<PAGE>
                                                                   Exhibit 10.45



                        ASSET PURCHASE AND SALE AGREEMENT

            For the Acquisition of Substantially All of the Assets of

                                       the

                                  DORANN FOODS,

                                MERCO PACKAGING,

                              MERCO PRICE MARKING,

                                       and

                              MERKERT LABORATORIES

                                    DIVISIONS

                                       of

                        MARKETING SPECIALISTS CORPORATION

                                       and

                       MARKETING SPECIALISTS SALES COMPANY

                                       by

                             WOODLAND PARTNERS, LLC








                                January 19, 2001


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                                TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----

ARTICLE I  PURCHASE AND SALE OF ASSETS.........................................1

   SECTION 1.01  PURCHASE AND SALE OF ASSETS...................................1
   SECTION 1.02  PURCHASE PRICE................................................2
   SECTION 1.03  ASSUMPTION OF LIABILITIES.....................................2
   SECTION 1.04  CLOSING.......................................................3
   SECTION 1.05  ADJUSTMENT TO PURCHASE PRICE..................................5
   SECTION 1.06  FURTHER ASSURANCES............................................6

ARTICLE II  REPRESENTATIONS AND WARRANTIES OF THE
               SELLER AND PRINCIPAL OWNERS.....................................6

   SECTION 2.01  ORGANIZATION AND QUALIFICATION................................6
   SECTION 2.05  TITLE.........................................................6
   SECTION 2.07  LITIGATION....................................................6
   SECTION 2.08  TAXES.........................................................7
   SECTION 2.10  ASSUMED CONTRACTS.............................................7
   SECTION 2.13  NO BROKER OR FINDER...........................................7
   SECTION 2.15  INVENTORIES...................................................7
   SECTION 2.09  CONSENTS AND APPROVALS........................................7

ARTICLE III  REPRESENTATIONS AND WARRANTIES OF THE BUYER.......................7

   SECTION 3.01  ORGANIZATION; AUTHORITY.......................................7
   SECTION 3.02  NO CONFLICT...................................................8
   SECTION 3.03  CONSENTS AND APPROVALS........................................8
   SECTION 3.04  LITIGATION....................................................8
   SECTION 3.05  NO BROKER OR FINDER...........................................8

ARTICLE IV  COVENANTS OF THE SELLER............................................8

   SECTION 4.01  ACCESS........................................................8
   SECTION 4.02  COLLECTION OF ASSIGNED COMMISSIONS............................8
   SECTION 4.03  ASSIGNMENT OF ASSUMED CONTRACTS...............................9
   SECTION 4.04  CONDUCT OF BUSINESS...........................................9
   SECTION 4.05  EMPLOYEES.....................................................9

ARTICLE V  COVENANTS OF THE BUYER.............................................10

   5.01  EMPLOYEES............................................................10

ARTICLE VI CONDITIONS PRECEDENT...............................................10

   6.01     CONDITIONS TO EACH PARTY'S OBLIGATIONS............................10
   6.02     CONDITIONS TO OBLIGATIONS OF THE BUYER............................10
   6.03     CONDITIONS TO OBLIGATIONS OF THE SELLER...........................11

ARTICLE VII  INDEMNIFICATION..................................................12

   SECTION 7.01  SURVIVAL.....................................................12
   SECTION 7.02  INDEMNIFICATION BY THE SELLER................................12
   SECTION 7.03  INDEMNIFICATION BY THE BUYER.................................12
   SECTION 7.04  NOTICE OF CLAIMS.............................................12
   SECTION 7.05  LIMITATIONS ON INDEMNIFICATION...............................13
   SECTION 7.06  OFFSET.......................................................13

ARTICLE VII  MISCELLANEOUS....................................................13

                                       -i-


<PAGE>

                                                   TABLE OF CONTENTS
                                                      (CONTINUED)

                                                                            PAGE
                                                                            ----

   SECTION 8.01  NOTICES......................................................13
   SECTION 8.02  ENTIRE AGREEMENT.............................................14
   SECTION 8.03  MODIFICATIONS AND AMENDMENTS.................................14
   SECTION 8.04  WAIVERS AND CONSENTS.........................................14
   SECTION 8.05  ASSIGNMENT...................................................15
   SECTION 8.06  PARTIES IN INTEREST..........................................15
   SECTION 8.07  GOVERNING LAW................................................15
   SECTION 8.08  ARBITRATION..................................................15
   SECTION 8.10  SEVERABILITY.................................................15
   SECTION 8.11  INTERPRETATION...............................................15
   SECTION 8.12  HEADINGS AND CAPTIONS........................................16
   SECTION 8.13  ENFORCEMENT..................................................16
   SECTION 8.15  EXPENSES.....................................................16
   SECTION 8.16  CONFIDENTIALITY..............................................16
   SECTION 8.17  COUNTERPARTS.................................................17




                                       ii

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     This Asset Purchase and Sale Agreement (the "Agreement") entered into as of
this 19th day of January, 2001 by and among Woodland Partners, LLC, a
Massachusetts limited liability company (the "Buyer"), Marketing Specialists
Sales Company, a Delaware corporation ("MSSC") and Marketing Specialists
Corporation, a Delaware corporation ("MSC", and collectively with MSSC, the
"Seller").


                               W I T N E S E T H :

     WHEREAS the Seller is in the food and consumer products brokerage business
and the following four operating divisions of Seller are involved in certain
aspects of such business: Dorann Foods, Merco Packaging, Merco Price Marking and
Merkert Laboratories (each a "Division" and collectively the "Divisions");

     WHEREAS the Seller desires to sell, and the Buyer desires to purchase,
substantially all of assets of the Divisions upon the terms and conditions set
forth herein;

     WHEREAS in full and complete consideration for the transfer of such assets,
Buyer shall assume and pay or otherwise satisfy certain accounts payable of the
Divisions and shall assume certain contracts and liabilities associated with the
business of the Divisions; and

     WHEREAS the Buyer and the Seller desire to enter into certain other
agreements for their mutual benefit;

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby mutually acknowledged, intending
to be legally bound the parties hereby agree as follows:

                      ARTICLE I PURCHASE AND SALE OF ASSETS

     SECTION 1.01 PURCHASE AND SALE OF ASSETS. Upon the terms and subject to the
conditions set forth in this Agreement, at the Closing, the Seller shall
transfer to the Buyer free and clear of all claims, charges, liens, contracts,
rights, options, security interests, mortgages, encumbrances and restrictions
whatsoever, except for the statutory trust or other rights of third parties
created by the Perishable Agricultural Commodities Act ("PACA") (collectively,
"Claims"), all right, title and interest of the Seller, in and to all of the
tangible and intangible assets (collectively, the "Transferred Assets") owned by
the Seller and reflected on the December 31 Balance Sheet and the Closing
Balance Sheet (each as defined below) and used in connection with the of the
operation of the businesses of the Divisions (collectively, the "Business"),
including the following:

     (a)  the inventory located at the sites set forth on SCHEDULE 1.01(a) as of
          the date hereof (the "Inventory");

     (b)  all pending sales orders of the Seller derived from operation of the
          Business;


<PAGE>

     (c)  any and all rights to represent principals set forth on SCHEDULE
          1.01(c) hereto (the "Principals") for the customers and products set
          forth on SCHEDULE 1.01(c);

     (d)  any and all rights under the Assumed Contracts (as defined in Section
          1.03);

     (e)  all accounts receivable set forth on SCHEDULE 1.01(e) hereto (the
          "Accounts Receivable");

     (f)  all right, title and interest of the Seller in and to the tradenames
          and/or assumed names listed on SCHEDULE 1.01(f) hereto (the
          "Tradenames"), including, without limitation, goodwill associated with
          the Tradenames;

     (g)  any and all artwork, printing plates, vignettes and films utilized in
          the operation of the Seller's Merco Packaging division;

     (h)  the originals or copies of any and all books and records, electronic
          or otherwise, relating to operation of the Business, including
          information that may be stored on the Seller's computer systems
          relating to the Divisions; and

     (i)  all equipment set forth on SCHEDULE 1.01(i) hereto.

     Notwithstanding the foregoing, the Transferred Assets shall not include any
assets associated with the "It Makes Cents(TM)" program and the Seller's BDS
Marketing Division (other than a non-exclusive license to use the "BDS
Marketing" name). The Seller shall transfer the Transferred Assets to the Buyer
pursuant to a Bill of Sale in substantially the form attached hereto as EXHIBIT
A (the "Bill of Sale") and such other documents and instruments as the Buyer or
its counsel may reasonably request.

     SECTION 1.02 PURCHASE PRICE. As full and complete consideration for the
transfer of the Transferred Assets, the Buyer shall assume and pay or otherwise
satisfy the accounts payable set forth on SCHEDULE 1.02 hereto (collectively,
the "Accounts Payable"), shall assume the Assumed Contracts, including, without
limitation, the rights and liabilities thereunder, and shall assume those
liabilities of the Seller as set forth in Section 1.03 below.

     SECTION 1.03 ASSUMPTION OF LIABILITIES. The Buyer shall assume and, subject
to all rights against third parties of offset, defenses, causes of action,
counterclaims and claims of any nature that may be available to the Buyer in
respect thereto, shall agree to satisfy and discharge, as the same shall become
due, (a) the Accounts Payable, and (b) the liabilities and obligations of the
Seller solely with respect to the leases and contracts and other liabilities
described in SCHEDULE 1.01(d) hereto to which the Seller is a party (the
"Assumed Contracts"), but only with respect to obligations arising under such
Assumed Contracts that constitute Accounts Payable or that relate to the period
of time after or arise after the effective date of assignment, the obligations
described above, collectively the "Assumed Obligations"; provided, however, that
the Buyer expressly assumes any and all liabilities of the Divisions arising
from the statutory trust or other rights of third parties created under PACA and
relating to the Transferred Assets ("PACA Liabilities"). Except as specifically
set forth in the foregoing sentence, the Buyer does not and shall not assume any
debts, liabilities, claims or other obligations (collectively, "Liabilities") of
the Seller regardless of when the same may arise or may have arisen, including
without limitation, (i) any amounts owed to any


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employees of the Seller for obligations including salary, benefits, earned but
unpaid vacation time, profit sharing contributions and bonuses, (ii) Liabilities
arising under any employee benefit plan of the Seller, (iii) liabilities which
arise or are asserted by operation of any law, other than PACA liabilities,
including but not limited to any liability which may be sought to be imposed on
the Buyer as successor to any part of the Business or any other part of Seller's
business, or otherwise, by reason of any event (including but not limited to the
provision of services by the Seller prior to the date hereof), act or omission,
injury or transaction which shall have occurred or failed to have occurred,
whether by reason of the operation of the Business or otherwise, prior to the
date hereof, (iv) any liability in respect of the Seller's operations of the
Business on and prior to the date hereof, (v) in respect of any express or
implied representation, warranty or guarantee made in connection with any of the
Seller's services or operations or which are or may be imposed by operation of
law in respect of any operations prior to the date hereof, or (vi) any
liabilities associated with the "It Make Cents(TM)" program and Seller's BDS
Marketing Division except for any liabilities related to the Buyer's use of the
"BDS Marketing" Name under the non-exclusive license. With respect to the
Assumed Contracts, the Buyer shall have no liability or obligation to perform
thereunder unless all of the Seller's rights thereunder have been fully and
effectively assigned to the Buyer and, the Buyer shall be entitled to receive
all of the benefits thereunder. The Seller shall use its best efforts to obtain,
where required, the consents of the appropriate parties to the assignment and
transfer of the Assumed Contracts to the Buyer hereunder.

     SECTION 1.04 CLOSING. Subject to the satisfaction or waiver of each of the
conditions set forth in Articles VI and VII of this Agreement, the closing of
the transactions contemplated by this Agreement (the "Closing") shall take place
at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One
Financial Center, Boston, Massachusetts at 10 o'clock a.m., on the date hereof,
or such other location, date and time as may be agreed upon by the parties (such
date and time being called the "Closing Date").

     At the Closing:

          A. The Seller shall execute or cause to be executed and deliver or
     cause to be delivered to the Buyer the following:

               (i)  The Bill of Sale in the form of EXHIBIT A hereto (the "Bill
                    of Sale");

               (ii) copy of the resolutions of the Seller, certified by its
                    Secretary, authorizing and approving the execution, delivery
                    and performance of this Agreement and the transactions
                    contemplated hereby and the acts of the officers and
                    employees of the Seller in carrying out the terms and
                    provisions hereof;

              (iii) (a) the Articles of Incorporation, as amended (or similar
                    organizational document), of each of MSC and MSSC, certified
                    by the Secretary of State of the State of Delaware, as of a
                    date not earlier than thirty (30) business days prior to the
                    date hereof and accompanied by a certificate of the
                    Secretary


                                       3
<PAGE>

                    or Assistant Secretary of each of MSC and MSSC,
                    respectively, dated as of the date hereof, stating that no
                    amendments have been made to such Articles of Incorporation
                    since such date; (b) the By-laws (or similar organizational
                    documents) of each of MSC and MSSC certified by the
                    Secretary or Assistant Secretary of each of MSC and MSSC,
                    respectively, stating that no amendments have been made to
                    such By-laws; and (c) such other closing documents as the
                    Buyer may reasonably require;

               (iv) A good standing certificate for each of MSC and MSSC from
                    the Secretary of State of the State of Delaware dated not
                    earlier than thirty (30) business days prior to the date
                    hereof; and

               (v)  A Non-Competition Agreement in the form of EXHIBIT C hereto.

          B. The Buyer shall execute or cause to be executed and deliver or
     cause to be delivered to the Seller the following:

               (i)  A copy of the resolutions of the Buyer certified by its
                    Secretary, authorizing and approving the execution, delivery
                    and performance of this Agreement and the transactions
                    contemplated hereby and the acts of the officers and
                    employees of the Buyer in carrying out the terms and
                    provisions hereof.

               (ii) (a) the Certificate of Limited Liability Company of the
                    Buyer, certified by the Secretary of State of the
                    Commonwealth of Massachusetts, as of a date not earlier than
                    fifteen (15) business days prior to the date hereof and
                    accompanied by a certificate of the Secretary or Assistant
                    Secretary of the Buyer dated as of the date hereof, stating
                    that no amendments have been made to such Certificate since
                    such date; (b) the Operating Agreement (or similar
                    organizational documents) of the Buyer certified by the
                    Secretary or Assistant Secretary of the Buyer stating that
                    no amendments have been made to such Operating Agreement;
                    and (c) such other closing documents as the Seller may
                    reasonably require; and

              (iii) A certificate of full force and effect for the Buyer from
                    the Secretary of State of the Commonwealth of Massachusetts
                    dated not earlier than fifteen (15) business days prior to
                    the date hereof.



                                       4
<PAGE>

          C. The appropriate parties shall execute and deliver:


               (i)  Release and Separation Agreements ("Separation Agreements")
                    substantially in the form of EXHIBIT E attached hereto by
                    and between the Seller and each of the individuals set forth
                    on SCHEDULE 1.04(C)(i), other than Rogers (as defined
                    below);

               (ii) An Artwork and Layout Services Agreement in the form of
                    EXHIBIT F hereto (the "Artwork Agreement");

              (iii) An Assignment and Assumption Agreement in the form of
                    EXHIBIT G hereto (the "Assignment");

               (iv) Occupancy Agreements in the form of EXHIBIT H-1 and EXHIBIT
                    H-2 hereto and a side letter in the form of EXHIBIT H-3
                    hereto (collectively, the "Occupancy Agreements");

               (v)  An Amendment of Employment Separation Agreement and Release
                    in the form of EXHIBIT J hereto (the "Amendment");

               (vi) Release and Assumption Agreements substantially in the form
                    of EXHIBIT K hereto ("Release Agreements", and together with
                    the Separation Agreements, the Artwork Agreement, the Bill
                    of Sale, the Assignment, the Occupancy Agreements and the
                    Amendment, the "Ancillary Agreements") by and among the
                    Buyer, the Seller and each of the entities set forth on
                    SCHEDULE 1.04(C)(vi) hereto;

              (vii) A Transfer Agreement by and among the Buyer, the Seller and
                    the CIT Group/Equipment Financing, Inc. (the "Transfer
                    Agreement") relating to the transfer from the Seller to the
                    Buyer of the purchase contract for the NISSAN PE30 Forklift
                    more fully described on SCHEDULE 1.01(i); and

             (viii) Such further documents, resolutions, certificates and
                    instruments as any party or his, her or its counsel
                    reasonably requests to facilitate the consummation of the
                    transactions contemplated hereby.

     D.   The Seller shall deliver or cause to be delivered via Federal Express,
          to Sidney D. Rogers, Jr. ("Rogers") a check in the amount of $34,834,
          less appropriate withholding, as consideration for Rogers' entering
          into the Amendment of Employment Separation Agreement and Release.

     SECTION 1.05 BALANCE SHEETS/POST-CLOSING ADJUSTMENT. The Buyer and the
Seller hereby each agree and acknowledge that the consummation of the
transactions contemplated hereby have


                                       5
<PAGE>

been predicated, subject to the potential adjustment below, on a consolidated
balance sheet for the Divisions dated as of December 31, 2000, a copy of which
is attached hereto as EXHIBIT I (the "December 31 Balance Sheet"). Within
fifteen (15) business days following the Closing Date, the Buyer and the Seller
shall jointly prepare a consolidated balance sheet for the Divisions as of the
Closing Date (the "Closing Balance Sheet"), substantially on the same basis as
the December 31 Balance Sheet. On the Closing Balance Sheet, Total Liabilities
of the Divisions, as described on the December 31 Balance Sheet and the Closing
Balance Sheet ("Total Liabilities"), shall not exceed Total Assets of the
Divisions, as described on the December 31 Balance Sheet and the Closing Balance
Sheet ("Total Assets"), by MORE than $100,000. If on the Closing Balance Sheet
Total Assets exceed Total Liabilities, the Buyer shall immediately, after
receiving and having an opportunity to review and verify the Closing Balance
Sheet, pay the Seller, by wire transfer, or other means satisfactory to the
Seller, the amount of such excess.

     SECTION 1.06 FURTHER ASSURANCES. At any time and from the time to time
after the Closing Date, at the request of the other party and without further
consideration, the Seller or the Buyer, as applicable, will execute and deliver
such other instruments of sale, transfer, conveyance, assignment and
confirmation as may be reasonably requested in order to more effectively
transfer, convey and assign to the Buyer the Transferred Assets.

             ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER

     As an inducement to the Buyer to enter into this Agreement and to
consummate the transactions contemplated hereby, the Seller hereby represents
and warrants to the Buyer as follows:

     SECTION 2.01 ORGANIZATION; AUTHORITY. MSC and MSSC are each duly
incorporated, validly existing and in good standing under the laws of State of
Delaware and each has corporate power and authority to enter into this Agreement
and the Ancillary Agreements contemplated hereby and thereby. The execution and
delivery by each of MSC and MSSC of this Agreement and the Ancillary Agreements
to which each is a party, and the consummation of the transactions contemplated
hereby and thereby have been duly authorized and no other proceedings on the
part of either MSC or MSSC are necessary with respect thereto. This Agreement
and the Ancillary Agreements to which either MSC and/or MSSC is a party have
been duly executed and delivered by each of MSC and MSSC, as applicable, and
constitute valid obligations of the Seller enforceable against each of MSC and
MSSC, as applicable, in accordance with their terms except as their terms may be
limited by (i) bankruptcy, insolvency or similar laws affecting the creditors'
rights generally or (ii) general principles of equity, whether considered in a
proceeding in equity or at law.

     SECTION 2.02 TITLE. Except as set forth on SCHEDULE 2.02, the Seller will
have, as of the Closing Date, good, valid and marketable title to the
Transferred Assets free and clear of all liens, and there exist no restrictions
on the transfer of the Transferred Assets.

     SECTION 2.03 LITIGATION. Except as set forth on SCHEDULE 2.02, no action,
suit, claim, investigation or proceeding is pending or, to the knowledge of
Seller, threatened, which (i) may have a materially adverse effect on the
Transferred Assets, the Assumed Contracts, or the Business, or (ii) seeks to
prevent, restrict or delay consummation of the transactions contemplated by this
Agreement or the Ancillary Agreements. There are no outstanding orders, writs,
judgments,


                                       6
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injunctions or decrees of any court, governmental agency or arbitration tribunal
against, involving or affecting the Business or the Transferred Assets. The
Seller is not in default with respect to any order, writ, injunction or decree
known to or served upon it from any court or of any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign relating to the Business. There is no
action or suit by the Seller pending or threatened against others relating to
the Business or the Transferred Assets.

     SECTION 2.04 TAXES. The Seller has not taken or failed to take any action
which could create any tax lien on any of the Transferred Assets. Except as so
reflected and provided for on SCHEDULE 2.02, no tax liabilities, disallowances,
or assessments have been assessed or proposed which remain unpaid and, to the
best knowledge of the Seller, no fact or state of facts exists or has existed
which would constitute the grounds for the assessment of any tax liability
relating to the Transferred Assets.

     SECTION 2.05 ASSUMED CONTRACTS. SCHEDULE 1.01(d) lists all of the Assumed
Contracts, whether oral or written. The Seller has delivered to the Buyer true,
correct and complete copies of all of the Assumed Contracts, or, with respect to
any oral Assumed Contracts, has provided to the Buyer a complete and accurate
written description thereof.

     SECTION 2.06 NO BROKER OR FINDER. No broker, finder or other financial
consultant has acted on behalf of the Seller in connection with this Agreement
or the transactions contemplated hereby in such a way as to create any liability
affecting the Buyer.

     SECTION 2.07 BALANCE SHEET. The December 31 Balance Sheet does not contain
any untrue statement of a material fact nor does it omit to state a material
fact necessary in order to make the statements contained therein, in the light
of the circumstances under which they were made, not misleading, except to the
extent that such statement or omission, as the case may be, would not, either
singly or in the aggregate, have a material adverse effect on the Business or
the Transferred Assets.

     SECTION 2.08 CONSENTS AND APPROVALS. Except as to consents already obtained
or as set forth on SCHEDULE 2.08, the execution, delivery and performance of
this Agreement and the Ancillary Agreements by the Seller do not require any
other consent, approval, authorization or other action by or filing with or
notification to, any governmental body or agency or other person.

             ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER

     The Buyer represents and warrants to the Seller as follows:

     SECTION 3.01 ORGANIZATION; AUTHORITY. The Buyer is duly organized, validly
existing and in full force and effect under the laws of the Commonwealth of
Massachusetts and has all necessary power and authority to enter into this
Agreement and the Ancillary Agreements contemplated hereby and thereby. The
execution and delivery by the Buyer of this Agreement and the Ancillary
Agreements to which it is a party, and the consummation of the transactions
contemplated hereby and thereby have been duly authorized and no other
proceedings on the part of the Buyer are necessary with respect thereto. This
Agreement and the Ancillary Agreements to which the Buyer


                                       7
<PAGE>

is a party have been duly executed and delivered by the Buyer and constitute
valid obligations of the Buyer enforceable against the Buyer in accordance with
their terms except as their terms may be limited by (i) bankruptcy, insolvency
or similar laws affecting the creditors' rights generally or (ii) general
principles of equity, whether considered in a proceeding in equity or at law.

     SECTION 3.02 NO CONFLICT. The execution and delivery by the Buyer of this
Agreement and the Ancillary Agreements to which it is a party do not, and the
consummation of the transactions contemplated hereby and thereby will not
violate or result in a breach of any provision of its Certificate of
Incorporation or of any agreement entered into by the Buyer since the date of
its incorporation.

     SECTION 3.03 CONSENTS AND APPROVALS. There is no requirement applicable to
the Buyer to make any filings with or to obtain the consent or approval of any
person or entity as a condition to the consummation of the transactions
contemplated by this Agreement and the Ancillary Agreements.

     SECTION 3.04 LITIGATION. No action, suit, claim, investigation or
proceeding is pending or, to the knowledge of the Buyer, threatened against the
Buyer, which seeks to prevent, restrict or delay consummation of the
transactions contemplated by this Agreement or the Ancillary Agreements.

     SECTION 3.05 NO BROKER OR FINDER. No broker, finder or financial consultant
has acted on behalf of the Buyer in connection with this Agreement or the
transactions contemplated hereby in such a way as to create any liability
affecting the Seller.

     SECTION 3.06 PACA. The Buyer is aware of PACA and that the Transferred
Assets may be subject to PACA Liabilities.

     SECTION 3.07 ASSUMED CONTRACTS. The Buyer has received complete and
accurate copies or written descriptions of all Assumed Contracts.

                       ARTICLE IV COVENANTS OF THE SELLER

     The Seller covenants and agrees with the Buyer as follows:

     SECTION 4.01 ACCESS. Following the Closing, the Seller shall provide the
Buyer with access, during normal working hours, to any and all records relating
to the Transferred Assets or the Business which remain in the possession of the
Seller or its accountants, attorneys and other third parties in order to allow
Buyer (i) to verify the December 31 Balance Sheet or prepare or verify the
Closing Balance Sheet, (ii) to respond to any claim, action or proceeding
arising out of the transactions contemplated by this Agreement, or (iii) to
conduct the Business.

     SECTION 4.02 COLLECTION OF ACCOUNTS RECEIVABLE. The Seller shall use all
reasonable efforts to ensure that the proceeds of all Accounts Receivable
acquired by the Buyer pursuant to this Agreement, shall be paid to the Buyer. To
the extent that proceeds of any such Accounts


                                       8
<PAGE>

Receivable are received by the Seller subsequent to the Closing Date, the Seller
shall promptly deliver such proceeds to the Buyer within 2 business days of
receipt by the Seller.

     SECTION 4.03 ASSIGNMENT OF ASSUMED CONTRACTS. The Seller shall use its best
efforts to cause to be fully and effectively assigned to the Buyer the Assumed
Contracts listed on SCHEDULE 1.01(d), to the extent not assigned prior to the
Closing Date, within thirty (30) days after the Closing Date.

     SECTION 4.04 CONDUCT OF BUSINESS. From the date hereof through the Closing
Date, Seller shall continue to carry on the Business in the usual and ordinary
course and in substantially the same manner as conducted prior to the date
hereof. Without limiting the generality of the foregoing sentence, Seller shall
maintain and keep all tangible Transferred Assets and any other tangible
properties of the Business in good condition and repair (ordinary wear and tear
excepted), keep in full force and effect all insurance coverage covering the
Business and/or the Transferred Assets, maintain in effect all of the Business'
leases (except those leases, if any, that may expire in accordance with their
respective terms and the Brandon, Florida lease), use all reasonable efforts to
attempt to maintain the Business' present employees and the Business'
relationships with the Business' suppliers and customers, including without
limitation, the Principals, so that such relationships will be preserved for the
Buyer after the Closing Date, maintain the Inventory at levels consistent with
past practice, and continue to collect the Business' Accounts Receivable in the
same manner as it has prior to the date hereof; provided, however, that
notwithstanding the foregoing to the contrary, (i) Seller shall use its best
efforts to apply proceeds of accounts receivable of the Divisions to accounts
payable of the Divisions on a weekly basis (the determination of which accounts
payable to be paid may take into account the recommendation of management of the
Divisions and such other factors as Seller deems advisable), and (ii) Seller
shall take such action as it deems necessary or appropriate to ensure that the
Total Liabilities are no more than $100,000 greater than the Total Assets on the
Closing Date.

     SECTION 4.05 EMPLOYEES. To the extent required by applicable law, Seller
shall afford Seller's employees who accept employment with Buyer, as described
in Section 5.01, all applicable COBRA rights. Seller hereby acknowledges that
Buyer shall not be responsible for (i) any costs incurred by Seller in
connection with the cessation (by resignation or otherwise) of employment of any
Seller employee who chooses to accept employment with Buyer, or (ii) for any
costs incurred in respect of Seller employees who choose not to accept
employment with Buyer.

     SECTION 4.06 FORKLIFT TITLE. Within 30 days after the Closing Date, the
Seller will attempt to locate and deliver to the Buyer title to the NISSAN 2500
forklift more fully described on SCHEDULE 1.01(i), or, if such title is not
located, the Seller will attempt to obtain a replacement title and forward such
replacement to the Buyer.

     SECTION 4.07 VANS. The Seller shall sublease (the "Sublease") to the Buyer
four (4) insured Chevrolet cargo vans (the "Vans") used by the Divisions in
connection with the Business in return for receipt of the Monthly Payment (as
defined below) from Buyer as described in Section 5.02 below. The Sublease shall
continue for the duration of the Seller's lease (the


                                       9
<PAGE>

"Lease") for the Vans with the Vans' original lessor (the "Lessor"). The Seller
and Buyer will mutually use best efforts to attempt to obtain consent for the
Sublease from the Lessor within two (2) weeks following the Closing Date,
provided that if such consent in not obtained with such time frame, the Seller
and the Buyer agree that the Sublease shall immediately terminate. The Seller
agrees to maintain insurance for the Vans in the same amounts as before the
Closing Date for so long as the Sublease continues and the Buyer remains in
compliance with the provisions of Section 5.02.

                        ARTICLE V COVENANTS OF THE BUYER

     SECTION 5.01 EMPLOYEES. Subject to its usual and customary hiring policies
and procedures, the Buyer shall offer all current employees of the Divisions
employment, at-will or otherwise at the Buyer's discretion, at salary levels
comparable to or higher than their then respective salary levels with Seller.

     SECTION 5.02 VANS. The Buyer shall Sublease the Vans from the Seller. For
so long as the Sublease is in effect, the Buyer shall pay to the Seller an
aggregate payment of $2904 per month (the "Monthly Payment") on or before the
date each month that Seller's lease payments for the Vans are due to the Lessor.
The Monthly Payment shall be for use of the Vans and for insurance coverage for
the Vans. The cost of maintenance, except as may be otherwise provided in the
Lease, and of fuel for the Vans shall be borne by the Buyer. The Sublease shall
continue for the duration of the Seller's lease for the Vans with the Lessor.
The Seller and Buyer will mutually use best efforts to attempt to obtain consent
for the Sublease from the Lessor within two (2) weeks following the Closing
Date, provided that if such consent in not obtained with such time frame, the
Seller and the Buyer agree that the Sublease shall immediately terminate.

                         ARTICLE VI CONDITIONS PRECEDENT

     SECTION 6.01 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The obligations of
each party to perform this Agreement are subject to the satisfaction of the
following conditions, at or prior to the Closing unless waived (to the extent
such conditions can be waived) by each party hereto:

     (a) APPROVAL. This Agreement shall have been duly and validly approved by
the Members of the Buyer and the Board of Directors of the Seller. All
authorizations, consents, orders or approvals of, or declarations or filings
with or expiration of waiting periods imposed by any governmental agency,
authority or other entity necessary for the consummation of the transactions
contemplated hereby shall have been obtained or made or shall have occurred.
Approval of the transaction by all creditors, and other persons contractually
bound to Seller shall have been obtained or made to the extent any such
approvals are required.

     (b) ANCILLARY DOCUMENTS. Each of the Ancillary Documents shall have been
executed and delivered.

     SECTION 6.02 CONDITIONS TO OBLIGATIONS OF THE BUYER. The obligations of the
Buyer to perform this Agreement at or prior to the Closing are subject to the
satisfaction of the following conditions unless waived (to the extent such
conditions can be waived) by the Buyer:



                                       10
<PAGE>

     (a) REPRESENTATIONS AND WARRANTIES OF THE SELLER. The representations and
warranties of the Seller set forth in Article II hereof shall be true and
correct in all material respects (except for any representation or warranty that
by its term is qualified by materiality, in which case it shall be true and
correct in all respects) as of the Closing Date (excluding any representation or
warranty that refers specifically to the date of this Agreement, "the date
hereof" or any other date other than the Closing Date) as though made on and as
of the Closing Date, and the Buyer shall have received certificates from each of
MSC and MSSC signed by an authorized officer of MSC and MSSC, respectively, to
that effect.

     (b) PERFORMANCE OF OBLIGATIONS OF THE SELLER. The Seller shall have
performed in all material respects the obligations required to be performed by
it under this Agreement prior to or as of the Closing Date and the Buyer shall
have received a certificate signed by an authorized officer of each MSC and MSSC
on behalf of each of MSC and MSSC, respectively, to that effect.

     (c) BUYER'S REVIEW. A review of the assets, contractual commitments,
obligations and books and records of Seller relating to the Transferred Assets
or the Business by Buyer's personnel and professional advisors shall have been
completed and the results of such review shall have been deemed satisfactory by
Buyer in its sole discretion.

     (d) UCC-3S. Chase and First Union (as defined herein) shall have executed
and delivered to Fleet National Bank UCC-3s in the form attached hereto as
SCHEDULE 6.02(d).

     SECTION 6.03 CONDITIONS TO OBLIGATIONS OF THE SELLER. The obligations of
the Seller to perform this Agreement at or prior to the Closing are subject to
the satisfaction of the following conditions unless waived (to the extent such
conditions can be waived) by the Seller:

     (a) REPRESENTATIONS AND WARRANTIES OF THE BUYER. The representations and
warranties of the Buyer set forth in Article II hereof shall be true and correct
in all material respects (except for any representation or warranty that by its
term is qualified by materiality, in which case it shall be true and correct in
all respects) as of the Closing Date (excluding any representation or warranty
that refers specifically to the date of this Agreement, "the date hereof" or any
other date other than the Closing Date) as though made on and as of the Closing
Date, and the Seller shall have received certificates signed by the the Managing
Member or President of the Buyer to that effect.

     (b) PERFORMANCE OF OBLIGATIONS OF THE BUYER. The Buyer shall have performed
in all material respects the obligations required to be performed by it under
this Agreement prior to or as of the Closing Date, and the Seller shall have
received a certificate signed by the President or Executive Vice President of
the Buyer on behalf of the Buyer to that effect.

                           ARTICLE VII INDEMNIFICATION

     SECTION 7.01 SURVIVAL. All representations and warranties in this
Agreement, or in any instrument or document furnished in connection with this
Agreement or the transactions contemplated hereby, shall survive (i) the closing
of the transactions contemplated hereby and (ii)


                                       11
<PAGE>

any investigations at any time made by or on behalf of any party and shall
continue for twelve (12) months following Closing Date (the "Survival Date")
except for those representations and warranties set forth in Sections 2.04,
which shall survive the closing and continue for the full period of the
applicable statute of limitations and until finally resolved and satisfied in
full if asserted on or prior to the expiration of the applicable statute of
limitations. All representations or warranties in respect of which
indemnification may be sought under this Article VII shall survive the
applicable survival date if written notice, given in good faith, of the specific
breach thereof is given to the other party prior to the applicable survival
date, whether or not liability has actually been incurred.

     SECTION 7.02 INDEMNIFICATION BY THE SELLER. Except in any case or
proceeding that may be brought against the Buyer regarding PACA Liabilities, the
Seller agrees to indemnify, defend and hold harmless the Buyer and any of its
subsidiaries, officers, directors, employees, agents, stockholders, successors
and assigns (collectively, "Buyer Indemnified Parties"), from and against any
and all claims, liabilities, expenses, losses, damages, actions, suits and
judgments (including, without limitation, reasonable attorney's fees and costs
of litigation) of any kind or nature whatsoever, whether known or unknown, fixed
or contingent, absolute, threatened or otherwise (collectively, "Damages") to
the extent such Damages arise out of or result from, directly or indirectly, (i)
the assertion of claims made against any of the Buyer Indemnified Parties
relating to the Transferred Assets, the Business or the consummation of the
transactions contemplated hereby, (ii) any inaccuracy in any representation or
breach of any agreement, covenant, warranty, representation or other obligation
of the Seller made or incurred in connection with the transactions contemplated
hereby that affects the value of the Transferred Assets or the Business, or
(iii) any liability or obligation of the Seller not expressly assumed by the
Buyer under the terms of this Agreement.

     SECTION 7.03 INDEMNIFICATION BY THE BUYER. The Buyer agrees to indemnify,
defend and hold harmless the Seller from and against any and all Damages to the
extent such Damages arise out of or result from, directly or indirectly, (i) any
inaccuracy in any representation or breach of any agreement, covenant, warranty,
representation or other obligation of the Buyer made or incurred in connection
with the transactions contemplated hereby, (ii) the Buyer's operation of the
Business or its ownership of the Transferred Assets or representation of the
Principals after the Closing Date, (iii) PACA Liabilities, or (iv) any liability
under the Transfer Agreement in the event the Buyer fails to make any payment
thereunder when due or violates any of the other terms or conditions thereunder.

     SECTION 7.04 NOTICE OF CLAIMS. A party entitled to indemnification
hereunder shall give prompt written notice to the other party or parties,
specifying the amount and nature of the indemnifiable claim and permitting the
indemnifying party to assume the defense of such claim. The party to be
indemnified shall also notify the other party in writing of any matter which is
likely to give rise to an indemnifiable claim. Failure of the party to be
indemnified to give such notice shall not relieve the other party or parties of
its or their obligations under this Section 7 except to the extent, if at all,
that such other party or parties shall have been materially prejudiced thereby.
Payment of indemnifiable claims shall be promptly made by the indemnifying party
after such written notice is provided, except with respect to third party
claims, in which event, such claims shall be promptly made by the indemnifying
party upon settlement or judicial resolution of the indemnifiable claim. The
party to be indemnified shall have the right to participate in the defense of an
indemnifiable claim but shall have no obligation to do so. The indemnifying
party shall not


                                       12
<PAGE>

consent to the entry of any judgment, without the prior written consent of the
party to be indemnified, or enter into any settlement agreement which does not
include as an unconditional term thereof the release of the party to be
indemnified from all liability in respect of such claim or obligation.

     SECTION 7.05 LIMITATIONS ON INDEMNIFICATION. Notwithstanding the foregoing
provisions of this Article VII, (i) the Seller shall not be liable under Section
7.02 unless and until the aggregate amount of liability thereunder exceeds
$50,000, in which event the Buyer shall be entitled to indemnification
thereunder for the full amount thereof up to an aggregate total of $200,000,
(ii) the Buyer shall not be liable under Section 7.03 unless and until the
aggregate amount of liability thereunder exceeds $50,000, in which event the
Seller shall be entitled to indemnification thereunder for the full amount
thereof up to an aggregate total of $400,000, provided, however, that the Buyer
shall indemnify the Seller for all liability under Section 7.03(iii), and (iii)
all damages to which the indemnified party may be entitled pursuant to the
provisions of this Section shall be net of any insurance coverage with respect
thereto that is paid to the indemnified party.

     SECTION 7.06 OFFSET. If payment of an indemnifiable claim is not paid when
due hereunder, the party entitled to payment with respect to such claim or its
affiliates shall have the right to offset the amount of such payment against any
amounts owed by such party.

                           ARTICLE VIII MISCELLANEOUS

     SECTION 8.01 NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing, shall be addressed to the
receiving party's address set forth below or to such other address as a party
may designate by notice hereunder, and shall be either (i) delivered by hand,
(ii) made by telex, telecopy or facsimile transmission, (iii) sent by recognized
overnight courier, or (iv) sent by registered mail, return receipt requested,
postage prepaid.

     If to the Buyer:       Woodland Partners, LLC
                            c/o Sidney D. Rogers, Jr.
                            11 Day Street (for hand delivery or overnight
                            courier)
                            P.O. Box 332 (for other mail)
                            Norfolk, MA 02056
                            Attn:  Sidney D. Rogers, Jr.
                            Telephone: (518) 528-7617

     With a copy to:        Mintz, Levin, Cohn, Ferris,
                            Glovsky and Popeo, P.C.
                            One Financial Center
                            Boston, MA  02111
                            Attn:  Stanley A. Twarog, Esq.
                            Telephone: (617) 542-6000
                            Fax No.: (617) 542-2241

     If to the Seller:      Marketing Specialists
                            16251 Dallas Parkway, 11th Floor

                                       13
<PAGE>

                            Dallas, TX 75001
                            Telephone: (972) 349-6200
                            Fax:  (972) 687-1693
                            Attn:  Nancy J. Jagielski, Esq.

     With a copy to:        Akin Gump Strauss Hauer & Feld, LLP
                            1700 Pacific Avenue, Suite 4100
                            Dallas, TX 75201
                            Attn:  Alan Utay, Esq.
                            Telephone:  (214) 969-2800
                            Fax:  (214) 969-4343


All notices, requests, consents and other communications hereunder shall be
deemed to have been (i) if by hand, at the time of the delivery thereof to the
receiving party at the address of such party set forth above, (ii) if made by
telex, telecopy or facsimile transmission, at the time that receipt thereof has
been acknowledged by electronic confirmation or otherwise, (iii) if sent by
overnight courier, on the next business day following the day such notice is
delivered to the courier service, or (iv) if sent by certified mail, on the 5th
business day following the day such mailing is made.

     SECTION 8.02 ENTIRE AGREEMENT. This Agreement together with the Exhibits
and Schedules hereto and the other documents executed in connection herewith
(together, the "Documents") embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings relating to
the subject matter hereof, including, without limitation, the letter agreements
between the Seller and the Buyer dated each of July 31, 2000 and November 29,
2000. No statement, representation, warranty, covenant or agreement of any kind
not expressly set forth in the Documents shall affect, or be used to interpret,
change or restrict, the express terms and provisions of this Agreement.
Disclosure on one Schedule shall be deemed disclosure on all Schedules for
purposes of this Agreement.

     SECTION 8.03 MODIFICATIONS AND AMENDMENTS. The terms and provisions of this
Agreement may be modified or amended only by written agreement executed by all
parties hereto.

     SECTION 8.04 WAIVERS AND CONSENTS. No failure or delay by a party hereto in
exercising any right, power or remedy under this Agreement, and no course of
dealing between the parties hereto, shall operate as a waiver of any such right,
power or remedy of the party. No single or partial exercise of any right, power
or remedy under this Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall
preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The election of any remedy by a
party hereto shall not constitute a waiver of the right of such party to pursue
other available remedies. No notice to or demand on a party not expressly
required under this Agreement shall entitle the party receiving such notice or
demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without
such notice or demand. The terms and provisions of this Agreement may be waived,
or consent for the departure therefrom granted, only by written document
executed by the party


                                       14
<PAGE>

entitled to the benefits of such terms or provisions. No such waiver or consent
shall be deemed to be or shall constitute a waiver or consent with respect to
any other terms or provisions of this Agreement, whether or not similar. Each
such waiver or consent shall be effective only in the specific instance and for
the purpose for which it was given, and shall not constitute a continuing waiver
or consent.

     SECTION 8.05 ASSIGNMENT. Neither this Agreement, nor any right hereunder,
may be assigned by any of the parties hereto without the prior written consent
of the other parties, except that the Buyer may assign all or part of its rights
and obligations under this Agreement to one or more direct or indirect
subsidiaries or affiliates.

     SECTION 8.06 PARTIES IN INTEREST. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and their permitted assigns,
and nothing in this Agreement, express or implied, is intended to confer upon
any other person any rights or remedies of any nature whatsoever under or by
reason of this Agreement. Nothing in this Agreement shall be construed to create
any rights or obligations except among the parties hereto, and no person or
entity shall be regarded as a third-party beneficiary of this Agreement.

     SECTION 8.07 GOVERNING LAW. This Agreement and the rights and obligations
of the parties hereunder shall be construed in accordance with and governed by
the internal laws of the State of Delaware, without giving effect to the
conflict of law principles thereof.

     SECTION 8.08 ARBITRATION. Any claim, dispute or controversy arising out of
or relating to this Agreement or any breach hereof shall be settled by final and
binding arbitration in Boston, Massachusetts in accordance with the Commercial
Rules of the American Arbitration Association then in effect. Judgment upon such
decision or award may be entered in any competent court or application may be
made to any competent court for judicial acceptance of such decision or award
and an order of enforcement. The costs and expenses, including reasonable
attorney's fees, of such arbitration shall be borne by the losing party as
determined by such arbitration.

     SECTION 8.09 [intentionally omitted]

     SECTION 8.10 SEVERABILITY. In the event that any court of competent
jurisdiction shall finally determine that any provision, or any portion thereof,
contained in this Agreement shall be void or unenforceable in any respect, then
such provision shall be deemed limited to the extent that such court determines
it enforceable, and as so limited shall remain in full force and effect. In the
event that such court shall determine any such provision, or portion thereof,
wholly unenforceable, the remaining provisions of this Agreement shall
nevertheless remain in full force and effect.

     SECTION 8.11 INTERPRETATION. The parties hereto acknowledge and agree that:
(i) each party and its counsel reviewed and negotiated the terms and provisions
of this Agreement (except with respect to the disclosure Schedules regarding the
Business which are the sole responsibility of the Seller) and have contributed
to its revision; (ii) the rule of construction to the effect that any
ambiguities are resolved against the drafting party shall not be employed in the
interpretation of this Agreement; and (iii) the terms and provisions of this
Agreement shall be construed fairly as to all parties hereto and not in favor of
or against any party, regardless of which party was generally responsible for
the preparation of this Agreement.



                                       15
<PAGE>

     SECTION 8.12 HEADINGS AND CAPTIONS. The headings and captions of the
various subdivisions of this Agreement are for convenience of reference only and
shall in no way modify, or affect, or be considered in construing or
interpreting the meaning or construction of any of the terms or provisions
hereof.

     SECTION 8.13 ENFORCEMENT. Each of the parties hereto acknowledges and
agrees that the rights acquired by each party hereunder are unique and that
irreparable damage would occur in the event that any of the provisions of this
Agreement to be performed by the other party were not performed in accordance
with their specific terms or were otherwise breached. Accordingly, in addition
to any other remedy to which the parties hereto are entitled at law or in
equity, each party hereto shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement by the other party and to enforce
specifically the terms and provisions hereof in any federal or state court to
which the parties have agreed hereunder to submit to jurisdiction.

     SECTION 8.14 [intentionally omitted]

     SECTION 8.15 EXPENSES. Each of the parties hereto shall pay its own fees
and expenses (including the fees of any attorneys, accountants, appraisers or
others engaged by such party) in connection with this Agreement and the
transactions contemplated hereby whether or not the transactions contemplated
hereby are consummated.

     SECTION 8.16 CONFIDENTIALITY. Each party acknowledges and agrees that any
information or data it has acquired from the other party, not otherwise properly
in the public domain, was received in confidence. Each party hereto agrees not
to divulge, communicate or disclose, except as may be required by law or for the
performance of this Agreement (including obtaining financing and conducting due
diligence), or use to the detriment of the disclosing party or for the benefit
of any other person or persons, or misuse in any way, any confidential
information of the disclosing party concerning the subject matter hereof,
including any trade or business secrets of the disclosing party and any
technical or business materials that are treated by the disclosing party as
confidential or proprietary, including without limitation information (whether
in written, oral or machine-readable form) concerning: general business
operations; methods of doing business, servicing clients, client relations, and
of pricing and making charge for services and products; financial information,
including costs, profits and sales; marketing strategies; business forms
developed by or for the disclosing party; names of suppliers, personnel,
customers, clients and potential clients; negotiations or other business
contacts with suppliers, personnel, customers, clients and potential clients;
form and content of bids, proposals and contracts; the disclosing party's
internal reporting methods; technical and business data, documentation and
drawings; software programs, however embodied; manufacturing processes;
inventions; diagnostic techniques; and information obtained by or given to the
disclosing party about or belonging to third parties.

     SECTION 8.17 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.




                                       16
<PAGE>


                      [BALANCE OF PAGE INTENTIONALLY BLANK]



                                       17
<PAGE>


     IN WITNESS WHEREOF, the Buyer and the Seller have executed this Asset
Purchase and Sale Agreement as of the day and year first above written.


                                    MARKETING SPECIALISTS CORPORATION



                                    By: ____________________________________
                                    Name:___________________________________
                                    Title:__________________________________



                                    MARKETING SPECIALISTS SALES COMPANY



                                    By: ____________________________________
                                    Name:___________________________________
                                    Title:__________________________________



                                    WOODLAND PARTNERS, LLC



                                    By: ____________________________________
                                    Name: __________________________________
                                    Title: _________________________________




                                       18
<PAGE>

                                LIST OF SCHEDULES

Schedule 1.01(a)        Inventory
Schedule 1.01(c)        Principals
Schedule 1.01(d)        Assumed Contracts
Schedule 1.01(e)        Accounts Receivable
Schedule 1.01(f)        Tradenames
Schedule 1.01(i)        Equipment
Schedule 1.02           Accounts Payable
Schedule 1.04(C)(i)     Individuals Signing Separation Agreements
Schedule 1.04(C)(vi)    Entities Signing Release Agreements
Schedule 2.02           Title Exceptions
Schedule 2.08           Consents and Approvals
Schedule 6.02(d)        UCC-3s


                                       19
<PAGE>



                                LIST OF EXHIBITS

Exhibit A               Form of Bill of Sale
Exhibit B               [intentionally omitted]
Exhibit C               Form of Mutual Non-Competition Agreement
Exhibit D               [intentionally omitted]
Exhibit E               Form of Release and Separation Agreements
Exhibit F               Form of Artwork and Layout Services Agreement
Exhibit G               Form of Assignment and Assumption Agreement
Exhibit H-1 and H-2     Form of Occupancy Agreements
Exhibit H-3             Form of Occupancy Agreements Side Letter
Exhibit I               December 31 Balance Sheet
Exhibit J               Form of Amendment of Employment Separation Agreement and
                        Release
Exhibit K               Form of Release and Assumption Agreements






                                       20
<PAGE>

                                SCHEDULE 1.01(a)

                                    INVENTORY



                MERCO PACKAGING INVENTORY

                WHSE CODE                                LOCATION
                ---------                                --------

                HY                                       CHOWCHILLA, CA
                KN                                       KENT, WA
                MA                                       MADISON, WI
                ME                                       PRESQUE ISLE, ME
                ML                                       JACKSONVILLE, FL
                MP                                       AUBURN, WA
                PR                                       PROVIDENCE, RI
                WS                                       NORWALK, CA
                YK                                       YORK, PA



                MERCO PRICE MARKING

                WHSE CODE                                LOCATION
                ---------                                --------

                A                                        STOUGHTON, MA


                MERKERT LABORATORIES

                WHSE CODE                                LOCATION
                ---------                                --------

                B                                        STOUGHTON, MA
                F                                        RUTLAND, VT
                H                                        BRIDGETON, NJ
                K                                        WHITE PLAINS, NY
                S                                        BROOKLYN, NY





                                       21
<PAGE>

                                SCHEDULE 1.01(c)

                                   PRINCIPALS

<TABLE>
<CAPTION>
PRINCIPAL                           CUSTOMER                  BRAND                  PRODUCT CATEGORY
---------                           --------                  -----                  ----------------
<S>                                 <C>                       <C>                    <C>
Agrifrozen                          Publix                    Publix                 Frozen Vegetables

Agrilink (Canned)                   Krasdale                  Krasdale               Microwave Popcorn
                                    Pathmark                  Pathmark               Poly Popcorn
                                                                                     Microwave Popcorn
                                                                                     Applesauce

                                    Wakefern                  Shoprite               Poly Popcorn
                                                                                     Microwave Popcorn
                                                                                     Pie Fillings

Agrilink (Frozen)                   A&P                       America's Choice       Frozen Vegetables
                                    Associated Foods          Super A                Frozen Vegetables
                                    Foodtown                  Foodtown               Frozen Vegetables
                                    Publix                    Publix                 Frozen Vegetables
                                    Wakefern                  Shoprite               Frozen Vegetables
                                    White Rose                White Rose             Frozen Vegetables
                                                              Rosa Blanca            Frozen Vegetables
                                                              King Kullen            Frozen Vegetables

Big Valley                          Publix                    Publix                 Frozen Fruits & Vegetables

Cleugh's Rhubarb                    Publix                    Publix                 Frozen Fruit
                                    Wakefern                  Shoprite               Frozen Fruit



<CAPTION>
PRINCIPAL                           CUSTOMER                  BRAND                  PRODUCT CATEGORY
---------                           --------                  -----                  ----------------
<S>                                 <C>                       <C>                    <C>
Consolidated Biscuit                Pathmark                  Fireside               Cookies

Gold Kist                           Ahold                     Stop & Shop            Frozen Chicken

Grace Kennedy                       A&P                       Grace                  Imported Jamaican Products
                                    G&T                       Grace                  Imported Jamaican Products
                                    Pathmark                  Grace                  Imported Jamaican Products
</TABLE>


                                       22
<PAGE>




<TABLE>
<S>                                 <C>                       <C>                    <C>
                                    Wakefern                  Grace                  Imported Jamaican Products

Great Lakes Kraut                   Foodtown                  Foodtown               Refrigerated Sauerkraut
                                    Krasdale                  Krasdale, C-Town       Refrigerated Sauerkraut
                                    Pathmark                  Pathmark               Refrigerated Sauerkraut
                                                                                     Canned Sauerkraut
                                    Wakefern                  Shoprite               Refrigerated Sauerkraut

Lakeside Foods                      A&P                       America's Choice       Frozen Vegetables

Lamb Weston                         Publix                    Publix                 Frozen Potatoes
                                                                                     Frozen Vegetables
</TABLE>


                                       23
<PAGE>



<TABLE>
<CAPTION>
PRINCIPAL                           CUSTOMER                  BRAND                  PRODUCT CATEGORY
---------                           --------                  -----                  ----------------
<S>                                 <C>                       <C>                    <C>
Marbran USA                         Ahold                     Stop & Shop            Frozen Vegetables
                                                              Tops                   Frozen Vegetables
                                                              Bi Lo                  Frozen Vegetables
                                                              Finast                 Frozen Vegetables
                                                              Super G                Frozen Vegetables

Maui Pineapple                      Ahold                     Stop & Shop            Canned Pineapple


National Frozen Foods               A&P                       America's Choice       Frozen Vegetables


New West Foods                      A&P                       America's Choice       Frozen Fruit
                                    Ahold                     Stop & Shop            Frozen Fruit

Norpac                              Publix                    Publix                 Frozen Vegetables

Patterson Frozen Foods              Publix                    Publix                 Frozen Vegetables

Pictsweet                           Publix                    Publix                 Frozen Vegetables
</TABLE>


                                       24
<PAGE>



<TABLE>
<CAPTION>
PRINCIPAL                           CUSTOMER                  BRAND                  PRODUCT CATEGORY
---------                           --------                  -----                  ----------------
<S>                                 <C>                       <C>                    <C>
Seabrook Brothers & Sons            A&P                       America's Choice       Frozen Vegetables
                                    Publix                    Publix                 Frozen Vegetables
                                                              Seabrook Farms         Frozen Vegetables

Strathroy Foods                     Ahold                     Stop & Shop            Frozen Vegetables

Townsend Farms                      Publix                    Publix                 Frozen Fruit

Twin City Foods                     Publix                    Publix                 Frozen Vegetables

Wortz Company                       Krasdale                  Krasdale               Cookies/Crackers

                                    Wakefern                  Shoprite               Cookies/Crackers
</TABLE>


                                       25
<PAGE>

                                SCHEDULE 1.01(d)

                                ASSUMED CONTRACTS

All outstanding and unfilled purchase orders as of the date hereof either (a)
received by or placed with the Divisions, or (b) issued by the Divisions.

All amounts unbilled for existing Inventory.

All agreements with Principals creating or authorizing escrow accounts relating
to the Divisions, together with such escrow accounts.

All accounts payable relating to the Divisions (billed and accrued).

All agreements with Principals for the customers and products set forth on
SCHEDULE 1.01(c).

Letter Agreement dated as of August 20, 1999 from Private Label Divisions of
Merkert American Co., Inc. (now known as Marketing Specialists Sales Company, a
Delaware corporation) to Wakefern Food Corporation regarding Private Label
Frozen Fruit and Vegetable Packaging Program

Distributor Agreement dated as of January 1, 1982 by and between Monarch Marking
Systems, Inc., a Delaware corporation, and Merco Price Marking, a division of
Merkert Enterprises, Inc., a Massachusetts corporation (now known as Marketing
Specialists Sales Company, a Delaware corporation)

Agreement dated as of December 3, 1993 by and between Berger Sales Incorporated,
a New Jersey corporation, and Merkert Laboratories, Inc., a Massachusetts
corporation (now known as Marketing Specialists Sales Company, a Delaware
corporation).




                                       26
<PAGE>

                                SCHEDULE 1.01(e)

                               ACCOUNTS RECEIVABLE









                                       27
<PAGE>

                                SCHEDULE 1.01(f)

                                   TRADENAMES



Dorann Foods

Store Brand Specialists

Merco Packaging

Merco Price Marking

MPM Enterprises

Merkert Laboratories

Store Supply Specialists



                                       28
<PAGE>

                                SCHEDULE 1.01(i)

                                    EQUIPMENT

One NISSAN 2500 Forklift, Model # MA01L13S, Serial Number #MA01-001828, Type ES,
located at 1053 Turnpike Street, Stoughton, Massachusetts, USA.



One NISSAN PE30 Forklift, Serial Number 9A0349 located at 1053 Turnpike Street,
Stoughton, Massachusetts, USA.






                                       29
<PAGE>


                                  SCHEDULE 1.02

                                ACCOUNTS PAYABLE






                                       30
<PAGE>


                               SCHEDULE 1.04(C)(i)

INDIVIDUALS SIGNING NON-COMPETITION, RELEASE AND EMPLOYMENT SEPARATION
AGREEMENTS



Kenneth D. Chipman

Stanley J. Pallieko

Joseph P. Robertson

Lewis Whiffen, Jr.

Christine M. Haley

William Day

Frank Carlson, Jr.





INDIVIDUAL SIGNING AMENDMENT TO EMPLOYMENT SEPARATION AND RELEASE AGREEMENT



Sidney D. Rogers, Jr.



                                       31
<PAGE>

                              SCHEDULE 1.04(C)(vi)

                       ENTITIES SIGNING RELEASE AGREEMENTS


Seabrook Brothers & Sons, Inc.

Norpac Services, Inc.

Patterson Frozen Foods, Inc.

Townsend Farms, Inc.

New West Foods

Agrifrozen Foods

Pictsweet Frozen Foods, a division of United Foods, Inc.

Agrilink Foods

Twin City Foods, Inc.

MarBran USA

Cleugh's Rhubarb Company

Lamb Weston, Inc.

Big Valley


                                       32
<PAGE>

                                  SCHEDULE 2.02

                                TITLE EXCEPTIONS

1.  PACA Liabilities.

2. Any Merco Price Marking Division sales tax liability that may arise as a
result of a sales tax audit currently being conducted on Merkert Enterprises in
the State of New York.




                                       33
<PAGE>

                                  SCHEDULE 2.08

                             CONSENTS AND APPROVALS

1.  Landlord for the Stoughton, MA lease.

2. Berger Sales Incorporated in order to assign that certain Agreement dated as
of December 3, 1993 by and between Berger Sales Incorporated, a New Jersey
corporation, and Merkert Laboratories, Inc., a Massachusetts corporation (now
known as Marketing Specialists Sales Company, a Delaware corporation).

3. Consent of the Lessor for the Sublease of the Vans by the Seller to the
Buyer.

4. Execution of the Transfer Agreement by CIT Group/Equipment Financing, Inc.



                                       34
<PAGE>

                                SCHEDULE 6.02(d)

                                     UCC-3s


                                       35