Exhibit 10.19

                             CONTRIBUTION AGREEMENT


                  THIS CONTRIBUTION AGREEMENT (the "Agreement") is made this
27th day of December, 2002, by and among SMITHFIELD FOODS, INC., a Virginia
corporation ("Smithfield"), ELLIS M. SHORE, an individual, MICHAEL D. QUEEN, an
individual (Ellis M. Shore and Michael D. Queen are collectively referred to as
the "Shareholders") and PENNEXX FOODS, INC. (formerly known as PINNACLE FOODS,
INC.), a Pennsylvania corporation ("Pennexx").

                                   BACKGROUND:

                  WHEREAS,  Smithfield  purchased  from Pennexx and Pennexx sold
and issued to Smithfield  13,003,494  shares of Pennexx common stock,  par value
$0.01 per share ("Pennexx Common Stock") pursuant to that certain Stock Purchase
Agreement dated May 31, 2001 (the "Stock Purchase Agreement");

                  WHEREAS,  the  intent of the  parties in  executing  the Stock
Purchase  Agreement was for Smithfield to acquire exactly fifty percent (50%) of
the equity  interests of Pennexx  through the issuance and sale to Smithfield of
that number of shares of Pennexx  Common  Stock equal to the number of shares of
Pennexx Common Stock issued and outstanding immediately prior to consummation of
the transactions contemplated by the Stock Purchase Agreement;

                  WHEREAS,  Pennexx discovered after the closing under the Stock
Purchase  Agreement that 493,333 shares of Pennexx Common Stock were erroneously
issued and outstanding as of May 31, 2001, and therefore Smithfield was sold and
issued  493,333 shares of Pennexx Common Stock in excess of the number of shares
of Pennexx Common Stock  representing  exactly fifty percent (50%) of the equity
interests of Pennexx as of May 31, 2001; and

                  WHEREAS,  Smithfield  desires to contribute  493,333 shares of
Pennexx  Common Stock to Pennexx and thereby cause  Smithfield to own 12,510,161
shares of Pennexx  Common  Stock,  the number of shares of Pennexx  Common Stock
representing exactly fifty percent (50%) of the outstanding Pennexx Common Stock
as of May 31, 2001.

                  NOW THEREFORE, for and in consideration of the premises and of
the mutual  covenants,  agreements,  representations  and  warranties  set forth
herein,  the parties  hereto,  intending to be legally  bound  hereby,  agree as
follows:

1.   Definitions. Capitalized terms used herein without definition shall have
     the respective meanings given to them in the Stock Purchase Agreement.

2.   Pennexx Common Stock Outstanding. Pennexx and Shareholders represent and
     warrant to Smithfield that the number of shares of Pennexx Common Stock
     outstanding on June 27, 2001 (the closing date of the Stock Purchase
     Agreement), exclusive of shares of Pennexx Common Stock owned by
     Smithfield, was 12,510,161. Subject to the

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     following sentence, Pennexx and Shareholders further represent and warrant
     to Smithfield that the number of shares of Pennexx Common Stock
     representing exactly fifty percent (50%) of the equity ownership of Pennexx
     as of the date of this Agreement is 13,510,161. Such number does not
     include 304,500 shares of Pennexx Common Stock that have been issued in the
     name of but not delivered to Robert Matthews, and which may be delivered to
     Mr. Matthews in cancellation of a former $300,000 obligation of Pennexx to
     Mr. Matthews and in connection with the settlement of certain litigation
     that Mr. Matthews has brought against Pennexx. If such shares of Pennexx
     Common Stock are ultimately delivered to Mr. Matthews, the parties agree
     that Smithfield will have right, for a period of thirty (30) days after
     notice of such delivery is given to Smithfield, to acquire 304,500 shares
     of Pennexx Common Stock for a purchase price of $300,000. If shares of
     Pennexx Common Stock are issued to Robert Matthews in settlement of such
     litigation in excess of 304,500 shares of Pennexx Common Stock, Smithfield
     shall also have the right, for a period of thirty (30) days after notice of
     such delivery is given to Smithfield, to purchase such excess number of
     shares of Pennexx Common Stock at a price of One Dollar ($1.00) per share.

3.   Contribution to Pennexx. In reliance upon the representations and
     warranties provided by Pennexx and Shareholders herein, and in order to
     reduce Smithfield's ownership of Pennexx Common Stock to exactly fifty
     percent (50%) of the outstanding equity interests of Pennexx as of May 31,
     2001, Smithfield shall and hereby agrees to contribute, transfer and assign
     its entire right, title and interest in and to 493,333 shares of Pennexx
     Common Stock to Pennexx. Smithfield and Pennexx shall take all appropriate
     steps to have the transfer agent for Pennexx deliver to Smithfield a
     certificate representing Smithfield's ownership of 12,510,161 shares of
     Pennexx Common Stock, and Smithfield shall tender for cancellation in
     exchange therefor and Pennexx shall cause to be cancelled, the certificate
     Smithfield currently holds representing ownership of 13,003,494 shares of
     Pennexx Common Stock together with such stock powers executed in blank as
     Pennexx may reasonably request.

4.   Further Assurances. Smithfield, Pennexx and Shareholders covenant to each
     other and agree that each will execute and deliver all such instruments,
     agreements or documents as may be necessary to evidence the transactions
     contemplated by this Agreement. Smithfield, Pennexx and Shareholders
     further covenant to each other and agree that if any party hereafter
     reasonably believes that an amendment to any document executed in
     connection with the Stock Purchase Agreement or this Agreement is necessary
     to carry out the intent of the Stock Purchase Agreement and this Agreement,
     then each party will execute and deliver all such instruments, agreements
     or documents as necessary to evidence any such reasonably requested
     amendment.

5.   Miscellaneous. This Agreement may be executed in any number of
     counterparts, each of which shall be deemed to be an original as against
     any party whose signature appears thereon, and all of which shall together
     constitute one and the same instrument. This Agreement shall become binding
     when one or more counterparts hereof, individually or taken together, shall
     bear the signatures of all the parties reflected hereon as the signatories.

6.   Governing Law. This Contribution Agreement shall be governed by the laws of
     the Commonwealth of Pennsylvania.

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         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed and delivered by their proper and duly authorized  officers,  as of the
date first above written.

Attest:                                   PENNEXX FOODS, INC.


  /s/ Joesph Beltrami                     By:/s/ Michael D. Queen
---------------------                     ---------------------------
                                          Title:  President

[Corporate Seal]


Attest:                                   SMITHFIELD FOODS, INC.


                                          By:      /s/ Michael H. Cole
---------------------                     --------------------------------
                                          Title:  Secretary and Associate
                                                  General Counsel
[Corporate Seal]


Witness:


 ----------------------                   /s/ Ellis M. Shore        (Seal)
                                          --------------------------------
                                          Ellis M. Shore


Witness:


  /s/ Joesph Beltrami                     /s/ Michael D. Queen  (Seal)
---------------------                     --------------------------------
                                          Michael D. Queen

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