circumstances under a written compensatory
benefit plan. Accordingly, securities issued under Rule 701 are deemed to be
"restricted securities" and as such, resales of such securities must be in
compliance with the registration requirements of the Securities Act or an
exemption from those requirements. Rule 701(d) provides that 90 days after the
Company becomes subject to the periodic reporting requirements of the Securities
Exchange Act of 1934 (the "EXCHANGE Act"), persons who are not "affiliates" (as
defined in Rule 144) may rely on Rule 144 without



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compliance with the current public information, holding period, limitations on
number of shares sold and notice of proposed sale requirements contained in Rule
144.

         Rule 144 defines an "affiliate" of an issuer as those persons that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with such issuer. "Person" is defined
under Rule 144 to generally include (i) the individual for whose account the
securities are to be sold; (ii) any relatives, the individual's spouse, or any
relatives of such spouse, any of whom lives in the same home as the individual;
(iii) any trust in which the persons named in (ii) above collectively own 10% or
more of the beneficial interest; or (iv) any corporation or other entity in
which the persons named in (ii) above collectively own more than 10% of the
equity interest.

         Accordingly, persons who are not affiliates of the Company may, 90 days
after the Company becomes subject to the periodic reporting requirements of the
Exchange Act, resell the shares of Common Stock acquired pursuant to the Plan if
the shares are sold in "brokers' transactions" (as defined by Rule 144) or in
transactions directly with a "market maker."

         If a participant is an affiliate of the Company the restrictions on
resale are more extensive. Rule 701(d) provides that 90 days after the Company
becomes subject to the periodic reporting requirements of the Exchange Act,
persons who are affiliates may rely on Rule 144 without compliance with the
holding period requirement of Rule 144. Accordingly, affiliates will still have
to comply with (i) the current public information requirements of Rule 144(c),
(ii) the limitations on the number of shares which may be sold under Rule 144(e)
(in general, the number of shares, restricted and unrestricted, which may be
sold in any three month period are limited to the greater of (a) 1% of the
number of shares outstanding or (b) the average weekly trading volume in such
securities), (iii) the shares are sold in "brokers' transactions" (as defined by
Rule 144(g)) or in transactions directly with a "market maker" and the
transactions comply with the requirements set forth in Rule 144(f) and (g), and
(iv) if the number of shares sold in reliance upon Rule 144 in any three month
period exceeds 500 shares or has an aggregate sale price greater than $10,000,
then the seller of such shares must file a Form 144 in compliance with Rule
144(h).

         The foregoing discussion of the resale limitations imposed by the
federal securities laws on the shares of Common Stock acquired pursuant to the
Plan is a summary only and participants are encouraged to review the applicable
federal securities laws and to consult with their attorney before determining
whether to participate in the Plan.



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                                    EXHIBIT A

                              (OFFERING MEMORANDUM)



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                                    EXHIBIT B

                        (FORM OF STOCKHOLDERS' AGREEMENT)