AGREEMENT

         THIS  AGREEMENT is made this 22nd day of November,  2000 by and between
PINNACLE FOODS, INC., a Pennsylvania corporation (the "Company"),  and ROBERT V.
MATTHEWS, an individual domiciled in the State of Connecticut ("Matthews").

                                   BACKGROUND:

         WHEREAS, Matthews is a shareholder of the Company;

         WHEREAS,  pursuant to the terms of that  certain  Loan  Agreement  (the
"Loan Agreement") and related Promissory Note dated June 29, 2000,  Matthews has
loaned the Company Three Hundred Thousand Dollars  ($300,000) (the  "Outstanding
Loan");

         WHEREAS,  the Company wishes to engage Matthews as a financial  advisor
on the terms and  conditions  set forth below and the parties wish to modify the
terms of the Outstanding Loan.

         NOW,  THEREFORE,  for  and  in  consideration  of the  mutual  promises
contained  in this  Agreement  and other good and  valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged,  the parties hereto, each
intending to be legally bound, hereby agree as follows:

         1. Debt Financing.

            (a) The Company hereby employs Matthews and Matthews agrees to serve
the  Company as a financial  advisor on the terms and subject to the  conditions
set forth in this  Agreement.  Matthews  shall and hereby agrees to use his best
efforts to assist the Company in procuring debt financing (including  forgivable
loans),  the  aggregate  gross  proceeds  of which  shall be not less  than Nine
Million Five Hundred Thousand Dollars ($9,500,000) (the "Debt Financing"). "Best
efforts," as used in the preceding sentence, shall not include action that would
require  Matthews  to  register  under  any  Federal,  state,  or  other  law or
regulation.

            (b) The Debt  Financing  shall be advanced by or through one or more
banks, trust companies, insurance companies,  industrial development authorities
or  agencies,   economic   development   authorities   or  agencies,   or  other
institutional  lenders.  The Company  shall be under no obligation to accept the
Debt  Financing  (or any portion  thereof)  if the  permitted  use of  proceeds,
interest  rate,  amortization  schedule,   security  provisions  (including  any
required  guaranties),  or any other  material term or provision  thereof is not
reasonably acceptable to the Company.

            (c) Matthews  acknowledges  that in performing his duties under this
Agreement,  he is an agent of the Company,  and is therefore  not  authorized to
make any  commitments  or  promises on behalf of the  Company  unless  expressly
authorized to do so in writing.  Matthews


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<PAGE>

agrees not to take any action  pursuant to this  Agreement  which is contrary to
the direction or wishes of the Company.

            (d) In  consideration  of the execution of this Agreement,  Matthews
shall be entitled to receive, and the Company shall and hereby agrees to deliver
to Matthews,  on February 1, 2001, One Million One Hundred Thousand  (1,100,000)
shares of the Common Stock of the Company.

            (e)  Upon  the  closing  of the Debt  Financing,  Matthews  shall be
immediately  entitled to receive,  and the  Company  shall and hereby  agrees to
deliver to Matthews as  promptly as possible  but in no event more than  fifteen
(15) days after such  closing an  additional  One Million  One Hundred  Thousand
(1,100,000) shares of the Common Stock of the Company.

         2. Modification of Outstanding Loan.

            (a) The Outstanding Loan shall stop accruing  interest under section
3.1 of the Loan Agreement as of the date of this Agreement and the Company shall
have no  obligation to pay such  interest on the  Outstanding  Loan for any time
period after the date of this  Agreement.  The Company shall also be relieved of
the obligation to deliver to Matthews any additional  interest payable in shares
of Company  common stock  pursuant to the terms of section  3.3(c) or (d) of the
Loan Agreement.

            (b)  Matthews  shall be entitled to  convert,  at his option,  on or
before July 31, 2001, the principal and accrued  interest (if any) due as of the
date of this Agreement under the Outstanding Loan into shares of Common Stock at
the rate of one share for each One Dollar  ($1.00)  owed  under the  Outstanding
Loan. If the  conversion  right set forth in the previous  sentence has not been
exercised  before August 1, 2001,  Matthews  shall  contribute the principal and
accrued  interest  (if any) due under the  Outstanding  Loan to the  Company  in
exchange for the issuance of shares of Common Stock at the rate of one share for
each One Dollar  ($1.00) owed under the  Outstanding  Loan. In either such case,
Matthews  shall  return the  promissory  note to the  Company  marked  "PAID" in
exchange for the shares issued upon such  conversion or upon such exchange.  The
maturity date of the  Outstanding  Loan is hereby  extended to August 1, 2001 to
accommodate the foregoing provisions.

         3. Term.  Either party can terminate  this  Agreement at any time if no
Debt Financing  acceptable to the Company has been closed on or before March 31,
2001.  Notwithstanding the foregoing, in the event that within six months of the
date this Agreement  terminates or expires for any reason,  the Company closes a
Debt  Financing  with a lender to whom Matthews  introduced  the Company or with
respect to a loan  application  with which  Matthews  assisted the Company,  the
Company shall deliver to Matthews the shares described in Paragraph 1(e) hereof.



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         4. Stock Options.

            (a) The Company  hereby issues to Matthews an option (the  "Option")
to acquire up to Two Million  (2,000,000)  additional  shares of Common Stock of
the  Company on the terms and  subject to the  conditions  and  adjustments  (if
applicable) set forth in this Paragraph 4 and in Paragraph 8.

            (b) Matthews shall not be entitled to exercise the Option unless, on
or before June 30, 2006,  the lender of any Debt  Financing  for which  Matthews
earned the  shares  described  in  Paragraph  1(e)  hereof  unconditionally  and
irrevocably  (i)  forgives  all or a  portion  of such  Debt  Financing  or (ii)
otherwise does not require repayment thereof (or a portion thereof).

            (c) The exact  number of shares as to which the Option  will  become
exercisable  will be the  amount  of Debt  Financing  so  forgiven  or for which
payment  is  not  so  required  (up  to  a  maximum  of  Five  Million   Dollars
($5,000,000)) divided by the Measuring Amount (as hereinafter defined).

            (d) The Option may be exercised by delivering  written notice to the
Company at its principal office on or before June 30, 2006. No exercise price is
payable  with  respect  to  such  exercise.   A  certificate  or  certificate(s)
representing the shares of Common Stock covered by such Option exercise shall be
issued as soon as practicable thereafter.

            (e) If the Company shall issue any additional shares of Common Stock
by way of a stock dividend on, or split-up, subdivision, or reclassification of,
its outstanding shares of Common Stock, or the like prior to the exercise of the
Option, then the number of shares subject to the Option shall be proportionately
adjusted.  Such adjustments  shall be made successively each time so required by
the terms of this subparagraph (e).

            (f) If there  shall be any  capital  reorganization,  consolidation,
merger or other reorganization of the Company with any other entity or entities,
or any sale of all or substantially all of the Company's  property and assets to
any other entity or entities prior to exercise of the Option,  the Company shall
take  appropriate  action to enable  Matthews  to  receive  upon any  subsequent
exercise of such  Option,  in whole or in part,  in lieu of any shares of Common
Stock of the  Company,  the shares,  securities,  or other assets which he would
have received if such exercise had been effected immediately before such capital
reorganization, consolidation, merger, or other reorganization.

            (g) The Company shall at all times  maintain a sufficient  number of
authorized but unissued shares of Common Stock to satisfy its obligations  under
this Agreement.

            (h) The Company shall use reasonable  commercial  efforts to satisfy
any employment or other requirement necessary to obtain such debt forgiveness or
such lender's agreement not to require repayment, but shall have no liability to
Matthews under this  Paragraph 4 for its failure to satisfy such  requirement in
spite of such efforts.


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<PAGE>


            (i) No  adjustment  shall be made under  subparagraph  (e) or (f) of
this  Paragraph  4 by reason of the  issuance  of shares of Common  Stock of the
Company for cash,  property or  services,  by way of stock  options or warrants,
subscription rights or otherwise.  However,  the provisions of this subparagraph
(i) shall not affect the operation of Paragraph 8.

            (j) "Measuring  Amount" means Two Dollars Fifty Cents ($2.50) or the
Weighted  Average  Amount  determined  pursuant  to the  terms of  Paragraph  8,
whichever is lower.

            (k) The provisions of this Paragraph 4 shall survive  termination of
the Agreement.

         5.  Company  Representations.  The Company  represents  and warrants to
Matthews as follows:

            (a) The Company  has the power to  execute,  deliver and perform its
obligations  pursuant to this Agreement,  and has taken all necessary  action to
authorize  the  execution,  delivery  and  performance  by the  Company  of this
Agreement.

            (b) The execution and delivery of this  Agreement and  compliance by
the  Company  with  the  terms  and  provisions  hereof  or of any of the  other
agreements  or  instruments  referred  to herein do not and will not violate any
provision of any existing law or  regulation  or any writ or decree of any court
or  governmental  instrumentality,  or any  agreement or instrument to which the
Company  is a party or  which is  binding  upon it or its  assets,  and will not
result in the creation or imposition of any lien,  security interest,  charge or
encumbrance  of any  nature  whatsoever  upon  or in any of its  assets;  and no
consent of any other party, and no consent,  license,  approval or authorization
of or  registration  (other  than the  possible  requirement  that  the  Company
register  to do business in the State of  Connecticut  in order to enforce  this
Agreement) or declaration with any governmental bureau or agency, is required in
connection   with   the   execution,   delivery,   performance,   validity   and
enforceability  of this  Agreement;  and this Agreement is the legal,  valid and
binding obligation of the Company, enforceable in accordance with its terms.

            (c) The  Company is a  Pennsylvania  corporation  having  authorized
capital stock consisting  solely of 50,000,000 shares of voting common stock, of
which Eleven  Million Three Hundred Ten Thousand Six Hundred Forty  (11,310,640)
shares are issued and  outstanding.  Upon issuance of the shares  referred to in
this  Agreement  to be  issued to  Matthews,  all of such  shares  shall be duly
authorized,  validly  issued,  fully  paid  and  nonassessable.   There  are  no
outstanding options, puts, calls or warrants to acquire any stock of the Company
except as set forth on Annex A attached hereto.

         6. Matthews'  Representations.  Matthews represents and warrants to the
Company as follows:


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<PAGE>

            (a) The shares of Common  Stock of the Company to be acquired by him
pursuant to the terms of this Agreement  (collectively,  the "Shares") are being
acquired by him for investment and not with a view to the distribution or resale
thereof;

            (b) In connection with the acquisition of the Shares,  he has relied
solely  on  investigations  made by  him,  and he  acknowledges  that he has had
sufficient  time to conduct the due diligence he deems necessary to evaluate the
potential benefits and risks associated with the acquisition of the Shares;

            (c) He  understands  that the Shares to be  acquired by him have not
been  registered  under  the  Securities  Act of 1933  (the  "Act") or under the
securities  laws of any  state  and,  therefore,  cannot  be  sold or  otherwise
transferred  unless  they are  registered  under  the Act and  applicable  state
securities laws or unless an exemption from registration is available;

            (d)  He   understands   that  he  has  no  right  to  require   such
registration,  and hereby agrees that he will not sell or otherwise transfer the
Shares  acquired  by him until such time,  if ever,  that such Shares are either
registered  or qualified  under  applicable  law or the Company  receives to its
satisfaction  an opinion of counsel (unless waived by the Company) to the effect
that an exemption from registration and qualification is available;

            (e) He has read the definition of "accredited investor" contained in
Rule 501  promulgated  under the Act, a copy of which has been given to him, and
that he is an "accredited investor" in accordance with such definition;

            (f)  He  has  been  provided  access  to all  information  which  he
requested to evaluate his prospective acquisition of the Shares;

            (g) He has been  given and has  acted  upon the  opportunity  to ask
questions of and to receive  answers from the Company  relating to the Company's
operations and to his contemplated  acquisition of the Shares, and to obtain any
additional  information necessary to verify the accuracy of the information made
available to him;

            (h) He has received and reviewed the Company's financial  statements
at  December  31, 1999 and for the period from  inception  through  such date as
audited  by Larson,  Allen,  Weishair & Co.,  LLP and the  internally  prepared,
unaudited  financial  statements  of the  Company at August 31, 2000 and for the
eight months then ended, which he acknowledges are subject to year-end and other
audit adjustments;

            (i) He is  domiciled in the State of  Connecticut  and has a mailing
address of 59 Elm Street, New Haven, CT 06510; and

            (j) His Social Security number is ###-##-####.

         7. Break-Up Fee. In the event that, prior to the completion of the Debt
Financing  and prior to the  termination  of this  Agreement,  more than  Thirty
Percent (30%) of the Company's  outstanding shares of Common Stock shall be sold
in a single  transaction or series of


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<PAGE>

related  transactions  (excluding any such shares sold directly or indirectly by
Matthews) or the Company  shall be merged or  consolidated  with another  entity
such that the  shareholders  of the  Company  immediately  before such merger or
consolidation  own less than Fifty Percent (50%) of the voting securities of the
surviving  corporation after such merger or consolidation,  or the Company shall
sell  all  or  substantially  all  of  the  Company's  assets,   Matthews  shall
immediately receive the shares set forth in Paragraph 1(e) hereof.

         8. Anti-Dilution.

            (a) If the Company  issues (the "Share  Issuance") any shares of its
capital stock without  consideration or for a consideration  per share less than
Two Dollars Fifty Cents ($2.50) at any time after Matthews  becomes  entitled to
receive the shares set forth in Paragraph 1(e) (whether  pursuant to Paragraph 3
or 7 or otherwise),  then and in such event the number of shares  Matthews shall
be entitled to receive  pursuant  to each of  Paragraphs  1(d) and 1(e) shall be
increased to the quotient of Two Million Seven Hundred  Fifty  Thousand  Dollars
($2,750,000)  divided by the Weighted Average Amount (as defined below). (If any
shares have already been  delivered  to Matthews  pursuant to Paragraph  1(d) or
1(e) prior to Matthews' retroactively becoming entitled to such an increase then
only such  increased  number shall  subsequently  be delivered to Matthews.) All
shares  to  which  Matthews  becomes  entitled  pursuant  to the  terms  of this
Paragraph 8 shall be delivered to him simultaneously with the Share Issuance.

            (b)  The  "Weighted  Average  Amount"  shall  mean a  fraction,  the
numerator  of which is the sum of Five  Million  Dollars  ($5,000,000)  plus the
aggregate   consideration  received  in  all  such  Share  Issuances,   and  the
denominator  of which is the sum of Two Million  (2,000,000)  plus the number of
shares of Common Stock of the Company issued in all such Share Issuances.

            (c) If the Company  issues  shares  without  consideration  or for a
consideration  per  share  less than One  Dollar  ($1.00)  at any time  prior to
January 1, 2002,  then and in such event the number of shares  Matthews shall be
entitled to receive pursuant to Paragraph 2 shall be increased to the product of
Three Hundred Thousand (300,000) shares multiplied by a fraction,  the numerator
of  which is the sum of  300,000  plus  the  number  of  shares  issued  without
consideration  or for a consideration  of less than One Dollar ($1.00) per share
and  the  denominator  of  which  is the  sum of  $300,000  plus  the  aggregate
consideration  received for such shares issued  without  consideration  or for a
consideration  of less than One Dollar  ($1.00)  per share.  (If any shares have
already been  delivered  to Matthews  pursuant to Paragraph 2 prior to Matthews'
retroactively  becoming  entitled to such an increase,  then only such increased
number shall subsequently be delivered to Matthews.)

            (d) The provisions of this Paragraph 8 shall survive  termination of
this Agreement.

         9.  Information.  The Company agrees that all information  furnished to
Matthews  shall be accurate and  complete in all  material  respects and that if
such information,  in whole or in part, shall become  inaccurate,  misleading or
incomplete, the Company shall promptly so advise Matthews in writing and correct
such information. Accordingly, the Company recognizes and confirms that Matthews
assumes no  responsibility  for the accuracy or completeness of such


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<PAGE>

information  and that,  in rendering  his services  hereunder,  Matthews will be
using  and  relying  upon  such  information  without  independent  verification
thereof.

         10. Indemnification.

            (a) The Company  agrees to hold  Matthews  harmless from and against
all  claims,  liabilities,  losses,  damages and  expenses as they are  incurred
(including  reasonable fees to Matthews'  counsel)  related to or arising out of
this  Agreement or Matthews'  role in  connection  therewith  except for actions
taken by Matthews which have not been specifically  authorized hereunder,  which
are in contravention of any written  direction of the Company,  or which violate
any obligation of Matthews hereunder. Notwithstanding the foregoing, the Company
shall have no  obligation  to reimburse  Matthews for the fees of his counsel in
connection with any bona fide dispute between them arising under this Agreement.
The Company's  obligations under this Paragraph 10 shall survive  termination or
expiration of this Agreement.

            (b)  Matthews  shall  and  hereby  agrees to hold the  Company,  its
directors and  officers,  jointly and  severally,  harmless from and against all
claims,  liabilities,   losses,  damages  and  expenses  as  they  are  incurred
(including  reasonable  fees to the  attorneys of the  foregoing)  related to or
arising out of any material  misrepresentation or material  misstatement made by
Matthews   hereunder   or  in   representing   the  Company   pursuant   hereto.
Notwithstanding  the  foregoing,  Matthews shall have no obligation to reimburse
the Company for the fees of its counsel in connection with any bona fide dispute
between them arising  under this  Agreement.  Matthews'  obligations  under this
Paragraph 10 shall survive termination or expiration of this Agreement

         11.  Successors and Assigns.  This Agreement  shall be binding upon the
parties and their respective heirs, successors and assigns.

         12.  Governing Law. This Agreement shall be governed by the laws of the
State of Connecticut.

         13. Board Observation Rights.

            (a) As long as Matthews is a shareholder of the Company, the Company
shall  notify  Matthews at the same time as the Company  notifies the members of
its Board of  Directors of the date of each meeting of the Board of Directors of
the Company or a meeting of a committee thereof, and Matthews shall be permitted
to attend  (or  appoint a  representative  to  attend)  each such  meeting as an
observer.  Matthews shall receive the same information  provided to the Board of
Directors.

            (b)  Matthews   acknowledges   that,  as  a  result  of  such  board
observations  rights or as a result of his  ownership of shares of Common Stock,
he may  become  privy to  certain  material  non-public  information  about  the
Company.  Matthews  covenants  and  agrees  that he  will  abide  by  applicable
securities law limitations on his ability to purchase and sell shares of








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Company Common Stock as a result of the possession of any such information,  and
shall not,  directly or indirectly,  disclose any such information to any person
if such disclosure would violate any applicable securities laws.

         14.   Counterpart   Signatures.   This   Agreement  may  be  signed  in
counterparts  and shall be effective when one or more  counterparts  bear(s) the
signatures of both parties.

         IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day
and year first above written.

                                           PINNACLE FOODS, INC.


                                  By:      ________________________________
                                           Michael Queen, President



                                           ___________________________(SEAL)
                                           Robert V. Matthews

















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                                     Annex A

                             Company Capitalization

Options

Date Issued                    Number of Shares         Exercise Price Per Share

December 10, 1999                    50,000                    $0.16
August 1, 2000                      400,000                     0.16
August 1, 2000                      350,000                     0.30
August 1, 2000                      450,000                     0.33
August 1, 2000                      163,000                     1.00
                                    -------
                                  1,413,000
                                  =========


Convertible Debentures

Date                                Face Amount               Conversion Price

July 31, 2000                       $370,239.66                       $0.75
September 20, 2000                   100,000.00                        1.25
September 22, 2000                   200,000.00                        1.25
September 27, 2000                    50,000.00                        1.25
                                    -----------
                                    $720,239.66
                                    ===========

Other Loans

Date                                Face Amount          Special Provisions

June 29, 2000                       $400,000 *           Equity Kickers Issuable
                                                         with Cash Interest




*    $300,000  of this  amount  is  being  modified  pursuant  to the  terms  of
     Paragraph 2 of this Agreement.












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