Exhibit 2.1



                       AGREEMENT AND PLAN OF MERGER


                               by and among


                         FOODBRANDS AMERICA, INC.

                                    AND

                                 IBP, inc.

                                   AND 

                               IBP SUB, INC.




                               Dated as of 

                              March 25, 1997
                             TABLE OF CONTENTS


                                                                       Page

ARTICLE  I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.1       The Offer . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.2       Company Action. . . . . . . . . . . . . . . . . . . . . . .4
     1.3       Board of Directors of the Company . . . . . . . . . . . . .5

ARTICLE II     THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . .6
     2.1       The Merger. . . . . . . . . . . . . . . . . . . . . . . . .6
     2.2       Effect of Merger. . . . . . . . . . . . . . . . . . . . . .7
               (a)Name of Surviving Corporation. . . . . . . . . . . . . .7
               (b)Certificate of Incorporation . . . . . . . . . . . . . .7
               (c) Bylaws. . . . . . . . . . . . . . . . . . . . . . . . .7
               (d)Corporate Organization . . . . . . . . . . . . . . . . .7
               (e)Directors and Officers . . . . . . . . . . . . . . . . .8
               (f)Closing. . . . . . . . . . . . . . . . . . . . . . . . .8
               (g)Filing of Certificate of Merger;
                     Effective Date and Effective Time . . . . . . . . . .8
     2.3       Conversion of Shares. . . . . . . . . . . . . . . . . . . .8
     2.4       Dissenters' Rights. . . . . . . . . . . . . . . . . . . . .9
     2.5       Payment for Shares; Surrender of Certificates . . . . . . .9
     2.6       Stock Options . . . . . . . . . . . . . . . . . . . . . . 11
     2.7       Lost Certificates . . . . . . . . . . . . . . . . . . . . 12
     2.8       Closing of Company Transfer Books . . . . . . . . . . . . 12
     2.9       Further Assurances. . . . . . . . . . . . . . . . . . . . 12

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . 13
     3.1       Organization of the Company . . . . . . . . . . . . . . . 13
     3.2       Authorization . . . . . . . . . . . . . . . . . . . . . . 13
     3.3       Capitalization of the Company . . . . . . . . . . . . . . 14
     3.4       Subsidiaries of the Company . . . . . . . . . . . . . . . 15
     3.5       Undisclosed Liabilities . . . . . . . . . . . . . . . . . 16
     3.6       Absence of Certain Changes or Events. . . . . . . . . . . 16
     3.7       Title to Assets, Etc. . . . . . . . . . . . . . . . . . . 18
     3.8       Condition of Tangible Assets. . . . . . . . . . . . . . . 18
     3.9       Contracts and Commitments . . . . . . . . . . . . . . . . 19
     3.10      No Conflict or Violation; Third Party Consents. . . . . . 20
     3.11      Consents and Approvals. . . . . . . . . . . . . . . . . . 20
     3.12      Compliance with Law . . . . . . . . . . . . . . . . . . . 20
     3.13      Brokers . . . . . . . . . . . . . . . . . . . . . . . . . 21
     3.14      No Other Agreements to Sell the Company . . . . . . . . . 21
     3.15      Intellectual Property . . . . . . . . . . . . . . . . . . 21
     3.16      Employee Benefit Plans. . . . . . . . . . . . . . . . . . 22
     3.17      Tax Matters . . . . . . . . . . . . . . . . . . . . . . . 23
     3.18      SEC Documents . . . . . . . . . . . . . . . . . . . . . . 24
     3.19      Environmental Matters . . . . . . . . . . . . . . . . . . 25
     3.20      Proxy Statement; Information Statement. . . . . . . . . . 27
     3.22      Vote Required . . . . . . . . . . . . . . . . . . . . . . 28
     3.23      Opinion of Financial Advisor. . . . . . . . . . . . . . . 28

ARTICLE IV     REPRESENTATIONS AND WARRANTIES OF THE PARENT AND
               THE PURCHASER . . . . . . . . . . . . . . . . . . . . . . 28
     4.1       Organization. . . . . . . . . . . . . . . . . . . . . . . 28
     4.2       Authorization . . . . . . . . . . . . . . . . . . . . . . 29
     4.3       Consents and Approvals. . . . . . . . . . . . . . . . . . 29
     4.4       No Conflict or Violation; Third Party Consents. . . . . . 29
     4.5       No Brokers. . . . . . . . . . . . . . . . . . . . . . . . 30
     4.6       Proxy Statement; Information Statement. . . . . . . . . . 30
     4.7       Share Ownership . . . . . . . . . . . . . . . . . . . . . 31
     4.8       Financing . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE V      ACTIONS BY THE COMPANY, THE PARENT
               AND THE PURCHASER PRIOR TO THE EFFECTIVE DATE . . . . . . 31
     5.1       Maintenance of Business . . . . . . . . . . . . . . . . . 31
     5.2       Certain Prohibited Transactions . . . . . . . . . . . . . 31
     5.3       Investigation by the Parent and the Purchaser . . . . . . 34
     5.4       Consents and Reasonable Best Efforts. . . . . . . . . . . 35
     5.5       Notification of Certain Matters.. . . . . . . . . . . . . 36
     5.6       Stockholders' Meeting; Board Recommendations;
                Proxy Material . . . . . . . . . . . . . . . . . . . . . 36
     5.7       Information Statement . . . . . . . . . . . . . . . . . . 38

ARTICLE VI     CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . 41
     6.1       Conditions to Each Party's Obligation to Effect
                the Merger . . . . . . . . . . . . . . . . . . . . . . . 41
     6.2       Conditions to Obligation of the Parent to Effect
                the Merger . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE VII    ADDITIONAL COVENANTS OF THE COMPANY, THE PARENT
               AND THE PURCHASER . . . . . . . . . . . . . . . . . . . . 42
     7.1       Employee Benefits . . . . . . . . . . . . . . . . . . . . 42
     7.2       Officers' and Directors' Insurance;
                Indemnification. . . . . . . . . . . . . . . . . . . . . 43
     7.3       Transition Agreements . . . . . . . . . . . . . . . . . . 44
     7.4       Restructuring of Transaction. . . . . . . . . . . . . . . 45

ARTICLE VIII   MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 45
     8.1       Termination . . . . . . . . . . . . . . . . . . . . . . . 45
     8.2       Effect of Termination . . . . . . . . . . . . . . . . . . 46
     8.3       No Survival of Representations, Warranties
                and Covenants. . . . . . . . . . . . . . . . . . . . . . 46
     8.4       Assignment. . . . . . . . . . . . . . . . . . . . . . . . 47
     8.5       Notices . . . . . . . . . . . . . . . . . . . . . . . . . 47
     8.6       Choice of Law . . . . . . . . . . . . . . . . . . . . . . 49
     8.7       Entire Agreement; Amendments and Waivers. . . . . . . . . 49
     8.8       Schedules . . . . . . . . . . . . . . . . . . . . . . . . 49
     8.9       No Third Party Beneficiary. . . . . . . . . . . . . . . . 50
     8.10      Counterparts. . . . . . . . . . . . . . . . . . . . . . . 50
     8.11      Invalidity. . . . . . . . . . . . . . . . . . . . . . . . 50
     8.12      Headings. . . . . . . . . . . . . . . . . . . . . . . . . 50
     8.13      Publicity . . . . . . . . . . . . . . . . . . . . . . . . 50

Annex A


                                 Exhibits

Exhibit "A"         Tender Agreements

Exhibit "B"         Charter Amendment

<PAGE>
                                DEFINITIONS

     The following terms are defined in the Sections indicated and shall have
the meanings ascribed to them therein unless the context clearly indicates
otherwise.

                                                                 Defined in
Term                                                              Section  

"Acquisition Proposal" . . . . . . . . . . . . . . . . . . . . . . . . .5.8
"Antitrust Improvements Act" . . . . . . . . . . . . . . . . . . .     3.11
"Assets" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3.7
"Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.5
"CERCLA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3.19(a)
"CERCLIS". . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3.19(c)
"Certificate of Amendment" . . . . . . . . . . . . . . . . . . . . . 3.2(c)
"Certificate of Merger"  . . . . . . . . . . . . . . . . . . . . .   2.2(g)
"Charter Amendment". . . . . . . . . . . . . . . . . . . . . . . . . 3.2(c)
"Closing"  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.2(f)
"Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3.16
"Common Stock" . . . . . . . . . . . . . . . . . . . . . . . . . .   2.3(a)
"Company Disclosure Letter". . . . . . . . . . . . . . . . . . . . . . .3.3
"Company Permits". . . . . . . . . . . . . . . . . . . . . . .         3.12
"Company SEC Documents"  . . . . . . . . . . . . . . . . . . . . .     3.18
"Confidentiality Agreement". . . . . . . . . . . . . . . . . . . . . . .8.7
"Constituent Corporations" . . . . . . . . . . . . . . . . . . . .      2.1
"Delaware Law" . . . . . . . . . . . . . . . . . . . . . . . . . .      2.1
"Disbursing Agent" . . . . . . . . . . . . . . . . . . . . . . . .      2.5
"Dissenters' Shares" . . . . . . . . . . . . . . . . . . . . . . .      2.4
"Effective Date" . . . . . . . . . . . . . . . . . . . . . . . . .   2.2(g)
"Effective Time" . . . . . . . . . . . . . . . . . . . . . . . . .   2.2(g)
"Employment Agreements". . . . . . . . . . . . . . . . . . . . . . . 7.1(a)
"Encumbrances" . . . . . . . . . . . . . . . . . . . . . . . . . .      3.7
"Environmental Laws" . . . . . . . . . . . . . . . . . . . . . . .  3.19(a)
"ERISA"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3.16
"Exchange Act" . . . . . . . . . . . . . . . . . . . . . . . . . .      1.1
"Expenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.10(c)
"Financial Statements" . . . . . . . . . . . . . . . . . . . . . .      3.5
"FINDS". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3.19(c)
"Governmental Entity". . . . . . . . . . . . . . . . . . . . . . . . . 3.11
"Hazardous Material" . . . . . . . . . . . . . . . . . . . . . . .  3.19(b)
"Indemnified Parties"  . . . . . . . . . . . . . . . . . . . . . .   7.2(a)
"Information Statement". . . . . . . . . . . . . . . . . . . . . . . . .5.7
"Intellectual Property". . . . . . . . . . . . . . . . . . . . .       3.15
"Investment Banker". . . . . . . . . . . . . . . . . . . . . . . .      4.5
"JLL". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   Recitals
"Licenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.15
"Material Adverse Change". . . . . . . . . . . . . . . . . . . . . . . .3.1
"Material Adverse Effect". . . . . . . . . . . . . . . . . . . . . . . .3.1
"Merger" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2.1
"Merger Consideration" . . . . . . . . . . . . . . . . . . . . . . . 2.3(a)
"Minimum Condition". . . . . . . . . . . . . . . . . . . . . . . . .Annex A
"Morgan Stanley" . . . . . . . . . . . . . . . . . . . . . . . . .     3.13
"NOLs" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.17
"Notice of a Superior Proposal". . . . . . . . . . . . . . . . . . . . .5.8
"Offer". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1(a)
"Offer Documents". . . . . . . . . . . . . . . . . . . . . . . . . . .1.(b)
"Offer to Purchase". . . . . . . . . . . . . . . . . . . . . . . .   1.1(a)
"OSHA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3.19(a)
"Option Settlement Amount" . . . . . . . . . . . . . . . . . . . .      2.6
"Parent Companies" . . . . . . . . . . . . . . . . . . . . . . . . . . .5.6
"Patents". . . . . . . . . . . . . . . . . . . . . . . . . . . .       3.15
"Pension Plans". . . . . . . . . . . . . . . . . . . . . . . . . .     3.16
"Personnel"  . . . . . . . . . . . . . . . . . . . . . . . . . . .   3.6(b)
"Plans". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3.16
"Preferred Stock". . . . . . . . . . . . . . . . . . . . . . . . .      3.3
"Proxy Statement". . . . . . . . . . . . . . . . . . . . . . . . .   5.6(c)
"RCRA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3.19(a)
"SEC"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.1(b)
"Shares" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1(a)
"Share Price"  . . . . . . . . . . . . . . . . . . . . . . . . . .   2.3(a)
"Special Meeting". . . . . . . . . . . . . . . . . . . . . . . . .   5.6(a)
"Stock Option Plans" . . . . . . . . . . . . . . . . . . . . . . .      2.6
"Subsidiary" or "Subsidiaries" . . . . . . . . . . . . . . . . . .      3.4
"Superior Proposal". . . . . . . . . . . . . . . . . . . . . . . . . . .5.8
"Surviving Corporation"  . . . . . . . . . . . . . . . . . . . . .      2.1
"Takeover Proposal". . . . . . . . . . . . . . . . . . . . . . .    5.10(c)
"Tender Agreements". . . . . . . . . . . . . . . . . . . . . . .   Recitals
"Termination Fee". . . . . . . . . . . . . . . . . . . . . . . . . .5.10(b)
"Trademarks" . . . . . . . . . . . . . . . . . . . . . . . . . .       3.15
"Transition Agreements". . . . . . . . . . . . . . . . . . . . . .      7.3
"Warrant Agreement". . . . . . . . . . . . . . . . . . . . . . . . . . .3.3
"Welfare Plans"  . . . . . . . . . . . . . . . . . . . . . . . . .     3.16

<PAGE>
                       AGREEMENT AND PLAN OF MERGER


     This Agreement and Plan of Merger, dated as of March 25, 1997 (the
"Agreement") is by and
among Foodbrands America, Inc., a Delaware corporation (the "Company"), IBP,
inc., a Delaware
corporation (the "Parent"), and IBP Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of
the Parent (the "Purchaser").

                           W I T N E S S E T H :

     WHEREAS, the respective Boards of Directors of the Parent, Purchaser and
the Company have each approved the acquisition of the Company by the Parent
upon the terms and subject to the
conditions set forth in this Agreement;

     WHEREAS, to induce the Parent and the Purchaser to enter into this
Agreement, each of
Joseph Littlejohn & Levy Fund, L.P., Joseph Littlejohn & Levy Fund II, L.P.
(collectively, "JLL") and The
Airlie Group L.P. are concurrently entering into a Tender Agreement with the
Parent and the Purchaser in
the form attached hereto as Exhibit A (each a "Tender Agreement" and
collectively, the "Tender
Agreements"), each of which Tender Agreements have been approved by the Board
of Directors of the
Company; and

     WHEREAS, the Parent, the Purchaser and the Company desire to make
certain
representations, warranties, covenants and agreements in connection with the
March 28, 1997 Offer and the Merger (each
as hereafter defined) and also to prescribe certain conditions to the Offer
and the Merger. 

     NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and
agreements herein contained, and intending to be legally bound hereby, the
Parent, the Purchaser and the
Company hereby agree as follows:

                                     
                                ARTICLE  I
                             THE TENDER OFFER

     1.1       The Offer.  

               (a) In accordance with the provisions of this Agreement and
provided that nothing
shall have occurred which would result in a failure of any of the conditions
set forth in Annex A, attached
hereto and made a part hereof, as promptly as practicable, and in no event
later than the fifth (5th) business
day following the date hereof, the Parent shall cause the Purchaser to, and
the Purchaser shall commence
(within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934,
as amended (the "Exchange
Act"), a tender offer (as it may be amended from time to time as permitted
hereunder, the "Offer") for all
of the issued and outstanding shares (the "Shares") of the Common Stock
(defined hereafter) at a price of
Twenty Three Dollars and Forty Cents ($23.40) per share net to the seller in
cash, without interest thereon
(such price or such higher price per share as may be paid in the Offer, being
referred to herein as the "Share
Price"), which Offer, and the obligation of the Purchaser to accept payment
and pay for Shares tendered
pursuant to the Offer, shall be in accordance with the terms of this
Agreement, subject to the conditions
set forth in Annex A hereto.  The Purchaser shall, subject only to the
satisfaction or waiver of the
conditions set forth on Annex A hereto, accept for payment and pay for all
Shares validly tendered and not
withdrawn pursuant to the Offer as soon as practicable after the expiration
of the Offer.  The Offer shall
be made by means of an offer to purchase (the "Offer to Purchase") containing
the terms set forth in this
Agreement, the Minimum Condition (as defined in Annex A hereto) and the other
conditions set forth in
Annex A hereto.  Notwithstanding the foregoing, the Purchaser expressly
reserves the right to increase the
price per Share payable in the Offer and make any other changes to the terms
or conditions of the Offer
(or waive in whole or in part, at the sole discretion of the Purchaser any of
such conditions), provided,
however, that the Purchaser will not, without the prior written consent of
the Company (such consent to
be authorized by the Board of Directors of the Company), (i) waive the
Minimum Condition, (ii) subject
to clause (z) of the proviso in the immediately following sentence, extend
the Offer if all of the Offer
conditions are satisfied or waived, (iii) decrease the Share Price, change
the form of consideration payable
in the Offer or decrease the number of Shares sought, (iv) impose additional
conditions to the Offer, (v)
waive the condition described in clause (x) of Annex A hereto or (vi) amend
the conditions of the Offer
or any other term of the Offer in any manner adverse to the holders of Shares
(other than insignificant
changes or amendments or other than to waive any condition).  The initial
expiration date of the Offer shall
be 20 business days following commencement of the Offer (such date and time,
as may be extended in
accordance with the terms hereof, is referred to as the "Expiration Date");
provided, however, and
notwithstanding anything in the foregoing to the contrary, it is understood
and agreed that the Purchaser
may, from time to time, in its sole discretion extend the Expiration Date,
but not beyond September 24,
1997, without the consent of the Company (x) if any of the conditions to the
Offer have not been satisfied,
for the minimum period of time necessary to satisfy such condition; (y) for
any period required by any
order, decree or ruling of, or any rule, regulation, interpretation or
position of, any Governmental Entity
(as hereafter defined) applicable to the Offer; or (z) for a period of not
more than five business days beyond
the latest expiration date that would otherwise be permitted under clause (x)
or (y) of this sentence solely
for the purpose of obtaining valid tenders (which are not withdrawn) of 90%
of the Shares.  A record holder
who validly tenders, and does not withdraw, pursuant to the Offer at least
500,000 shares of Common
Stock which such holder beneficially owns, may receive, upon acceptance of
such shares by the Purchaser
pursuant to the Offer, payment therefor by wire transfer of immediately
available funds to an account in
the United States designated in writing by such holder at the time such
shares are tendered pursuant to the
Offer.

               (b)  As soon as practicable on the date the Offer is
commenced, the Parent and the
Purchaser shall file with the United States Securities and Exchange
Commission (the "SEC") a Tender
Offer Statement on Schedule 14D-1 with respect to the Offer (together with
all amendments and
supplements thereto and including the exhibits thereto, the "Schedule
14D-1").  The Schedule 14D-1 will
include, as exhibits, the Offer to Purchase and a form of letter of
transmittal and summary advertisement
(collectively, together with any amendments and supplements thereto, the
"Offer Documents").  The Offer
Documents will comply as to form in all material respects with the provisions
of applicable federal
securities laws and, on the date filed with the SEC and on the date first
published, sent or given to the
Company's stockholders, shall not contain any untrue statement of a material
fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of
the circumstances under which they were made, not misleading, except that no
representation is made by
the Parent or the Purchaser with respect to information furnished by the
Company for inclusion or
incorporation by reference in the Offer Documents.  The information supplied
in writing by the Company
for inclusion or incorporation by reference in the Offer Documents and by the
Parent or the Purchaser for
inclusion or incorporation by reference in the Schedule 14D-9 (as hereinafter
defined) will not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were
made, not misleading.  Each of the Parent and the Purchaser will take all
steps necessary to cause the Offer
Documents to be filed with the SEC and to be disseminated to holders of the
Shares, in each case as and
to the extent required by applicable federal securities laws.  Each of the
Parent and the Purchaser, on the
one hand, and the Company, on the other hand, will promptly correct any
information provided by it for
use in the Offer Documents if and to the extent that it shall have become
false and misleading in any
material respect and the Purchaser will take all steps necessary to cause the
Offer Documents as so
corrected to be filed with the SEC and to be disseminated to holders of the
Shares, in each case as and to
the extent required by applicable federal securities laws.  The Company and
its counsel shall be given the
opportunity to review the Schedule 14D-1 before it is filed with the SEC.  In
addition, the Parent and the
Purchaser will provide the Company and its counsel in writing with any
comments, whether written or oral,
the Parent, the Purchaser or their counsel may receive from time to time from
the SEC or its staff with
respect to the Offer Documents promptly after the receipt of such comments. 
 

     1.2       Company Action.

               (a) The Company hereby approves of and consents to the Offer
and represents that
its Board of Directors has duly adopted resolutions approving the Offer, the
Merger, this Agreement, the
Tender Agreements and the acquisition of shares of Common Stock pursuant
thereto, has determined that
the Merger is advisable and that the terms of the Offer and the Merger are
fair to, and in the best interests
of, the Company's stockholders and has resolved to recommend acceptance of
the Offer and approval of
the Merger by the stockholders of the Company.  The Company hereby consents
to the inclusion in the
Offer Documents of the recommendation of the Board of Directors of the
Company described in this
Section 1.2(a), subject to the right of the Board of Directors of the Company
to withdraw or modify its
approval or recommendation of the Offer in accordance with Section 5.7(b)
hereof.

               (b)  Concurrently with the commencement of the Offer, the
Company shall file with
the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together
with all amendments and
supplements thereto and including the exhibits thereto, the "Schedule 14D-9")
which shall, subject to the
right of the Board of Directors of the Company to withdraw or modify its
approval or recommendation of
the Offer in accordance with Section 5.7(b) hereof, contain the
recommendation referred to in Section
1.2(a) hereof.  The Schedule 14D-9 will comply in all material respects with
the provisions of applicable
federal securities laws and, on the date filed with the SEC and on the date
first published, sent or given to
the Company's stockholders, shall not contain any untrue statement of a
material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of
the circumstances under which they were made, not misleading, except that no
representation is made by
the Company with respect to information furnished by the Parent or the
Purchaser for inclusion or
incorporation by reference in the Schedule 14D-9.  The Company further agrees
to take all steps necessary
to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated
to holders of the Shares, in
each case as and to the extent required by applicable federal securities
laws.  Each of the Company, on the
one hand, and the Parent and the Purchaser, on the other hand, agrees
promptly to correct any information
provided by it for use in the Schedule 14D-9 if and to the extent that it
shall have become false and
misleading in any material respect and the Company further agrees to take all
steps necessary to cause the
Schedule 14D-9 as so corrected to be filed with the SEC and to be
disseminated to holders of the Shares,
in each case as and to the extent required by applicable federal securities
laws.  The Parent and its counsel
shall be given the opportunity to review the Schedule 14D-9 before it is
filed with the SEC.  In addition,
the Company agrees to provide the Parent, the Purchaser and their counsel
with any comments, whether
written or oral, that the Company or its counsel may receive from time to
time from the SEC or its staff
with respect to the Schedule 14D-9 promptly after the receipt of such
comments or other communications. 
The Company has been advised by each of its directors that as of the date
hereof each such person intends
to tender all of the shares of Common Stock owned by such person pursuant to
the Offer.

               (c)  In connection with the Offer, the Company will promptly
furnish or cause to
be furnished to the Purchaser mailing labels, security position listings and
any available listing or computer
file containing the names and addresses of all record holders of the Shares
as of a recent date, and shall
furnish the Purchaser with such additional information (including, but not
limited to, updated lists of
holders of the Shares and their addresses, mailing labels and lists of
security positions) and assistance as
the Purchaser or its agents may reasonably request in communicating the Offer
to the record and beneficial
holders of the Shares.  Except for such steps as are necessary to disseminate
the Offer Documents, the
Parent and the Purchaser shall hold in confidence the information contained
in any of such labels and lists
and the additional information referred to in the preceding sentence, will
use such information only in
connection with the Offer and the Merger, and, if this Agreement is
terminated, will upon request of the
Company deliver or cause to be delivered to the Company all copies of such
information then in its
possession or the possession of its agents or representatives. 

     1.3       Board of Directors of the Company.

               (a)  Promptly upon the purchase of and payment for any Shares
by the Parent or
any of its subsidiaries which represents at least a majority of the
outstanding Shares (on a fully diluted
basis), the Parent shall be entitled to designate such number of directors,
rounded up to the next whole
number, on the Board of Directors of the Company as is equal to the product
of the total number of
directors on such Board (giving effect to the directors designated by the
Parent pursuant to this sentence)
multiplied by the percentage that the number of Shares so accepted for
payment bears to the total number
of Shares then outstanding.  In furtherance thereof, the Company shall, upon
request of the Purchaser, use
its best efforts promptly either to increase the size of its Board of
Directors or secure the resignations of
such number of its incumbent directors, or both, as is necessary to enable
the Parent's designees to be so
elected to the Company's Board, and shall take all actions available to the
Company to cause the Parent's
designees to be so elected.  At such time, the Company shall also cause
persons designated by the Parent
to constitute at least the same percentage (rounded up to the next whole
number) as is on the Company's
Board of Directors of (i) each committee of the Company's Board of Directors,
(ii) each board of directors
(or similar body) of each Subsidiary (as defined hereafter) of the Company,
and (iii) each committee (or
similar body) of each such board.  Notwithstanding the foregoing, until the
Effective Time (as defined
hereafter), the Company shall use all reasonable efforts to have at least two
members of the Board of
Directors who are neither officers of the Parent or designees, stockholders
or affiliates of the Parent. 
Subject to receipt by the Company from the Parent or the Purchaser of the
information referred to in the
penultimate sentence of this Section 1.3(a), the Company shall promptly take
all actions required pursuant
to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in
order to fulfill its
obligations under this Section 1.3(a), including mailing to stockholders the
information required by such
Section 14(f) and Rule 14f-1 as is necessary to enable the Parent's designees
to be elected to the Company's
Board of Directors.  The Parent or the Purchaser will supply the Company any
information with respect
to either of them and their nominees, officers, directors and affiliates
required by such Section 14(f) and
Rule 14f-1.  The provisions of this Section 1.3(a) are in addition to and
shall not limit any rights which the
Purchaser, the Parent or any of their affiliates may have as a holder or
beneficial owner of Shares as a
matter of law with respect to the election of directors or otherwise.

               (b)  From and after the time, if any, that the Parent's
designees constitute a majority
of the Company's Board of Directors and prior to the Effective Date (as
hereinafter defined), any
amendment of this Agreement by the Company, any termination of this Agreement
by the Company, any
extension of time for performance of any of the obligations of the Parent or
the Purchaser hereunder, any
waiver of any condition to the Company's obligations hereunder or any of the
Company's rights hereunder
or action to amend or otherwise modify the Company's Amended and Restated
Certificate of Incorporation
or Amended and Restated By-Laws may be effected only by the action of a
majority of the directors of the
Company then in office who were not officers of the Parent or designees,
stockholders or affiliates of the
Parent, which action shall be deemed to constitute the action of any
committee specifically designated by
the Board of Directors to approve the actions and transactions contemplated
hereby and the full Board of
Directors; provided, that if there shall be no such directors, such actions
may be effected by majority vote
of the entire Board of Directors of the Company.

                                ARTICLE II

                                THE MERGER

     2.1       The Merger.  At the Effective Time,  the Purchaser shall be
merged with and into the
Company (the "Merger") upon the terms and subject to the conditions
hereinafter set forth as permitted by
and in accordance with the provisions of Section 251 (or other applicable
provision) of the General
Corporation Law of the State of Delaware (the "Delaware Law").  The Company
and  the Purchaser are
sometimes referred to herein as the "Constituent Corporations."  The Company
shall be the surviving
corporation following the effectiveness of the Merger (sometimes referred to
herein as the "Surviving
Corporation").  Notwithstanding anything to the contrary herein, at the
election of the Parent, any direct
or indirect wholly-owned subsidiary of the Parent may be substituted for  the
Purchaser as a Constituent
Corporation in the Merger; provided, however, that such substitution shall
not impede or delay the
consummation of the transactions contemplated by this Agreement.  In such
event, the parties agree to
execute an appropriate amendment to this Agreement, in form and substance
reasonably satisfactory to the
Parent and the Company, in order to reflect such substitution.

     2.2       Effect of Merger.  The parties agree to the following
provisions with respect to the
Merger:

               (a)  Name of Surviving Corporation.  The name of the Surviving
Corporation from
and after the Effective Date shall be "Foodbrands America, Inc."

               (b)  Certificate of Incorporation.  The  Certificate of
Incorporation of the Purchaser
as in effect immediately prior to the Effective Date shall from and after the
Effective Date be the Certificate
of Incorporation of the Surviving Corporation until changed or amended in
accordance with the provisions
of applicable law.

               (c)  Bylaws.  The Bylaws of the Purchaser as in effect
immediately prior to the
Effective Date shall from and after the Effective Date be and continue to be
the Bylaws of the Surviving
Corporation until changed or amended as provided therein or the Certificate
of Incorporation of the
Surviving Corporation or in accordance with the provisions of applicable law.

               (d)  Corporate Organization.  The separate corporate existence
of the Purchaser
shall cease at the Effective Time.  All the rights, privileges, immunities
and franchises, of a public as well
as a private nature, and all property, real, personal and mixed, of each of
the Constituent Corporations, and
all debts due on whatever account to each of them, including subscriptions
for stock and other choses in
action belonging to each of them, shall be taken and deemed to be transferred
to and vested in the Surviving
Corporation in accordance with Delaware Law without further act or deed.  The
title to any real estate, or
any interest therein, vested in either of the Constituent Corporations shall
not revert or be in any way
impaired by reason of Merger.   The Surviving Corporation shall thenceforth
be responsible for all the
liabilities and obligations of each of the Constituent Corporations, with the
effect set forth in the Delaware
Law.  Any claim, action or proceeding existing or pending by or against any
of the Constituent
Corporations may be prosecuted as if the Merger had not taken place, or the
Surviving Corporation may
be substituted in its place.  The Surviving Corporation shall have all the
rights, privileges, immunities and
powers and shall be subject to all the duties and liabilities of a
corporation organized under the Delaware
Law, and neither the rights of creditors nor any liens upon the property of
the Purchaser or the Company
shall be impaired by the Merger.

               (e)  Directors and Officers.  The directors of the Purchaser
immediately prior to the
Effective Time will be the initial directors of the Surviving Corporation,
and the officers of the Company
immediately prior to the Effective Time will be the initial officers of the
Surviving Corporation, in each
case until the earlier of their resignation or removal or until their
successors are elected or appointed and
qualified.

               (f)  Closing.  The Merger shall be consummated and the closing
of this Agreement
(the "Closing") shall take place at the offices of Sidley & Austin, One First
National Plaza, Chicago,
Illinois 60603, or at such other place as the parties may mutually agree, no
later than the second business
day (the "Closing Date") after the satisfaction or waiver of the conditions
to the obligations of the parties
hereto set forth in Article VI hereof.

               (g)  Filing of Certificate of Merger; Effective Date and
Effective Time.  On the
Closing Date (or such other date as the Parent and the Company may agree) the
Parent, the Purchaser and
the Company shall cause a certificate of merger or, if applicable, a
certificate of ownership and merger (the
"Certificate of Merger") to be executed and filed with the Secretary of State
of the State of Delaware as
provided in the Delaware Law.  The Merger shall become effective on the date
and time at which the
Certificate of Merger shall have been duly filed with the Secretary of State
of the State of Delaware or at
such other time as the Parent, the Purchaser and the Company shall agree
should be specified in the
Certificate of Merger (the date and time the Merger becomes effective being
referred to herein respectively
as the "Effective Date" and the "Effective Time").

     2.3       Conversion of Shares.  By virtue of the Merger and without any
action on the part of
the Parent, the Purchaser or any stockholder of the Company, as of the
Effective Time pursuant to this
Agreement:

               (a)  Each share of common stock, $.01 par value per share, of
the Company (the
"Common Stock") then issued and outstanding immediately prior to the
Effective Time (other than shares
of Common Stock held by the Company as treasury stock or by any wholly-owned
subsidiary of the
Company or owned by the Parent, the Purchaser or any other subsidiaries of
the Parent and other than the
Dissenters' Shares (as defined in Section 2.4)) shall be cancelled and
converted into and become the right
to receive, upon surrender of the certificate representing such share an
amount in cash, without interest
thereon, equal to the Share Price (the "Merger Consideration");

               (b)  Each outstanding share of Common Stock held by the
Company as a treasury
share or by any wholly-owned subsidiary of the Company and any shares of
Common Stock owned by the
Parent,  the Purchaser or any other subsidiary of the Parent shall be
cancelled and retired and cease to exist
and no consideration shall be delivered in exchange therefor; and

               (c)  Each share of common stock, $.01 par value per share, of
the Purchaser then
issued and outstanding shall be converted into one fully paid and
nonassessable share of common stock,
par value $.01 per share, of the Surviving Corporation.

     2.4       Dissenters' Rights.  Each outstanding share of Common Stock
held by stockholders
who shall have properly exercised and perfected appraisal rights with respect
thereto under Section 262
of the Delaware Law ("Dissenters' Shares") shall not be cancelled and
converted into the right to receive
the Merger Consideration in cash, without interest, pursuant to the Merger,
but shall be entitled to receive
payment of the appraised value of such Dissenters' Shares in accordance with
provisions of such Section
262, except that any Dissenters' Shares held by a stockholder who fails to
perfect or withdraws his or her
demand for appraisal of such Dissenters' Shares or loses his or her right to
such payment shall be cancelled
and converted, as of the Effective Time, into the right to receive the Merger
Consideration.  The Company
will give the Parent prompt written notice of any demands received by the
Company for appraisals of
shares of Common Stock.  The Company shall not, except with the prior written
consent of the Parent,
make any payment with respect to any demands for appraisal or offer to settle
or settle any such demands.

     2.5       Payment for Shares; Surrender of Certificates.  In order that
the cash payments
provided for by Sections 2.3(a) and 2.6 hereof may be made, the Parent shall
cause Purchaser to deliver
to a bank or trust company designated by the Parent prior to the Effective
Time (herein referred to as the
"Disbursing Agent"), at or prior to the Effective Time, in trust for the
benefit of the holders of Common
Stock and persons entitled to any portion of the Option Settlement Amount (as
defined in Section 2.6),
cash, in immediately available funds, in an aggregate amount necessary to pay
the Merger Consideration
pursuant to Section 2.3(a) (determined as though there are no Dissenters'
Shares), plus the Option
Settlement Amount.  As soon as practicable after the Effective Time, the
Parent shall cause the Disbursing
Agent to mail (and to make available for collection by hand) to each record
holder of an outstanding
certificate or certificates which immediately prior to the Effective Time
represented shares of Common
Stock, a form letter of transmittal (which shall specify that delivery shall
be effected, and risk of loss and
title to the certificates shall pass, only upon actual delivery of the
certificates to the Disbursing Agent and
shall be in a form and have such other provisions as the Parent may
reasonably specify) and instructions
for use in effecting the surrender of such certificate or certificates for
payment therefor.  Such letter of
transmittal and instructions shall request that each such record holder shall
surrender such holder's
certificate or certificates to the Disbursing Agent promptly following the
Effective Date.  

     Upon surrender of a certificate formerly representing shares of Common
Stock, together with
a letter of transmittal duly completed and validly executed in accordance
with the instructions thereto, and
such other documents as may be reasonably required pursuant to such
instructions, the Disbursing Agent
shall promptly pay to the persons entitled thereto the amount to which such
persons are entitled.  No
interest will be paid or accrued on the cash payable upon the surrender of
any certificate or certificates (it
being understood that any interest earned on funds made available to the
Disbursing Agent pursuant to this
Agreement shall be turned over to the Parent).

     If payment is to be made to a person other than the person in whose name
the certificate so
surrendered is registered, it shall be a condition of payment that such
certificate shall be properly endorsed
or otherwise in proper form for transfer and that the person requesting such
payment shall pay any transfer
or other taxes required by reason of the delivery of such payment to a person
other than the registered
holder of such certificate or establish to the satisfaction of the Parent
that any such taxes have been paid
or are not applicable.  Until surrendered as contemplated by this Section
2.5, each certificate (other than
certificates representing Dissenters' Shares and certificates representing
any shares of Common Stock
owned by the Parent or any subsidiaries of the Parent, the Company or any
wholly-owned subsidiary of
the Company) shall be deemed at any time after the Effective Date to
represent only the right to receive
upon such surrender the amount of cash, without interest, into which the
shares of Common Stock
theretofore represented by such certificate shall have been converted
pursuant to Section 2.3(a). 
Notwithstanding the foregoing, none of the Disbursing Agent, the Surviving
Corporation or any party
hereto shall be liable to a former stockholder of the Company for any cash or
interest delivered to a public
official as is required pursuant to applicable abandoned property, escheat or
similar laws.  

     After six months after the Effective Date, any remaining funds,
including any interest or other
income thereon, held by the Disbursing Agent pursuant to this Section shall
be released from trust and shall
be paid by the Disbursing Agent to the Surviving Corporation.  Thereafter,
holders of shares of Common
Stock shall look only to the Parent or the Surviving Corporation (subject to
the terms of this Agreement
and abandoned property, escheat and other similar laws) as general creditors
thereof with respect to the
Merger Consideration, without any interest thereon, that may be payable per
share of Common Stock upon
due surrender of the certificates held by them.

     The Parent or the Disbursing Agent shall be entitled to deduct and
withhold from the
consideration otherwise payable pursuant to this Agreement to any holder of
shares of Common Stock such
amounts as the Parent or the Disbursing Agent is required to deduct and
withhold with respect to the
making of such payment under the Code (as hereinafter defined) or under any
provision  of state, local or
foreign tax law.  To the extent that amounts are so withheld by the Parent or
the Disbursing Agent, such
withheld amounts shall be treated for all purposes of this Agreement as
having been paid to the holder of
the shares of Common Stock in respect of which such deduction and withholding
was made by the Parent
or the Disbursing Agent.

     2.6       Stock Options.  Immediately prior to the Effective Time,
subject to obtaining any
consent which may be necessary from the holder of the outstanding options,
the Company shall cancel and
settle, by cash payment to the holders thereof (the "Option Settlement
Amount"), all the outstanding options
to purchase shares of Common Stock (whether or not such options are currently
exercisable or vested)
which have heretofore been granted under the following stock plans and
agreements of the Company: (i)
Foodbrands America, Inc. 1992 Stock Incentive Plan, as amended, (ii)
Foodbrands America, Inc. Associate
Stock Purchase Plan, (iii) Foodbrands America, Inc. Nonqualified Associate
Stock Purchase Plan, (iv)
Deferred Stock Compensation Plan for the non-employee directors of
Foodbrands, and (v) the 25,000
options issued to certain directors of the Company pursuant to option
agreements dated April 27, 1995. 
(Such plans and agreements are referred to herein collectively as the "Stock
Option Plans.")  Except as
otherwise provided pursuant to the terms of the Stock Option Plans in clauses
(ii) and (iii) above, such
Option Settlement Amount with respect to each cancelled option shall be in an
amount equal to the excess,
if any, of the Merger Consideration over the per share exercise price of such
cancelled option, multiplied
by the number of shares of Common Stock into which such cancelled option
would be exercisable, less any
amounts that the Company is required to withhold and pay over to any federal
and state, local or other tax
authorities under applicable law with respect to such Option Settlement
Amount.  The remaining proceeds,
if any, will be paid to the option holder in cash.  Such cash settlement
shall constitute full performance of
the Company's obligations under the Stock Option Plans and any related stock
option agreements.  Except
as otherwise agreed to by the parties, the Stock Option Plans shall terminate
before or as of the Effective
Time.

     2.7       Lost Certificates.  If any certificate representing Common
Stock shall have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming such certificate to
be lost, stolen or destroyed and, if required by the Surviving Corporation,
the posting by such person of
a bond, in such reasonable amount as the Surviving Corporation may direct, as
indemnity against any claim
that may be made against it with respect to such certificate, the Disbursing
Agent will pay in exchange for
such lost, stolen or destroyed certificate the Merger Consideration
multiplied by the number of shares of
Common Stock represented by such certificate, to which the holder thereof is
entitled pursuant to this
Article II.

     2.8       Closing of Company Transfer Books.  At the Effective Time, the
stock transfer books
of the Company shall be closed, and no transfer of shares of Common Stock
shall thereafter be made.  If,
after the Effective Time, share certificates are presented to the Surviving
Corporation, the Disbursing Agent
or the Parent, they shall be cancelled and exchanged for the Merger
Consideration as provided in this
Article II.

     2.9       Further Assurances.  If at any time the Surviving Corporation
shall consider or be
advised that any further assignments or assurances are necessary or desirable
to vest in the Surviving
Corporation, according to the terms hereof, the title of any property or
rights of the Company or the
Purchaser, the last acting officers and directors of the Company or the
Purchaser, as the case may be, or
the corresponding officers and directors of the Surviving Corporation shall
and will execute and make all
such proper assignments and assurances and do all things necessary or proper
to vest title in such property
or rights in the Surviving Corporation, and otherwise to carry out the
purposes of this Agreement.

                                ARTICLE III  

               REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to the Parent and the
Purchaser as follows:

     3.1       Organization of the Company.  The Company is duly organized,
validly existing and
in good standing under the laws of the State of Delaware, has full corporate
power and authority to conduct
its business as it is presently being conducted and to own and lease its
properties and assets.  Each of the
direct and indirect Subsidiaries of the Company is duly organized, validly
existing and in good standing
under the laws of its respective state of incorporation, has full corporate
power and authority to conduct
its business as it is presently being conducted and to own, operate and lease
its properties and assets.  Each
of the Company and its Subsidiaries is duly qualified to do business as a
foreign corporation and is in good
standing in each jurisdiction in which (i) such qualification is necessary
under the applicable law as a result
of its conduct of its business or ownership of assets or properties held
under lease, and (ii) where the failure
to be so qualified would have a Material Adverse Effect (as defined below) on
the Company.  "Material
Adverse Change" or "Material Adverse Effect" means, when used with respect to
the Parent or the
Company, as the case may be, any change or effect, either individually or in
the aggregate, that is or can
reasonably be expected to be materially adverse to the business, assets,
liabilities, properties, condition
(financial or otherwise) or results of operations of the Parent and its
subsidiaries taken as a whole, or the
Company and its Subsidiaries taken as a whole, as the case may be.

     3.2       Authorization.  

               (a)  The Company has all necessary corporate power and
authority to enter into this
Agreement and will at the Closing have taken all necessary corporate action,
including stockholder consent
or approval (if necessary), to consummate the transactions contemplated
hereby and to perform its
obligations hereunder.  The execution and delivery of this Agreement by the
Company and the performance
of its obligations hereunder have been duly and validly authorized by the
Board of Directors of the
Company and, other than the approval and adoption of this Agreement by the
requisite vote of the
Company's stockholders, no other corporate proceedings on the part of the
Company are necessary, and
this Agreement  has been duly executed and delivered by the Company and
(assuming the valid
authorization, execution and delivery of this Agreement by the Parent and the
Purchaser) constitutes a valid
and binding obligation of the Company enforceable against it in accordance
with its terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or other similar
laws, now or hereafter in effect, relating to or limiting creditors' rights
generally and (ii) general principles
of equity (whether considered in an action in equity or at law) which
provide, among other things, that the
remedy of specific performance and injunctive and other forms of equity
relief are subject to equitable
defenses and the discretion of the court before which any proceedings
therefor may be brought.   

     (b)       The Board of Directors of the Company has duly and validly
approved and taken all
corporate action required to be taken by the Board of Directors for the
approval and confirmation of the
transactions contemplated by this Agreement and the Tender Agreements,
including, without limitation,
all actions necessary to render the provisions of Section 203 of the Delaware
Law inapplicable to
transactions contemplated by this Agreement or the Tender Agreements.  No
Oklahoma takeover statute
or similar statute or regulation applies or purports to apply to the Parent,
the Purchaser, the Merger, this
Agreement, the Tender Agreements or any of the transactions contemplated by
this Agreement or the
Tender Agreements in connection with the transactions contemplated by this
Agreement or the Tender
Agreements.

     (c)       The Board of Directors of the Company has duly and validly
approved and taken all
corporate actions required to be taken by the Board of Directors for the
approval of the amendments to the
Amended and Restated Certificate of Incorporation of the Company (which
amendments are attached as
Exhibit B hereto) (the "Charter Amendment").  The stockholders of the Company
have duly and validly
approved the Charter Amendment.  Subject to (i) the provisions of the
Exchange Act relating to the
distribution of an information statement to the stockholders of the Company
and (ii) the filing of a
certificate of amendment ("Certificate of Amendment") with the Secretary of
State of the State of
Delaware, no further action is required to make effective the Charter
Amendment.  The execution and
delivery of the Tender Agreements, the tender of shares of Common Stock
pursuant to the Offer and the
grant of the options contemplated by the Tender Agreements do not conflict
with Article Fifth of the
Amended and Restated Certificate of Incorporation of the Company, and upon
the effectiveness of the
Charter Amendment neither the purchase of shares of Common Stock pursuant to
the Offer nor the exercise
of any such options under the Tender Agreement will violate the Amended and
Restated Certificate of
Incorporation of the Company.


     3.3       Capitalization of the Company.  The Company has an authorized
capital stock of
20,000,000 shares of Common Stock and 4,000,000 shares of  preferred stock,
par value $.01 per share (the
"Preferred Stock").  As of the date hereof, 12,465,107 shares of Common Stock
and no shares of Preferred
Stock were issued and outstanding.  Such issued shares of Common Stock are
duly authorized, validly
issued and are fully paid and nonassessable and are not subject to preemptive
rights.  As of the date hereof,
there are no treasury shares, and there are no outstanding stock appreciation
rights.  There are no
outstanding contractual obligations of the Company or any of its Subsidiaries
to repurchase, redeem or
otherwise acquire any outstanding shares of capital stock of the Company or
any of its Subsidiaries. 
Except as set forth on Schedule 3.3 of the letter from the Company to the
Parent dated the date hereof
which relates to this Agreement and is designated therein as the Company
Disclosure Letter (the "Company
Disclosure Letter") and except for the outstanding options and warrants to
purchase 1,762,752 shares of
Common Stock granted under the Company's Stock Option Plans and the Warrant
Agreement dated
October 31, 1991 among the Company and certain banks (the "Warrant
Agreement"), there are no
outstanding options, warrants or rights to purchase or acquire any capital
stock of the Company or any
securities convertible, exchangeable or exercisable for any of its capital
stock, and except as set forth on
Schedule 3.3 of the Company Disclosure Letter, there are no contracts,
commitments, understandings,
arrangements or restrictions by which the Company is bound to sell or issue
any shares of its capital stock
or any securities convertible, exchangeable or exercisable for any of its
capital stock.  As of the Effective
Time, the Company will have no obligation to issue any shares of Common
Stock.

     3.4       Subsidiaries of the Company.  Schedule 3.4 of the Company
Disclosure Letter sets
forth a complete and correct description of the name and jurisdiction of
incorporation or formation of each
of the direct and indirect subsidiaries of the Company of which the Company
owns more than a 50% equity
interest.  Such subsidiaries are sometimes hereafter collectively referred to
as the "Subsidiaries" or
"Subsidiary."  Except as set forth on Schedule 3.4 of the Company Disclosure
Letter, all of the issued and
outstanding shares of common stock or other equity interest of each
Subsidiary have been duly authorized,
validly issued, are fully paid and nonassessable and are owned beneficially
by the Company or a Subsidiary
of the Company free and clear of any liens, claims or other encumbrances or
rights of third parties.  There
are no outstanding options, warrants or rights to purchase or acquire any
capital stock of any of the
Subsidiaries of the Company, and there are no contracts, commitments,
understandings, arrangements or
restrictions by which the Company or any Subsidiary of the Company is bound
to sell or issue any shares
of capital stock of such Subsidiary.  Except for the Company's interest in
its Subsidiaries and except as
disclosed on Schedule 3.4 of the Company Disclosure Letter, neither the
Company nor its Subsidiaries
owns directly or indirectly any interest or investment (whether equity or
debt) in, nor is the Company or
any of its Subsidiaries subject to any obligation or requirement to provide
for or to make any investment
(in the form of a loan, capital contribution or otherwise) to or in, any
corporation, partnership, joint
venture, limited liability company, business, trust or entity.

     3.5       Undisclosed Liabilities.  Except as set forth in the Company
SEC Documents (as
hereafter defined) and in the audited financial statements of the Company and
Subsidiaries as of and for
the fiscal year ended December 28, 1996 (the "Financial Statements") listed
on and attached to Schedule
3.5 of the Company Disclosure Letter neither the Company nor any of its
Subsidiaries has any liabilities
or obligations, either accrued, absolute, contingent or otherwise, which
would be required to be reflected
on a balance sheet, or in the notes thereto, prepared in accordance with
generally accepted accounting
principles, consistently applied, except for liabilities and obligations
listed in Schedule 3.5 of the Company
Disclosure Letter, or incurred in the ordinary course of business consistent
with past practice since
December 28, 1996, or which would not have a Material Adverse Effect on the
Company. 

     3.6       Absence of Certain Changes or Events.  Except as otherwise
contemplated by this
Agreement or as disclosed in any of the Company's SEC Documents or the
Financial Statements, since
December 28, 1996, the Company and its Subsidiaries have operated their
respective businesses in the
ordinary course consistent with past practices and there has not been,
occurred or arisen:

               (a)  any Material Adverse Change in the Company  (other than
changes which are
the result of general economic changes affecting the industries or businesses
in which the Company or any
of its Subsidiaries operate);

               (b)  except as required by the Transition Agreements (as
hereafter defined) (i) any
increase in the compensation payable or to become payable by the Company or
its Subsidiaries to any of
their respective officers, employees or agents (collectively, "Personnel")
whose total compensation for
services rendered to the Company or its Subsidiaries is currently at an
annual rate of more than $75,000,
except for normal periodic increases in the ordinary course of business
consistent with past practice; or (ii)
any new employment agreement to which the Company or any Subsidiary is a
party, other than agreements
entered into in the ordinary course of business, consistent with past
practices which provide for an annual
salary less than $75,000 and have no provisions with respect to a change of
control of the Company;

               (c)  except for the Transition Agreements (as hereafter
defined) (true and complete
copies of which have heretofore been furnished to the Parent), any material
addition to or modification of
any of the employee benefit plans, arrangements or practices affecting
Personnel other than the extension
of coverage to other Personnel who became eligible after December 28, 1996;

               (d)  any sale, assignment or transfer (except for intercompany
transfers or sales out
of inventory in the ordinary course of business) of any asset or group of
related assets of the Company or
its Subsidiaries, having a fair market value in excess of $500,000;

               (e)  any waiver of any rights of substantial value to the
Company and its
Subsidiaries taken as a whole, whether or not in the ordinary course of
business;

               (f)  any failure to repay any obligation of the Company or its
Subsidiaries, except
where such failure would not have a Material Adverse Effect on the Company;

               (g)  any entry into or any commitment or transaction that,
individually or in the
aggregate, has or is reasonably likely to have, a Material Adverse Effect on
the Company;

               (h)  any change by the Company or any of its Subsidiaries in
accounting methods,
principles or practices, except for any such change required by reason of a
concurrent change in generally
accepted accounting principles;

               (i)  any amendments or changes in the Amended and Restated
Certificate of
Incorporation or Amended and Restated Bylaws, as amended, of the Company;

               (j)  any revaluation by the Company or any of its Subsidiaries
of any of their
respective assets, including, without limitation, write-offs of accounts
receivable, other than in the ordinary
course of the Company's and each of its Subsidiaries' businesses consistent
with past practices;

               (k)  any damage, destruction or loss affecting the business or
assets of the Company
or any Subsidiary which, individually or in the aggregate resulted in or is
reasonably likely to be materially
adverse to the business, assets, liabilities, properties, condition
(financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole;

               (l)  any declaration, setting aside or payment of any dividend
or other distribution
with respect to any shares of capital stock of the Company, or any
repurchase, redemption or other
acquisition by the Company or any of its Subsidiaries of any outstanding
shares of capital stock or other
securities of, or other ownership interests in, the Company; or

               (m)  any agreement by the Company or any of its Subsidiaries
to do any of the
foregoing or take any action which would make any representation or warranty
in Article III hereof untrue
or incorrect.

     3.7       Title to Assets, Etc.  The Company or its Subsidiaries have,
or on the Effective Date
will have, good and marketable title to the assets (the "Assets") reflected
on the Financial Statements other
than those that are leased or assets which have been acquired or disposed of
as contemplated by this
Agreement or in the ordinary course of business consistent with past practice
since December 28, 1996,
and (b) none of the Assets is subject to any mortgage, deed of trust, pledge,
lien, security interest,
encumbrance, claim, charge or adverse interest (collectively, "Encumbrances")
of any other person or entity
not reflected on the Financial Statements, except for liens incurred in the
ordinary course of business
consistent with past practice and except for minor liens which in the
aggregate are not substantial in
amount, do not materially detract from the value of the property or assets
subject thereto or interfere with
the present use thereof. 

     Neither the Company nor any of its Subsidiaries has received notice of
any violation of any
zoning, use, occupancy, building or environmental regulation, ordinance or
other law, order, regulation or
requirement relating to its owned or leased real property that would have a
Material Adverse Effect on the
Company. 

     3.8       Condition of Tangible Assets.  The facilities and equipment of
the Company and its
Subsidiaries necessary to the operations of their businesses are in good
operating condition and repair
except for (a) ordinary wear and tear and (b) any defect the cost of
repairing which would not be material
to the Company and its Subsidiaries taken as a whole. 

     All meats (fresh and frozen), frozen pizza crusts, appetizers, sauces,
soups, processed meat
products, supplies, and any other inventories on hand constituting assets of
the Company and its
Subsidiaries are (i) in good and marketable condition and usable or saleable
in the ordinary course of
business (normal waste and spoilage excepted) and (ii) the Company is in
compliance as to content labeling
and packaging with applicable laws and regulations (including without
limitation those of the U.S.
Department of Agriculture and Federal Food and Drug Administration), except
where the failure to be in
such condition or in compliance would not have a Material Adverse Effect on
the Company. 

     3.9       Contracts and Commitments.  Except (i) as set forth on
Schedule 3.9 of the Company
Disclosure Letter hereto, (ii) for employee benefit plans set forth on
Schedule 3.16 of the Company
Disclosure Letter and (iii) contracts entered into pursuant to the terms of
Section 5.2 after the date hereof,
neither the Company nor any of its Subsidiaries is a party to any written or
oral: 

               (a)  commitment, contract, purchase order, letter of credit or
agreement, other than
as described in subsections (b) or (c) below, involving any obligation or
liability on the part of the
Company or its Subsidiaries in excess of $250,000 and not cancelable (without
liability) within sixty (60)
days, except for purchases made in the ordinary course of business in amounts
not substantially in excess
of past practice; 

               (b)  lease of real property involving an annual expense on the
part of the Company
or its Subsidiaries in excess of $250,000 per year;

               (c)  lease of personal property involving an annual expense on
the part of the
Company or its Subsidiaries in excess of $250,000, which lease is not
cancelable (without liability) within
sixty (60) days; or 

               (d)  contracts and commitments not in the ordinary course of
business not otherwise
described above or listed on Schedule 3.9 of the Company Disclosure Letter
relating to the businesses of
the Company and its Subsidiaries and materially affecting the Company's and
its Subsidiaries' businesses.
 
     Except as set forth on Schedule 3.9 of the Company Disclosure Letter,
neither the Company
nor any of its Subsidiaries is (and to the best knowledge of the Company, no
other party is) in material
breach or violation of, or default under, any of the contracts, letters of
credit, purchase orders, leases,
commitments, licenses or permits described on Schedule 3.9 of the Company
Disclosure Letter, the breach
or violation of which would have a Material Adverse Effect on the Company. 

     3.10      No Conflict or Violation; Third Party Consents.  Assuming the
accuracy and
completeness of the representations and warranties of the Parent and the
Purchaser herein, and assuming
all consents and approvals referred to in Section 3.11 hereof are obtained
and except for the third party
consents identified on Schedule 3.10 of the Company Disclosure Letter, the
execution and delivery of this
Agreement does not, and consummation of the transactions contemplated hereby
will not, result in (a) a
violation of or a conflict with any provision of the Amended and Restated
Certificate of Incorporation or
Amended and Restated Bylaws of the Company or the charter or bylaws or
operating agreements of any
Subsidiary, (b) a breach or default under any provision of any material
contract, agreement, lease,
commitment, license, franchise or permit to which the Company or any of its
Subsidiaries is a party or by
which the Assets are bound until such time as a "Change of Control" (as
defined in that certain Indenture
dated as of May 15, 1996 relating to the Company's $120,000,000 10 3/4%
Senior Subordinated Notes due
2006) to occur, (c) a violation of any statute, rule, regulation, ordinance,
order, judgment, writ, injunction
or decree the violation of which would have a Material Adverse Effect on the
Company, or (d) an
imposition of any material lien, mortgage, pledge, encumbrance, claim,
restriction or charge on the business
of the Company or any of its Subsidiaries or on any of the Assets. 

     3.11      Consents and Approvals.  Except where such consent, approval
or authorization,
declaration, filing or registration is not material to the Company and its
Subsidiaries taken as a whole or
would not materially impair the ability of the Company to perform its
obligation hereunder, no consent,
approval or authorization of, or declaration, filing or registration with,
any foreign, federal, state or local
governmental or regulatory authority (each a "Governmental Entity") is
required to be made or obtained
by the Company in connection with the execution, delivery and performance of
this Agreement by the
Company and the consummation by the Company of the transactions contemplated
hereby, other than (i)
the filings required under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the
"Antitrust Improvements Act"), (ii) the filing of the Certificate of Merger
with the Secretary of State of
Delaware, and (iii) filings made in compliance with any applicable provisions
of the Exchange Act. 

     3.12      Compliance with Law.  The Company and its Subsidiaries hold,
and at all required
times have held, all permits, licenses, variances, exemptions, orders and
approvals of all Governmental
Entities necessary for the lawful conduct of their respective businesses as
currently being conducted (the
"Company Permits"), except for failures to hold such permits, licenses,
variances, exemptions, orders and
approvals which have not had, and will not have  a Material Adverse Effect on
the Company.  The
Company and its Subsidiaries are, and at all times have been, in compliance
with the terms of the Company
Permits, except where the failure so to comply would not have, a Material
Adverse Effect on the Company. 
The Company and its Subsidiaries are in compliance with all applicable laws,
statutes, ordinances and
regulations  of any Governmental Entity, except where the failure to comply
would not have a Material
Adverse Effect on the Company.  The Company (or its Subsidiaries) has not
received any written notice
to the effect that, or otherwise been advised that, it is not in compliance
with any of such statutes,
regulations and orders, ordinances or other laws where the failure to comply
would have a Material
Adverse Effect on the Company, and, assuming the accuracy and completeness of
the representations and
warranties of the Parent and the Purchaser herein, the Company has no reason
to anticipate that any
presently existing circumstances are likely to result in violations of any
such regulations which would have
a Material Adverse Effect on the Company.  No investigation or review by any
Governmental Entity with
respect to the Company or any of its Subsidiaries is pending or, to the
knowledge of the Company,
threatened, nor, to the knowledge of the Company, has any Governmental Entity
indicated an intention to
conduct the same, other than, in each case, those which will not have a
Material Adverse Effect on the
Company.

     3.13      Brokers.  Other than the arrangement between the Company and
Morgan Stanley &
Co. Incorporated ("Morgan Stanley"), neither the Company nor any affiliates
of the Company has entered
into or will enter into any agreement, arrangement or understanding with any
person or firm which will
result in the obligation of the Parent or any affiliate of the Parent or the
Company to pay any finder's fee,
brokerage commission or similar payment in connection with the transactions
contemplated hereby.  The
parties hereby acknowledge the written arrangement (a copy of which has been
delivered to the Parent)
with respect to this transaction between the Company and Morgan Stanley, with
respect to which all fees
due to Morgan Stanley will be paid by the Company.

     3.14      No Other Agreements to Sell the Company.  Except as contained
in this Agreement,
the Company has no legal obligation, absolute or contingent, to any other
person or firm to sell the
Common Stock or the stock of any of its Subsidiaries, to sell substantially
all of the assets of the Company
or to effect any merger, consolidation or other reorganization of the Company
or to enter into any
negotiations or agreement with respect thereto.

     3.15      Intellectual Property.  (a) For purposes of this Agreement,
"Intellectual Property"
means (i) all United States and foreign copyrights, whether registered or
unregistered, and pending
applications to register the same, and all copyrightable works, including,
without limitation, software; (ii)
all United States, state and foreign trademarks, service marks and trade
names (including all assumed or
fictitious names under which the Company or any Subsidiary is conducting the
business, whether registered
or unregistered, and pending applications to register the foregoing
("Trademarks"); (iii) all United States
and foreign patents, patent applications, continuations,
continuations-in-part, divisions, reissues, patent
disclosures, inventions (whether or not patentable or reduced to practice) or
improvements thereto
("Patents"); (iv) all confidential ideas, know-how, methods, formulae, trade
secrets, processes, reports,
data, customer lists, business plans, or other proprietary information; (v)
all agreements, commitments,
contracts, understandings, licenses, sublicenses, assignments and indemnities
which relate or pertain to any
of the intellectual property identified in subsections (i) through (iv) above
or to disclosure or use of ideas
or third parties ("Licenses").  All  Trademarks, Patents and Licenses of the
Company and its Subsidiaries
which are material to the operation of the business of the Company and its
Subsidiaries taken as a whole
, are listed on Schedule 3.15 of the Company Disclosure Letter.  The Company
owns or has the right to use
all Intellectual Property required to permit the conduct of the Company's or
any Subsidiary's business in
the ordinary course.  To the best knowledge of the Company, the Company's and
its Subsidiaries' use of
their Intellectual Property are not infringing upon or otherwise violating
the rights of any third party in or
to such Intellectual Property, and no proceedings have been instituted
against or claims received by the
Company or any Subsidiary that are presently outstanding alleging that the
Company's  (or any
Subsidiary's) use of it Intellectual Property infringe upon or otherwise
violate any right of a third party in
or to such Intellectual Property. 

     3.16      Employee Benefit Plans.  Schedule 3.16 of the Company
Disclosure Letter contains
a complete list of "employee welfare benefit plans" (as that term is defined
in Section 3(1) of the Employee
Retirement Income Security Act of 1974 ("ERISA") in which employees of the
Company and its
Subsidiaries participate (which plans, as applied to such active and former
employees are hereinafter
referred to as "Welfare Plans").  Schedule 3.16 of the Company Disclosure
Letter also contains a complete
list of "employee pension benefit plans" (as that term is defined in Section
3(2) of ERISA), including any
"multi-employer plans" (as that term is defined in Section 3(37) of ERISA) in
which such employees of
the Company and its Subsidiaries participate (which plans as applied to such
employees are hereinafter
referred to as "Pension Plans").  The Welfare Plans and Pension Plans are
hereinafter collectively referred
to as the "Plans."  Each of the Plans is in compliance with the provisions of
all applicable laws, rules and
regulations, which shall include by example and not by limitation ERISA and
the Internal Revenue Code
of 1986, as amended (the "Code").  None of the Pension Plans have incurred
any "accumulated funding
deficiency" (as defined in Section 412(a) of the Code).  The Company and its
Subsidiaries have not
incurred any liability to the Pension Benefit Guaranty Corporation under
Sections 4062, 4063 or 4064 of
ERISA which has not been paid with respect to any of the Plans or any
withdrawal liability under Title IV
of ERISA with respect to any of the Pension Plans. 

     3.17      Tax Matters.  The Company, any predecessor of the Company and
all members of any
affiliated group of corporations of which the Company or any such predecessor
corporation is or has been
a member, have duly filed all tax returns and reports required to be filed by
them, including all federal,
state, local and foreign income tax returns and reports, and have timely paid
all taxes shown as due on such
returns and reports (except where failures to file such returns and reports
or failures to pay such taxes
would not have a Material Adverse Effect on the Company, any predecessor of
the Company or any such
member).  All such returns and reports required to have been filed are
complete and accurate in all material
respects.  The Company has made adequate provision, in conformity with GAAP,
for the payment of all
taxes of the Company or such Subsidiary, as the case may be, existing as of
the Effective Date for all
periods ending on or prior to the date of the Balance Sheet. 

     Except as reflected on Schedule 3.17 of the Company Disclosure Letter,
the consolidated
federal income tax returns of the Company (and any predecessor of the
Company) have been examined by
the Internal Revenue Service.  Except as set forth on Schedule 3.17 of the
Company Disclosure Letter
neither the Company, any predecessor of the Company, nor any Subsidiary (i)
has waived any statute of
limitations, (ii) has filed a statement under Section 341(f) of the Code, or
(iii) is a party to any tax sharing
agreement.  Except as set forth on Schedule 3.17 of the Company Disclosure
Letter, (i) the state income
tax returns of the Company, any predecessor of the Company and all
Subsidiaries and the federal income
tax returns of all Subsidiaries have been examined by the appropriate taxing
authority, (ii) there is no
action, suit, investigation, audit, claim or assessment pending or proposed
or threatened in writing with
respect to taxes of the Company, any predecessor of the Company or any
Subsidiary, (iii) there are no liens
for taxes upon the assets of the Company or any Subsidiary except liens
relating to current taxes not yet
due, (iv) all taxes which the Company or any predecessor of the Company or
any Subsidiary are required
by law to withhold or collect for payment have been duly withheld and
collected, and have been paid or
accrued, reserved against and entered on the books of the Company (except
where failures to withhold and
collect and to pay or accrue, reserve against or enter on the books of the
Company would not have a
Material Adverse Effect on the Company, any predecessor of the Company or any
Subsidiary), (v) none
of the Company, any predecessor of the Company or any Subsidiary has been a
member of any group of
corporations filing tax returns on a consolidated, combined, unitary or
similar basis other than each such
group of which it is currently a member, and (vi) as a result of a change in
accounting method for a tax
period beginning on or before the Effective Date, none of the Company or any
Subsidiary will be required
to include any adjustment under Section 481(c) of the Code (or any
corresponding provision of state or
local tax law) in taxable income for any tax period beginning on or after the
Effective Date.

     Except as may be limited as a result of the transactions contemplated by
this Agreement, the
"regular" and "alternative minimum tax" net operating loss carryforwards of
the Company and the
Subsidiaries for each of the taxable years ended prior to the date of this
Agreement (collectively, the
"NOLs") are set forth (for each year) on Schedule 3.17 of the Company
Disclosure Letter and are each
available to the Company (or the applicable Subsidiary) for a period of
fifteen taxable years from the end
of the taxable year in which the applicable NOL was incurred.  Except as may
be limited as a result of the
transactions contemplated by this Agreement and except as set forth on
Schedule 3.17 of the Company
Disclosure Letter, none of the NOLs constitute separate return limitation
year ("SRLY") losses immediately
prior to the Effective Date, none of the NOLs will be limited immediately
prior to the Effective Date by
Section 382 or 384 of the Code and regulations thereunder, and none of the
NOLs constitutes "dual
consolidated losses" immediately prior to the Effective Date (as defined in
Section 1503 of the Code and
the regulations thereunder).

     No transaction contemplated by this Agreement is subject to withholding
under Section 1445
of the Code (relating to "FIRPTA").

     For purposes of this Agreement, "tax" (and, with a correlative meaning,
"taxes") shall mean
(i) any federal, state, local or foreign net income, gross income, gross
receipts, windfall profit, severance,
property, production, sales, use, license, excise, franchise, employment,
payroll, withholding, alternative
or add-on minimum, ad valorem, value-added, transfer stamp, or environmental
tax, or any other tax,
custom, duty, governmental fee or other like assessment or charge of any kind
whatsoever, together with
any interest or penalty, addition to tax or additional amount imposed by any
governmental authority; and
(ii) any liability of the Company or any Subsidiary for the payment of
amounts with respect to payments
of a type described in clause (i) as a result of being a member of an
affiliated group, or as a result of any
obligation of the Company or any Subsidiary under any tax sharing arrangement
or tax indemnity
arrangement.

     3.18      SEC Documents.  The Company has filed all required reports,
proxy statements, forms
and other documents with the SEC since January 2, 1994 (the "Company SEC
Documents").  As of their
respective dates, and giving effect to any amendments thereto, (a) the
Company SEC Documents,
including, without limitation, any financial statements and schedules
contained therein, complied in all
material respects with the requirements of the Securities Act of 1933, as
amended (the "Securities Act"),
or the Exchange Act, as the case may be, and the applicable rules and
regulations of the SEC promulgated
thereunder, and (b) none of the Company SEC Documents contained any untrue
statement of a material
fact or omitted to state any material fact required to be stated therein or
necessary in order to make the
statements made therein, in the light of the circumstances under which they
were made, not misleading. 
The financial statements of the Company included in the Company SEC Documents
as at the dates thereof
complied as to form in all material respects with applicable accounting
requirements and the published
rules and regulations of the SEC with respect thereto, were prepared in
accordance with generally accepted
accounting principles applied on a consistent basis during the periods
involved (except as may be indicated
therein or in the notes thereto) and fairly present in all material respects
the consolidated financial position
of the Company and its consolidated Subsidiaries as at the dates thereof and
the consolidated results of
their operations and changes in financial position for the periods then ended
(subject, in the case of
unaudited statements, to normal year-end audit adjustments and to any other
adjustments described
therein).

     3.19      Environmental Matters.  

               (a)  Except as set forth in Schedule 3.19 of the Company
Disclosure Letter, the
Company and each of its Subsidiaries have complied with all applicable
foreign, federal, state and local
laws, statutes, regulations, codes or ordinances enacted, adopted, issued or
promulgated by any
Governmental Entity relating to or addressing the environment, health or
safety as in effect at the relevant
time, including the Comprehensive Environmental Response, Compensation and
Liability Act, any
amendments thereto, any successor statute and any regulations promulgated
thereunder ("CERCLA"), the
Occupational Safety and Health Act, any amendments thereto, any successor
statute and any regulations
promulgated thereunder ("OSHA") and the Resource Conservation and Recovery
Act, any amendments
thereto, any successor statute and any applicable regulations promulgated
thereunder ("RCRA"), and any
state equivalent ("Environmental Laws"), except for such failures to so
comply that would not have a
Material Adverse Effect on the Company.

               (b)  Except as set forth on Schedule 3.19 of the Company
Disclosure Letter, or
where the failure to do so would not have a Material Adverse Effect on the
Company, (i) any handling,
transportation, storage, treatment or usage of Hazardous Material that has
occurred on any tract of real
property owned by the Company or a Subsidiary during the period of such
ownership or real property
covered by any real property lease to which the Company or a Subsidiary is a
party during the term of such
lease, has been in compliance with all applicable Environmental Laws, (ii) no
leak, spill, release, discharge,
emission or disposal of any Hazardous Material has occurred on any such tract
during the period of such
ownership or term of such lease pertinent to each such tract which would
subject the property to remedial
action under any Environmental Laws, (iii) each such tract is in substantial
compliance with applicable
Environmental Laws, and (iv) each underground storage tank located on any
such tract, has been registered,
maintained and operated during the Company's or a Subsidiary's ownership or
operation of such tank in
accordance with all applicable Environmental Laws.  Schedule 3.19 of the
Company Disclosure Letter, lists
all reports, studies and tests in the possession of the Company or a
Subsidiary relating to the presence or
suspected presence of any Hazardous Material on any such tract in violation
of any Environmental Law
or relating to the existence of any underground storage tank thereon and the
Company and each Subsidiary
agree that they will, promptly following the Company's or a Subsidiary's
receipt thereof, furnish to the
Parent all such reports, studies and tests hereafter obtained by the Company
or a Subsidiary on or prior to
the Closing Date.  "Hazardous Material" means asbestos, petroleum (including
without limitation, oil, used
oil, waste oil, gasoline, diesel and petroleum based fuels), petroleum
products and by-products, petroleum
wastes, petroleum contaminated soils, and any substance, material or waste
which is regulated as
"hazardous", "toxic" or under any other similar designation under any
Environmental Law.  Such term
includes, without limitation, (i) any material, substance or waste defined as
a "hazardous waste" pursuant
to Section 1004 of the RCRA, (ii) any material, substance or waste defined as
a "hazardous substance"
pursuant to Section 101 of CERCLA or (iii) any material, substance or waste
defined as a "regulated sub-
stance" pursuant to Subchapter IX of the Solid Waste Disposal Act (42 U.S.C. 
Section 6991, et seq.).

               (c)  Except as disclosed on Schedule 3.19 of the Company
Disclosure Letter, or
where the failure to do so would not have a Material Adverse Effect on the
Company, (i) Hazardous
Materials have not been generated, used, treated, handled or stored on, or
transported to or from, or
released or disposed on or from any tract of real property owned by the
Company during the period of such
ownership or any real property covered by any real property lease to which
the Company is a party during
the term of such lease in violation of any Environmental Law ; (ii) the
Company has disposed of all wastes,
including those wastes containing Hazardous Materials, in compliance with all
applicable Environmental
Laws; (iii) there are no past unresolved, pending or, to the knowledge of the
Company or the Subsidiaries,
threatened, actions against the Company relating to compliance with
Environmental Laws or asserting
damages or injury to natural resources, wildlife or the environment; (iv) no
such tract or, to the knowledge
of the Company or the Subsidiaries, any property adjoining such tract, is
listed or proposed for listing on
the National Priorities List under CERCLA or on the Comprehensive
Environmental Response,
Compensation and Liability Act Information System ("CERCLIS"), the Facility
Index System ("FINDS"),
RCRA, Hazardous Waste Registrations Listing Report as a result of any alleged
violation of any applicable
Governmental Law; and (v) to the knowledge of the Company or the
Subsidiaries, neither the Company
nor the Subsidiaries has transported or arranged for the transportation of
any Hazardous Materials to any
location that is listed or proposed for listing on the National Priorities
List under CERCLA or on the
CERCLIS or FINDS or which is the subject of any environmental claim arising
because of any alleged
violation of an Environmental Law.

     3.20      Proxy Statement; Information Statement.  (a) None of the
information supplied or to
be supplied by the Company for inclusion in the Proxy Statement (as defined
hereafter) (and any
amendments thereof or supplements thereto), if any, will, with respect to
information relating to the
Company, at the time of the mailing of the Proxy Statement to the
stockholders of the Company and at the
time of the Special Meeting (as defined hereafter), contain any untrue
statement of a material fact or omit
to state any material fact required to be stated therein or necessary in
order to make the statements therein,
in light of the circumstances under which they were made, not misleading. 
The Proxy Statement will, with
respect to information relating to the Company, comply as to form in all
material respects with the
provisions of the Exchange Act and the rules and regulations promulgated
thereunder, except that no
representation is made in this Section 3.20(a) by the Company with respect to
the statements made in the
Proxy Statement relating to the Parent or the Purchaser or their affiliates
or based on information supplied
by the Parent or the Purchaser for inclusion in the Proxy Statement.

     (b)       None of the information supplied or to be supplied by the
Company for inclusion in
the Information Statement (as defined hereafter) (and any amendments thereof
or supplements thereto), if
any, will, with respect to information relating to the Company, at the time
of the mailing of the Information
Statement to the stockholders of the Company, contain any untrue statement of
a material fact or omit to
state any material fact required to be stated therein or necessary in order
to make the statements therein,
in light of the circumstances under which they were made, not misleading. 
The Information Statement will,
with respect to information relating to the Company, comply as to form in all
material respects with the
provisions of the Exchange Act and the rules and regulations promulgated
thereunder, except that no
representation is made in this Section 3.20(b) by the Company with respect to
the statements made in the
Information Statement relating to the Parent or the Purchaser or their
affiliates or based on information
supplied by the Parent or the Purchaser for inclusion in the Information
Statement.
     3.21      Certain Agreements.  Except as set forth on Schedule 3.21 of
the Company Disclosure
Letter, neither the Company nor any of its Subsidiaries is a party to any
oral or written stock option plan,
stock appreciation rights plan, restricted stock plan or stock purchase plan,
incentive compensation or
bonus plan, employment agreement, severance or termination agreement,
consulting agreement or other
benefit plan or arrangement, any of the benefits of which will be increased,
or the vesting of the benefits
of which will be accelerated, by the occurrence of any of the transactions
contemplated by this Agreement
or the Tender Agreements or the value of any of the benefits of which will be
calculated on the basis of
any of the transactions contemplated by this Agreement or the Tender
Agreements.

     3.22      Vote Required.  The affirmative vote of the holders of a
majority of the outstanding
shares of Common Stock of the Company entitled to vote with respect to the
Merger is the only vote of the
holders of any class or series of the Company's capital stock necessary to
approve the Merger.

     3.23      Opinion of Financial Advisor.  The Company has received the
opinion of Morgan
Stanley dated as of a date which is on or prior to this Agreement
substantially to the effect that, as of the
date of this Agreement, the consideration to be received pursuant to the
Merger Agreement by the
Company's stockholders (other than the Parent or any of its affiliates) is
fair to such stockholders from a
financial point of view.  A complete and correct signed copy of such opinion
has been delivered to the
Parent, and such opinion has not been withdrawn or modified as of the date
hereof.


                                ARTICLE IV
      REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER

     The Parent and the Purchaser hereby represent and warrant to the Company
as follows: 

     4.1       Organization.  The Parent is duly organized, validly existing
and in good standing
under the laws of the State of Delaware and has full corporate power and
authority to conduct its business
and to own and lease its properties.  The Purchaser is duly organized,
validly existing and in good standing
under the laws of the State of Delaware and has full corporate power and
authority to conduct its business
and to own and lease its properties.  The Purchaser has been formed for the
purpose of effecting the Offer
and the Merger in accordance with the terms of this Agreement.  The Purchaser
has not transacted, and
prior to the Effective Date will not transact any business or engage in any
activities other than in
connection with the transactions contemplated by this Agreement.

     4.2       Authorization.  Each of the Parent and the Purchaser has all
necessary corporate power
and authority to enter into this Agreement and will at the Closing have taken
all necessary corporate action
to consummate the transactions contemplated hereby and to perform its
obligations hereunder.  The
execution and delivery of this Agreement by the Parent and  the Purchaser and
the performance of their
obligations hereunder have been duly authorized by the Board of Directors of
each of the Parent and  the
Purchaser and no other corporate proceeding on the part of the Parent or
Purchaser are necessary.  This
Agreement has been duly executed and delivered by each of the Parent and the
Purchaser and (assuming
the valid authorization, execution and delivery of this Agreement by the
Company) constitutes a valid and
binding obligation of the Parent and the Purchaser, enforceable against each
of them in accordance with
its terms, except as such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization,
moratorium or other similar laws, now or hereafter in effect, relating to or
limiting creditors' rights
generally and (ii) general principles of equity (whether considered in an
action in equity or at law) which
provide, among other things, that the remedy of specific performance and
injunctive and other forms of
equitable relief are subject to equitable defenses and the discretion of the
court before which any
proceedings therefor may be brought. 

     4.3       Consents and Approvals.  Except where such consent, approval
or authorization,
declaration, filing or registration would not have a Material Adverse Effect
on the Purchaser or would not
materially impair the ability of the Parent and the Purchaser to perform its
obligations hereunder, no
consent, approval or authorization of, or declaration, filing or registration
with, any  Governmental Entity
is required to be made or obtained by the Parent in connection with the
execution, delivery and
performance by the Parent and  the Purchaser of this Agreement and the
consummation by the Parent and
the Purchaser of the transactions contemplated hereby other than (i) the
filings required under the Antitrust
Improvements Act, (ii) the filing of the Certificate of Merger, and (iii)
filings made in compliance with any
applicable provisions of the Exchange Act. 

     4.4       No Conflict or Violation; Third Party Consents.  Assuming the
accuracy and
completeness of the representations and warranties of the Company herein, and
assuming all consents and
approvals referred to in Section 4.3 hereof are obtained, the execution and
delivery of this Agreement does
not, and consummation of the transactions contemplated hereby will not,
result in (a) a violation of or a
conflict with any provision of the certificates of incorporation or bylaws or
other organizational documents
of the Parent or the Purchaser, (b) a breach or default under any provision
of any material contract,
agreement, lease, commitment, license, franchise or permit to which the
Parent or the Purchaser is a party
or by which any of their respective assets are bound, (c) a violation of any
statute, rule, regulation,
ordinance, order, judgment, writ, injunction or decree the violation of which
would have a Material
Adverse Effect on the Parent, or (d) an imposition of any material lien,
mortgage, pledge, encumbrance,
claim, restriction or charge on the business of the Parent or the Purchaser
or any of their respective assets.

     4.5       No Brokers.  Other than the arrangements between the Parent
and Donaldson, Lufkin
& Jenrette Securities Corporation (the "Investment Banker"), neither the
Parent, the Purchaser nor any
affiliate of the Parent or  the Purchaser has entered into or will enter into
any agreement, arrangement or
understanding with any person or firm which will result in the obligation of
the Parent or any affiliate of
the Parent to pay any finder's fee, brokerage commission or similar payment
in connection with the
transactions contemplated hereby.  The parties hereby acknowledge the
arrangement with respect to this
transaction between the Parent and the Investment Banker, with respect to
which all fees due to the
Investment Banker will be paid by the Parent. 

     4.6       Proxy Statement; Information Statement.  (a) None of the
information supplied or to
be supplied by the Parent or the Purchaser for inclusion in the Proxy
Statement (including any amendments
thereof or supplements thereto) will, at the time of mailing the Proxy
Statement and at the time of the
Special Meeting, contain any untrue statement of a material fact or omit to
state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under
which they were made, not misleading, except that no representation or
warranty is made by the Parent or
the Purchaser with respect to statements made or incorporated by reference
therein based on information
supplied by the Company for inclusion or incorporation by reference therein.

     (b)       None of the information supplied or to be supplied by the
Parent or the Purchaser for
inclusion in the Information Statement (including any amendments thereof or
supplements thereto) will,
at the time of mailing the Information Statement contain any untrue statement
of a material fact or omit to
state any material fact required to be stated therein or necessary in order
to make the statements therein,
in light of the circumstances under which they were made, not misleading,
except that no representation
or warranty is made by the Parent or the Purchaser with respect to statements
made or incorporated by
reference therein based on information supplied by the Company for inclusion
or incorporation by
reference therein.
     4.7       Share Ownership.  As of the date of this Agreement, the Parent
and  the Purchaser own
497,800 shares of Common Stock and will not acquire beneficial ownership of
any additional shares of
Common Stock except pursuant to this Agreement and the Tender Agreements if
the result would be a
Change of Control.

     4.8       Financing.  The Parent and  the Purchaser have on the date of
the execution of this
Agreement and will have upon acceptance of any Shares pursuant to the Offer
and at the Closing sufficient
available funds (through existing credit arrangements or otherwise) to pay
the Share Price or the Merger
Consideration, as applicable, for all shares to be purchased or converted
pursuant to Section 1.1(a), or
Section 2.3(a), pay the Option Settlement Amount, pay all fees and expenses
required to be paid in
connection with the Merger and perform their obligations hereunder and the
obligations of the Surviving
Corporation and its Subsidiaries following the Effective Time.

                                 ARTICLE V

                    ACTIONS BY THE COMPANY, THE PARENT
               AND THE PURCHASER PRIOR TO THE EFFECTIVE DATE

     The Company, the Parent and the Purchaser covenant as follows for the
period from the date
hereof through the Effective Date: 

     5.1       Maintenance of Business.  The Company shall carry on, and
cause its Subsidiaries to
carry on, their respective businesses in the ordinary course of business
consistent with past practice and
use their commercially reasonable efforts to preserve the goodwill of those
having business relationships
with them and use their reasonable best efforts to preserve intact their
current business organizations, keep
available the services of their current officers and key employees and
preserve their relationships with
customers, suppliers and others having business dealings with them.
 
     5.2       Certain Prohibited Transactions.  Except as otherwise
contemplated by this
Agreement, each of the Company and its Subsidiaries shall not, without the
prior written consent of the
Parent (which consent shall not be unreasonably withheld or delayed) from and
after the date hereof: 

               (a)  incur any additional indebtedness for borrowed money,
assume, guarantee,
endorse or otherwise become responsible for the obligations of any other
individual, partnership, firm or
corporation or make any loans or advances to any individual, partnership,
firm or corporation in an amount
in excess of $30,000,000; provided, however, that total indebtedness for
borrowed money under the
Company's Credit Agreement with Chase Manhattan Bank, as of the Effective
Date, shall not exceed
$251,000,000; and provided further, however, that the Company shall not be
prohibited from repaying any
indebtedness of the Company or its Subsidiaries prior to the Effective Date
if such repayments are made
without penalty; 
               
               (b)  enter into any capital or operating leases of equipment
except in accordance
with the Master Equipment Lease Agreement by and between NationBanc Leasing
Corporation of North
Carolina and the Company, dated October, 1995 the Master Lease Agreement by
and between BancBoston
Leasing, Inc. and the Company, dated June 1996, and a new lease for equipment
to be installed at KPR
Foods not to exceed $3,000,000;

               (c)  except for the Charter Amendment, amend its Amended and
Restated
Certificate of Incorporation or Amended and Restated Bylaws or the articles
or certificate of incorporation
or bylaws of any of its Subsidiaries issue, deliver, sell, pledge, dispose of
or otherwise encumber any shares
of its capital stock, any other voting securities or equity equivalent or any
securities convertible or
exchangeable into, or any rights, warrants or options to acquire, any such
shares, voting securities or
convertible securities or equity equivalent, except for the issuance of up to
1,762,752 shares of Common
Stock pursuant to the exercise of stock options to purchase shares of Common
Stock under the Stock
Option Plans and the Warrant which are outstanding on the date hereof;

               (d)  mortgage, pledge or otherwise encumber any of its
material properties or assets
or sell, transfer (except pursuant to intercompany transfers) or otherwise
dispose of any of its material
properties or material assets or cancel, release or assign any indebtedness
owed to it or any claims held by
it, except in the ordinary course of business and consistent with past
practice; 

               (e)  acquire or agree to acquire by merging or consolidating
with, or by purchasing
a substantial portion of the assets of or equity in, or by any other manner,
any business or any corporation,
partnership, limited liability company, association or other business
organization or division thereof or
otherwise acquire or agree to acquire any assets, in each case that are
material, individually or in the
aggregate, to the Company and its Subsidiaries, taken as a whole; 

               (f)  enter into, terminate or permit any renewal or extension
options to expire with
respect to any material contract or agreement, or make any material change in
any of its leases and
contracts, other than in the ordinary course of business and consistent with
past practice; provided,
however, the Company may (i) enter into, an amendment to the June 3, 1996
Lease Agreement with Option
to Purchase between Continental Deli Foods, Inc., a subsidiary of the
Company, and Thorn Apple Valley,
Inc., which covers the Concordia, Missouri facility, to extend the term from
May 31, 1997, to May 31,
2002, and to increase the rent to equal the purchase price payments under the
promissory note provided
for in such lease and to retain the option to purchase the property for a
nominal amount at the end of the
extended lease term, or, at the option of the Parent, exercise the option to
purchase under the current
agreement and (ii) enter into two new office leases in Riverside and Irvine,
California, with annual rentals
not to exceed $300,000 each;

               (g)  declare, set aside or pay any dividend or distribution
with respect to the capital
stock of the Company or any of its Subsidiaries or directly or indirectly
redeem, purchase or otherwise
acquire any capital stock of the Company or any of its Subsidiaries or effect
a split or reclassification of
any capital stock of the Company or any of its Subsidiaries or a
recapitalization of the Company or any of
its Subsidiaries, except for intercompany transactions in the ordinary course
of business consistent with
past practice;

               (h)  alter through merger, liquidation, reorganization,
restructuring or in any other
fashion the corporate structure or ownership of the Company or any of its
Subsidiaries;

               (i)  enter into or adopt or amend any existing severance plan,
severance agreement
or severance arrangement, any benefit plan or arrangement (including without
limitation, the Stock Option
Plans) or employment or consulting agreement except as required by law;

               (j)  increase the compensation payable or to become payable to
its officers or
employees, except for increases in the ordinary course of business in
accordance with past practices, or
grant any severance or termination pay to, or enter into any employment or
severance agreement with any
director or officer of the Company or any of its Subsidiaries, or establish,
adopt, enter into or, except as
may be required to comply with applicable law, amend in any material respect
or take action to enhance
in any material respect or accelerate any rights or benefits under any
collective bargaining, bonus, profit
sharing, thrift, compensation, stock option, restricted stock, pension,
retirement, deferred compensation,
employment, termination, severance or other plan, agreement, trust, fund,
policy or arrangement for the
benefit of any director, officer or employee;

               (k)  settle or compromise any suit, proceeding or claim or
threatened suit,
proceeding or claim for an amount that is more than $50,000 in the case of
any individual suit provided
that such settlement or compromise shall be made in the ordinary course of
business in accordance with
past practice, other than the Marshall fire case as to which there is an
agreement in principle to settle ;

               (l)  knowingly violate or fail to perform any material
obligation or duty imposed
upon it by any applicable foreign, federal, state or local law, rule,
regulation, guideline, ordinance, order,
judgment or decree;

               (m)  make any tax election or change any method of accounting
for tax purposes,
in each case except to the extent required by law, or settle or compromise
any tax liability;

               (n)  change any of the accounting principles or practices used
by it except as
required by the SEC or the Financial Accounting Standards Board;

               (o)  grant any license relating to its Intellectual Property,
except as required by
existing agreements of the Company, except in connection with the settlement
of a protest by the Company
of the use of the mark El Posado by a third party; or

               (p)  enter into any agreement to enter a new line of business,
nor will the Company
expend over $10,000 to produce or provide a product in a new line of
business;

               (q)  authorize or enter into an agreement, contract,
commitment or arrangement to
do any of the foregoing.

     5.3       Investigation by the Parent and the Purchaser.  Upon
reasonable advance notice, the
Company shall allow the Parent and the Purchaser at their own expense, during
regular business hours
through the Parent's and the Purchaser's employees, agents and
representatives, to make such investigation
of the businesses, properties, books and records of the Company and
Subsidiaries, and to conduct such
examination of the condition of the Company and Subsidiaries as the Parent
and  the Purchaser deem
necessary or advisable to familiarize themselves further with such
businesses, properties books, records,
condition and other matters, and to verify the representations and warranties
of the Company hereunder,
provided that all requests for information, to visit plants or facilities
shall be directed to and coordinated
with the vice-president of finance of the Company; and provided, further that
the foregoing shall be subject
in each case to the Confidentiality Agreement referred to in Section 8.7
hereof.     
     5.4       Consents and Reasonable Best Efforts.

               (a)  The Parent, the Purchaser and the Company shall use their
reasonable best
efforts to make all filings required under the Antitrust Improvements Act as
soon as practicable after the
execution and delivery of this Agreement. 

               (b)  The Parent, the Purchaser and the Company shall, as soon
as practicable, use
their reasonable best efforts required (i) to obtain all waivers, consents,
approvals and agreements of, and
to give all notices and make all other filings with, any persons, including
Governmental Entities, necessary
or appropriate to authorize, approve or permit the Merger, including all
necessary consents or releases from
holders of options or warrants under the Stock Option Plans and to take all
such other action as may be
necessary to give effect to the transactions contemplated by Section 2.6, and
(ii) to defend and cooperate
with each other in defending any lawsuits or other legal proceedings,
including appeals, whether individual
or administrative and whether brought derivatively or on behalf of third
parties (including Governmental
Entities or officials) challenging this Agreement or the consummation of the
transactions contemplated
hereby.  The Parent and  the Purchaser will furnish to the Company, and the
Company will furnish to the
Parent and the Purchaser, such necessary information and reasonable
assistance as the Company, or the
Parent and the Purchaser, as the case may be, may request in connection with
its or their preparation of all
necessary filings with any third parties, including Governmental Entities. 
The Parent and the Purchaser
will furnish to the Company, and the Company will furnish to the Parent and
the Purchaser, copies of all
correspondence, filings or communications (or memoranda setting forth the
substance thereof) between the
Parent and the Purchaser, or the Company, or any of their respective
representatives, on the one hand, and
any governmental agency or authority, or members of the Staff of such agency
or authority, on the other
hand, with respect to this Agreement, the Offer or the Merger. 

               (c)  Prior to the Effective Date, the Company and the Parent
shall each use its
respective commercially reasonable efforts to obtain the consent or approval
of each person whose consent
or approval shall be required in order to permit the Company, the Parent or
the Purchaser, as the case may
be, to consummate the Offer and the Merger, including, without limitation,
consents or waivers from the
third parties identified on Schedule 3.10 of the Company Disclosure Letter.

               (d)  Upon the terms and subject to the conditions contained
herein, each of the
parties hereto covenants and agrees to use its reasonable best efforts to
take, or cause to be taken, all action
or do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations
to consummate and make effective the transactions contemplated hereby. 
Notwithstanding anything to the
contrary contained in this Agreement, in connection with any filing or
submission required or action to be
taken by either the Parent or the Company to consummate the Offer, to effect
the Merger and to
consummate the other transactions contemplated hereby, the Company shall not,
without the Parent's prior
written consent, commit to any divestiture transaction and neither the Parent
nor any of its affiliates shall
be required to divest or hold separate or otherwise take or commit to take
any action that limits its freedom
of action with respect to, or its ability to retain, the Company or any of
the material businesses, product
lines or assets of the Parent or any of its affiliates.

     5.5       Notification of Certain Matters.  The Company shall give
prompt- notice to the Parent
and the Purchaser, and the Parent and the Purchaser shall give prompt notice
to the Company, of (i) the
occurrence, or failure to occur, of any event which occurrence or failure
would be likely to cause any
representation or warranty contained in this Agreement to be untrue or
inaccurate in any material respect
any time from the date hereof to the Effective Date and (ii) any material
failure of the Company, the Parent
or the Purchaser, as the case may be, to comply with or satisfy any covenant,
condition or agreement to be
complied with or satisfied by it hereunder. 

     5.6       Stockholders' Meeting; Board Recommendations; Proxy Material.

               (a)  If required to consummate the Merger, following the
expiration of the Offer
the Company shall, in accordance with applicable law and the Amended and
Restated Certificate of
Incorporation and the Amended and Restated Bylaws of the Company duly call,
give notice of, convene
and hold a special meeting of its stockholders (the "Special Meeting") as
promptly as practicable for the
purpose of considering and taking action upon this Agreement and the Merger
and such other matters as
may be appropriate at the Special Meeting.  At such Special Meeting, the
Parent shall vote, or cause to be
voted, all of the Shares of Common Stock then owned by the Parent or
Purchaser, or any of their affiliates
(collectively, the "Parent Companies") in favor of this Agreement and the
Merger.

               (b)  The Board shall recommend acceptance of the Offer and
approval and adoption
of this Agreement and the Merger by the Company's stockholders and, to the
extent required, shall use its
reasonable best efforts to obtain stockholder approval of this Agreement and
the Merger; provided that the
Board may withdraw, modify or change such recommendation if it has reasonably
determined in good faith,
after consultation with outside legal counsel, that the Board is required to
withdraw, modify or change such
recommendation or the recommendation of the Offer to comply with the Board's
fiduciary duties to the
Company's stockholders under applicable law.  In the event the Parent
acquires at least 90% of the
outstanding shares of each class of capital stock of the Company pursuant to
the Offer or otherwise, the
Parent, the Purchaser and the Company shall take all necessary and
appropriate action to cause the Merger
to become effective as soon as practicable after such acquisition, without a
meeting of the stockholders of
the Company, in accordance with Delaware Law.

               (c)  If approval by the stockholders of the Company of this
Agreement or the
Merger is required by law, the Company shall, as soon as practicable
following the termination of the
Offer, prepare and file with the SEC, and the Parent and the Purchaser shall
cooperate with the Company
in such preparation and filing, a preliminary proxy statement relating to
this Agreement and the transactions
contemplated hereby and use its reasonable best efforts to furnish the
information required to be included
by the SEC in the Proxy Statement (as defined hereafter) and, after
consultation with the Parent, to respond
promptly to any comments made by the SEC with respect to the preliminary
proxy statement and shall,
cause a definitive proxy statement (the "Proxy Statement") to be mailed to
the Company's stockholders that
contains the recommendation of the Board that stockholders of the Company
approve and adopt this
Agreement.  If applicable to the Merger, the  Parent agrees to comply with
the requirements of Rule 13e-3
under the Exchange Act.  The Company will notify the Parent and the Purchaser
of the receipt of any
comments from the SEC or its staff and of any request by the SEC or its staff
for amendments or
supplements to the preliminary proxy statement and the Proxy Statement or for
additional information and
will supply the Parent and the Purchaser with copies of all correspondence
between the Company or any
of its representatives, on the one hand, and the SEC or its staff, on the
other hand, with respect to the
preliminary proxy statement and the Proxy Statement or the Merger.  The
Company shall give the Parent
and the Purchaser and its counsel the opportunity to review the preliminary
proxy statement and the Proxy
Statement prior to its being filed with the SEC and shall give the Parent and
the Purchaser and its counsel
the opportunity to review all amendments and supplements to the preliminary
proxy statement and the
Proxy Statement and all responses to requests for additional information and
replies to comments prior to
their being filed with, or sent to, the SEC.  If at any time prior to the
approval of this Agreement by the
Company's stockholders there shall occur any event that is required to be set
forth in an amendment or
supplement to the Proxy Statement, the Company will prepare and mail to its
stockholders such an
amendment or supplement.

     5.7       Information Statement.  As soon as practicable after the date
of this Agreement, the
Company will prepare and file with the SEC, and the Parent and the Purchaser
shall cooperate with the
Company in such preparation and filing, a preliminary information statement
relating to the Charter
Amendment and use its reasonable best efforts to furnish the information
required to be included by the
SEC in the Information Statement and, after consultation with the Parent, to
respond promptly to any
comments made by the SEC with respect to the preliminary information
statement and shall use its
reasonable best efforts to cause a definitive information statement (the
"Information Statement") to be
mailed to the Company's stockholders as soon as practicable.  The Company
will notify the Parent and the
Purchaser of the receipt of any comments from the SEC or its staff and of any
request by the SEC or its
staff for amendments or supplements to the preliminary information statement
and the Information
Statement or for additional information and will supply the Parent and the
Purchaser with copies of all
correspondence between the Company or any of its representatives, on the one
hand, and the SEC or its
staff, on the other hand, with respect to the preliminary information
statement and the Information
Statement or the Merger.  The Company shall give the Parent and the Purchaser
and its counsel the
opportunity to review the preliminary information statement and the
Information Statement prior to its
being filed with the SEC and shall give the Parent and the Purchaser and its
counsel the opportunity to
review all amendments and supplements to the preliminary information
statement and the Information
Statement and all responses to requests for additional information and
replies to comments prior to their
being filed with, or sent to, the SEC.  The Company will cause the
Certificate of Amendment to be filed
with Secretary of State of Delaware the next business day after all
applicable time periods for taking such
actions have expired.  If at any time prior to the effectiveness of the
Charter Amendment there shall occur
any event that is required to be set forth in an amendment or supplement to
the Information Statement, the
Company will prepare and mail to its stockholders such an amendment or
supplement.

     5.8       Acquisition Proposals.  From and after the date of this
Agreement until the earlier of
the Effective Date or the consummation of the Offer, except as provided
below, the Company agrees that
(a) neither the Company nor its Subsidiaries shall, and the Company shall not
authorize or permit its
officers, directors, employees, agents or representatives (including, without
limitation, any investment
banker, attorney or accountant retained by it or any of its Subsidiaries) to,
initiate, solicit or knowingly
encourage, directly or indirectly, any inquiries or the making or
implementation of any proposal or offer
(including, without limitation, any proposal or offer to its stockholders)
with respect to a merger,
acquisition, consolidation, tender offer, exchange offer or similar
transaction involving, or any purchase
of all or any significant portion of the assets or any significant portion of
the equity securities (excluding
any issuable pursuant to agreement existing on the date hereof) of, the
Company or its Subsidiaries (any
such proposal or offer, other than by the Parent or its affiliates, being
hereinafter referred to as an
"Acquisition Proposal") or engage in any negotiations concerning, or provide
any confidential information
or data to, or have any substantive discussions with, any person relating to
an Acquisition Proposal, or
otherwise knowingly facilitate any effort or attempt to make or implement an
Acquisition Proposal; (b) it
will immediately cease and cause to be terminated any existing activities,
discussions or negotiations with
any parties conducted heretofore with respect to any of the foregoing; and
(c) it will notify the Parent
immediately (but in no event later than 24 hours) if any such Acquisition
Proposals are received by the
Company, any such information is requested from the Company, or any such
negotiations or discussions
are sought to be initiated or continued with the Company.  Any such notice
pursuant to clause (c) of the
previous sentence shall include the identity of the party making the
Acquisition Proposal and the terms of
such proposal.  Notwithstanding the foregoing, nothing contained in this
Section 5.8 shall prohibit the
Board of Directors of the Company from (i) furnishing information to or
entering into discussions or
negotiations with, any person or entity that indicates an interest in making
a Superior Proposal (as
hereinafter defined), if, and only to the extent that, (A) the Board of
Directors reasonably determines in
good faith after consultation with outside counsel that such action is
required for the Board of Directors
to comply with its fiduciary duties to its stockholders under applicable law
and (B) the Company keeps the
Parent informed of the status and terms of any such discussions or
negotiations; and (ii) to the extent
applicable, complying with Rule 14d-9 and Rule 14e-2 promulgated under the
Exchange Act with regard
to an Acquisition Proposal.  If any person or entity makes a Superior
Proposal, upon receipt and
determination thereof, the Company shall promptly (but in no event later than
24 hours after determination)
provide written notice (a "Notice of a Superior Proposal") to the Parent of
such Superior Proposal,
including the identity of the parties and the terms thereof.  For purposes of
this Agreement, "Superior
Proposal" means an unsolicited bona fide Acquisition Proposal by a third
party in writing that the Board
of Directors of the Company determines in its good faith reasonable judgment
(based on the advice of a
nationally recognized investment banking firm) provides greater aggregate
value to the Company's
stockholders than the transactions contemplated by this Agreement and for
which any required financing
is committed or which, in the good faith reasonable judgment of the Board of
Directors (based on the
advice of a nationally recognized investment banking firm), is reasonably
capable of being financed by
such third party.

     Nothing in this Section 5.8 shall (x) permit the Company to terminate
this Agreement, (y)
permit the Company to enter into any agreement with respect to an Acquisition
Proposal during the term
of this Agreement, or (z) affect any other obligation of any party under this
Agreement.

     5.9       Third Party Standstill Agreements.  During the period from the
date of this Agreement
until the earlier of the Effective Date or termination hereof, the Company
shall not terminate, amend,
modify or waive any provision of any confidentiality or standstill agreement
to which the Company or any
of its Subsidiaries is a party (other than those involving the Parent or its
affiliates).  During such period,
the Company agrees to enforce, to the fullest extent under applicable law,
the provisions of any such
agreements, including, but not limited to, injunctions to prevent any
breaches of such agreements and to
enforce specifically the terms and provisions thereof in any court of the
United States or any state thereof
having jurisdiction.

     5.10      Expenses.  (a) All costs and expenses incurred in connection
with this Agreement, the
Merger and the transactions contemplated hereby shall be paid by the party
incurring such cost or expense.

     (b)       Notwithstanding any provision in this Agreement to the
contrary, the Company shall
pay, or cause to be paid, in same day funds, to Parent (x) the Expenses (as
hereinafter defined) in an
amount up to but not to exceed $3,000,000 and (y) $9,900,000 (the
"Termination Fee") under the
circumstances and at the times set forth as follows:

                    (i)  if the Company or the Parent terminates this
Agreement under Section
8.1(b) and after the date hereof a Takeover Proposal (as defined hereafter)
shall have been made and
concurrently with or within twelve months after such termination, the Company
shall enter into an
agreement providing for a Takeover Proposal or a Takeover Proposal shall have
been consummated, the
Company shall pay the Expenses and the Termination Fee concurrently with the
earlier of the entering into
of such agreement or the consummation of such Takeover Proposal; and

                    (ii)  if the Company or the Parent terminates this
Agreement under Section
8.1(c) and after the date hereof (but on or prior to the date of termination)
aTakeover Proposal shall have
been made , the Company shall pay the Expenses and the Termination Fee
concurrently with such
termination; and

                    (iii)  if the Company or the Parent terminates this
Agreement under Section
8.1(e) as a result of the occurrence of paragraphs (b) or (h) of Annex A, the
Company shall pay the
Expenses; and

                    (iv)  if the Company or the Parent terminates this
Agreement under Section
8.1(e) as a result of clause (x) of Annex A, paragraph (b) of Annex A or the
failure to attain the Minimum
Condition and, after the date hereof (but on or prior to the date of
termination) a Takeover Proposal shall
have been made, the Company shall pay, the Expenses and the Termination Fee
concurrently with such
termination; and

                    (v)  if the Parent terminates this Agreement under
Section 8.1(f), the Company
shall pay the Expenses and the Termination Fee concurrently with such
termination.

     (c)       As used herein, (i) "Expenses" shall mean all out-of-pocket
fees and expenses incurred
or paid by or on behalf of the Parent or any affiliate of the Parent in
connection with this Agreement and
the transactions contemplated herein, including all fees and expenses of
counsel, investment banking firms,
accountants and consultants which are evidenced by written invoice or other
supporting documentation
provided by Parent; and (ii) "Takeover Proposal" shall mean any proposal or
offer to the Company or its
stockholders by a third party with respect to (x) a tender offer or exchange
offer for 30% or more of the
outstanding shares of capital stock of the Company, (y) a merger,
consolidation or sale of all or
substantially all of the assets of the Company, or similar transaction or (z)
any liquidation or
recapitalization having the foregoing effect.

                                ARTICLE VI

                                CONDITIONS

     6.1       Conditions to Each Party's Obligation to Effect the Merger. 
The respective obligation
of each party to effect the Merger shall be subject to the satisfaction or
waiver, where permissible, prior
to the Effective Time, of the following conditions:

               (a)  If approval of this Agreement and the Merger by the
holders of Common Stock
is required by applicable law, this Agreement and the Merger shall have been
approved by the requisite
vote of such holders.

               (b)  No injunction or any other order, decree or ruling shall
have been issued by
a court of competent jurisdiction or by a Governmental Entity, nor shall any
statute, rule, regulation or
executive order have been promulgated or enacted by any Governmental Entity,
in each case that prevents
the consummation of the Merger; provided, however, that each of the parties
shall have used reasonable
efforts to prevent the entry of any such injunction or other order, decree or
ruling and to appeal promptly
the same after issuance thereof.

     6.2       Conditions to Obligation of the Parent to Effect the Merger. 
The obligations of the
Parent and the Purchaser to effect the Merger shall be further subject to the
satisfaction or waiver on or
prior to the Effective Time of the condition that the Purchase shall have
accepted for payment and paid for
Shares tendered pursuant to the Offer; provided, that this condition shall be
deemed satisfied if the
Purchaser's failure to accept for payment and pay for such shares breaches
this Agreement or violates the
terms and conditions of the Offer.


                                ARTICLE VII

                       ADDITIONAL COVENANTS OF THE 
                   COMPANY, THE PARENT AND THE PURCHASER

     7.1       Employee Benefits.  

               (a)  The Surviving Corporation and its subsidiaries will
honor, and the Parent agrees
to cause the Surviving Corporation and its subsidiaries to honor, all of the
Company's employment,
transition employment, non-compete, consulting, benefit, compensation or
severance agreements (the
"Employment Agreements") in accordance with their terms and, for a period of
not less than twelve (12)
months immediately following the Effective Date, all of the Company's written
employee severance plans
(or policies), in existence on the date hereof, including, without
limitation, the separation pay plan for
corporate officers.  Schedule 7.1 of the Company Disclosure Letter hereto
lists all Employment Agreements
not terminable upon 30 days' written notice and which require annual payments
in excess of $75,000, true
and complete copies of all of which have been furnished to the Parent.

               (b)  If any salaried employee of the Company becomes a
participant in any
employee benefit plan, practice or policy of the parent, the Purchaser, any
of their affiliates or the
Surviving Corporation, such employee shall be given credit under such plan,
practice or policy for all
service prior to the Effective Time with the Company, or any predecessor
employer (to the extent such
credit was given by the Company), and all service after the Effective Time
and prior to the time such
employee becomes such a participant, for purposes of eligibility and vesting
and for all other purposes for
which such service is either taken into account or recognized; provided,
however, such service need not
be credited to the extent it would result in a duplication of benefits,
including, without limitation, benefit
accrual service under defined benefit plans.

               (c)  For at least twelve months following the Effective Date,
the Parent shall cause
the Surviving Corporation to maintain employee benefits for management and
hourly employees of the
Company and its Subsidiaries that are no less than the employee benefits, in
the aggregate,  available to
similarly situated management and hourly employees of the Parent and its
subsidiaries.  Nothing contained
herein shall be construed to obligate the Parent or any of its subsidiaries
to employ, or cause the Company
or its Subsidiaries from and after the Effective Date to continue to employ,
any management or hourly
employee of the Company or its Subsidiaries. 

     7.2       Officers' and Directors' Insurance; Indemnification. 

               (a)  The Company shall indemnify and hold harmless, and, after
the Effective Date,
the Surviving Corporation and the Parent shall indemnify and hold harmless,
each present and former
director and officer of the Company (the "Indemnified
Parties") against any expenses (including attorneys' fees), judgments,  fines
and amounts paid in settlement
actually and reasonably incurred by such Indemnified Party in connection with
any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative to which
such Indemnified Party was made,  or threatened to be made, a party by reason
of the fact that such
Indemnified Party was or is a director,  officer, employee or agent of the
Company, or was serving at the
request of the Company as a director, officer, employee or  agent of  another
corporation,  partnership, joint
venture trust or other enterprise and which arises out of or pertains to any
action or omission occurring
prior to the Effective Date (including, without limitation, any which arise
out of or relate to the transactions
contemplated by this Agreement) to the full extent permitted under the
Delaware Law  (and the Company
or the Surviving Corporation and the Parent, as the case may be, will advance
expenses to each such person
to the full extent so permitted); provided, that any determination required
to be made with respect to
whether an Indemnified Party's conduct complied with the standards set forth
in the Delaware Law shall
be made by independent counsel selected by such Indemnified Party and
reasonably satisfactory to the
Company or the Surviving Corporation and the Parent, as the case may be
(which shall pay such counsel's
fees and expenses).  In the event any such claim, action, suit, proceeding or
investigation if brought against
any Indemnified Party (whether arising before or after the Effective Date),
(a) the Company (or the Parent
and the Surviving Corporation after the Effective Date) shall retain counsel
for the Indemnified Parties
reasonably satisfactory to them, (b) the Company (or the Surviving
Corporation and the Parent after the
Effective Date) shall pay all fees and expenses of such counsel for the
Indemnified Parties promptly as
statements therefor are received, and (c) the Company (or the Surviving
Corporation and the Parent after
the Effective Date) will use its reasonable best efforts to assist in the
vigorous defense of any such matter,
provided, that neither the Company, the Surviving Corporation nor the Parent
shall be liable for any such
settlement effected without their written consent, which consent, however,
shall not be unreasonably
withheld.  Any Indemnified Party wishing to claim indemnification under this
Section 7.2, upon learning
of any such claim, action, suit, proceeding or investigation, shall notify
the Company or the Surviving
Corporation or the Parent thereof and shall deliver to the Company or the
Surviving Corporation or the
Parent an undertaking to repay any amounts advanced pursuant hereto in the
event a court of competent
jurisdiction shall ultimately determine, after exhaustion of all avenues of
appeal, that such Indemnified
Party was not entitled to indemnification under this Section.
     
               (b)  For five years after the Effective Date, the Surviving
Corporation and the Parent
shall use their respective reasonable best efforts to provide officers' and
directors' liability insurance for
events occurring prior to the Effective Time covering the Indemnified Parties
who are currently covered
by the Company's officers' and directors' liability insurance policy (a copy
of which has heretofore been
delivered to the Parent) on terms no less favorable than those of such policy
in terms of coverage and
amounts or, if substantially similar insurance coverage is unavailable, the
best available coverage; provided,
however, that the Surviving Corporation shall not be required to pay a per
annum amount of premiums for
such officers' and directors' insurance in excess of 200 percent of the last
per annum amount of premiums
incurred prior to the date hereof, but in such case shall purchase as much
coverage as possible for such
amount.  The Company represents and warrants that the last per annum amount
of such premiums incurred
by the Company is approximately $280,000. 

               (c)  This Section 7.2 shall survive the consummation of the
Merger.  Subject to the
Delaware Law, the certificate of incorporation and bylaws of the Company and
the Surviving Corporation
shall not be amended in a manner which adversely affects the rights of the
Indemnified Parties under this
Section 7.2. 

     7.3       Transition Agreements.  The Parent and the Purchaser agree
that the Surviving
Corporation shall maintain and shall comply with the Company's Transition
Employment Agreements, as
amended, and Stay Bonus Agreements, with several officers of the Company
listed on Schedule 7.3 of the
Company Disclosure Letter and the Employment Agreement, as amended, with R.
Randolph Devening set
forth on Schedule 7.3 of the Company Disclosure Letter (collectively referred
to herein as the "Transition
Agreements").  The Company agrees not to amend the Transition Agreements
after the date hereof without
first obtaining the Parent's consent. 

     7.4       Restructuring of Transaction.  Notwithstanding any provision
contained in this
Agreement to the contrary, in the event that any claim, suit, proceeding or
action is brought against any of
the Parent, the Purchaser or the Company seeking to limit, void or enjoin any
of the transactions
contemplated by this Agreement, the Tender Agreements or any action taken by
the Board of Directors of
the Company to facilitate any transaction contemplated by this Agreement or
the Tender Agreements on
the basis of the transfer restriction contained in Article Fifth of the
Company's Amended and Restated
Certificate of Incorporation or the rules of the New York Stock Exchange,
either the Parent or the Company
may, at its option, upon written notice to the other parties, elect to amend
this Agreement to provide for
a cash merger of the Purchaser with and into the Company in lieu of the Offer
upon terms and conditions
which are substantially consistent with those contained in this Agreement,
and all parties shall as promptly
as practicable following receipt of such notice amend this Agreement.

                               ARTICLE VIII

                               MISCELLANEOUS

     8.1       Termination.  Notwithstanding anything herein to the contrary,
this Agreement may
be terminated and the Merger may be abandoned at any time prior to the
Effective Time, whether before
or after the Company has obtained stockholder approval:

               (a)  by the mutual written consent of the Board of Directors
of each of the Company
and the Parent;

               (b)  by either the Company or the Parent, if the Merger has
not been consummated
by the close of business on September 24, 1997, or such other date, if any,
as the Company and the Parent
shall agree upon; provided, however, that the right to terminate this
Agreement pursuant to this Section
8.1(b) shall not be available to any party whose failure to fulfill any of
its obligations contained in this
Agreement has been the cause of, or resulted in, the failure of the Merger to
have occurred prior to the
aforesaid date; 

               (c)  by either the Company or the Parent, if the acquisition
of the Company has
been restructured to be a cash merger pursuant to Section 7.4 and the
stockholders of the Company fail to
approve and adopt this Agreement and the Merger, at the Special Meeting or
any postponement or
adjournment thereof;

               (d)  by either the Company or the Parent, if any Governmental
Entity shall have
issued any judgment, injunction, order or decree enjoining Parent or the
Company from consummating the
Offer or the Merger and such judgment, injunction, order or decree shall
become final and nonappealable;
or 

               (e)  by the Company or the Parent if the Offer terminates or
expires on account of
the failure of any condition specified in Annex A without the Parent having
purchased any Shares
thereunder; provided, however, that the right to terminate this Agreement
pursuant to this Section 8.1(e)
shall not be available to any party whose failure to fulfill any of its
obligations contained in this Agreement
has been the cause of, or resulted in, the failure of any such condition;

               (f)  by the Parent prior to the consummation of the Offer if
(i) the Board of
Directors of the Company shall not have recommended, or shall have resolved
not to recommend, or shall
have modified or withdrawn its recommendation of the Offer or the Merger or
determination that the Offer
or the Merger is fair to and in the best interest of the Company and its
stockholders, or shall have resolved
to do so, or (ii) the Board of Directors of the Company fails to recommend
against acceptance of an
Acquisition Proposal within five business days after a request by Parent or
Purchaser to do so.

               The party desiring to terminate this Agreement pursuant to
this Section 8.1 shall give
written notice of such termination to the other party.

     8.2       Effect of Termination.  If this Agreement is terminated
pursuant to Section 8.1 hereof,
this Agreement shall become void and of no effect with no liability on the
part of any party hereto;
provided, that the agreements contained in this Section 8.2 and in Sections
5.10 and 8.3 and the second
proviso of Section 5.3 hereof shall survive the termination hereof; and,
provided, further, that the
termination of this Agreement shall not relieve any party for liability for
any willful and knowing breach
of this Agreement.

     8.3       No Survival of Representations, Warranties and Covenants. 
Except for the agreements
set forth in Sections 7.1, 7.2 and 7.3 hereof, the respective
representations, warranties and covenants of the
Company, Parent and the Purchaser contained herein shall expire with, and be
terminated and extinguished
upon, consummation of the Merger, and thereafter neither the Company, Parent
nor the Purchaser nor any
officer, director or principal thereof shall be subject to any liability
whatsoever based on any such
representation, warranty or covenant.

     8.4       Assignment.  Neither this Agreement nor any of the rights or
obligations hereunder
may be assigned by the Company without the prior written consent of  the
Parent and the Purchaser, or by 
the Parent or the Purchaser without the prior written consent of the Company,
except that  Purchaser may
assign, in its sole discretion, any of or all its rights, interests and
obligations under this Agreement to the
Parent or to any direct or indirect wholly-owned subsidiary of the Parent,
but no such assignment shall
relieve the Purchaser of any of its obligations hereunder; provided, that
such assignment shall not
materially impede or delay the consummation of the transactions contemplated
by this Agreement.  Subject
to the foregoing, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and
their respective successors and assigns. 

     8.5       Notices.  All notices, requests, demands and other
communications hereunder to any
party shall be in writing and shall be delivered or transmitted by (i)
delivery in person, (ii) courier or
messenger service, (iii) telegram, telex, telecopy, or similar electronic or
facsimile transmission, or (iv)
registered or certified United States Mail, postage prepaid and return
receipt requested, in each case as
follows: 

If to the Company, addressed to:     Foodbrands America, Inc.
                                     1601 N.W. Expressway
                                     Suite 1700
                                     Oklahoma City, OK  73118-1495

                                     Attn:  Mr. R. Randolph Devening
                                          Chairman, President and
                                          Chief Executive Officer
                                     Facsimile No. (405) 840-2447

With copies to:                           McAfee & Taft
                                     A Professional Corporation
                                     Tenth Floor, Two Leadership Square
                                     211 North Robinson
                                     Oklahoma City, Oklahoma 73102-7103

                                     Attention:  John M. Mee, Esq.
                                               W. Chris Coleman, Esq.
                                     Facsimile No. (405) 235-0439

                                               and

                                     Skadden, Arps, Slate, Meagher & Flom LLP

                                     919 Third Avenue
                                     New York, New York  10022-9931

                                     Attention:  Mark C. Smith, Esq.
                                     Facsimile No. (212) 735-2000

If to the Parent or the Purchaser, 
addressed to:            IBP, inc.
                         IBP Avenue
                         P. O. Box 515
                         Dakota City, Nebraska 68731

                                     Attention:  Robert L. Peterson
                                     Facsimile No. (402) 241-2427

With a copy to:                           Sidley & Austin
                                     One First National Plaza
                                     Chicago, Illinois  60603

                                     Attention:  Larry A. Barden, Esq.
                                     Paul L. Choi, Esq.
                                     Facsimile No. (312) 853-7036

or to such other place and with such other copies as a party may designate as
to itself by written notice to
the others. All notices delivered or transmitted by any method described in
clauses (i), (ii), and (iv) of this
Section 8.5 shall be deemed given and effective upon receipt or refusal of
receipt by the addressee, with
the courier's delivery record or the return receipt being conclusive evidence
of such receipt or attempted
delivery.  All notices delivered or transmitted by any method described in
clause (iii) of this Section 8.4
shall be given and effective upon receipt of transmission, with the
answerback or the facsimile or electronic
confirmation of transmission being conclusive evidence of such receipt
(unless the addressee promptly
gives a notice to the transmitting party of the incompleteness or
illegibility of the original notice); provided,
however, any communication provided under clause (iii) shall be followed by
a duplicate communication
under either clause (i), clause (ii) or clause (iv).  In any event, if
receipt or refusal of receipt is on a day that
is not a Business Day, then receipt shall be deemed to have occurred on the
first Business Day thereafter. 
A "Business Day" is any day that is not a Saturday, Sunday, or state or
federal legal holiday. 

     8.6       Choice of Law.  This Agreement shall be construed, interpreted
and the rights of the
parties determined in accordance with the laws of the State of Delaware
except with respect to matters of
law concerning the internal corporate affairs of any corporate entity which
is a party to or the subject of
this Agreement but is not incorporated in the State of Delaware, and as to
those matters the law of the
jurisdiction under which the respective entity derives its powers shall
govern. 

     8.7       Entire Agreement; Amendments and Waivers.  This Agreement,
together with all
schedules contained in the Company Disclosure Letter and exhibits hereto and
the confidentiality
agreement between the Parent and the Company dated January 25, 1997 (the
"Confidentiality Agreement"),
constitutes the entire agreement among the parties pertaining to the subject
matter hereof and supersedes
all prior agreements, understandings, negotiations and discussions, whether
oral or written, of the parties. 
To the extent any of the provisions of this Agreement or the Tender
Agreements conflict with any of the
provisions of the Confidentiality Agreement, the provisions of this Agreement
or the Tender Agreements,
as the case may be, shall control and any such provisions of the
Confidentiality Agreement shall be deemed
amended and superseded.  No supplement, notification or waiver of this
Agreement shall be binding unless
executed in writing by the party or parties to be bound thereby.  No waiver
of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not
similar), nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided. 

     8.8       Schedules.  Notwithstanding anything to the contrary contained
in this Agreement,
the Company, the Parent and the Purchaser hereby agree that the schedules
attached to the Company
Disclosure Letter are made a part of this Agreement for all purposes.  The
parties further understand and
agree that disclosure made in any schedule shall be deemed disclosure in all
other schedules as if set forth
therein, i.e., information set forth in one schedule shall be deemed
disclosure in all schedules other than
as to the matters disclosed in Schedules 3.3 and 3.10.

     8.9       No Third Party Beneficiary.  This Agreement is for the benefit
of, and may be
enforced only by,  the Parent, the Purchaser and the Company and their
respective assignees, and is not for
the benefit of, and may not be enforced by, any third party except for
Section 7.2. 

     8.10      Counterparts.  This Agreement may be executed in one or more
counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument
and shall be effective when two or more counterparts have been signed by each
of the parties hereto and
delivered to the other parties.

     8.11      Invalidity.  In the event that any one or more of the
provisions contained in this
Agreement or in any other instrument referred to herein, shall, for any
reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other
provision of this Agreement or any other such instrument. 

     8.12      Headings.  The headings of the Articles and Sections herein
are inserted for
convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation
of this Agreement. 

     8.13      Publicity.  Unless required by law or the rules of any
applicable securities exchange,
neither party shall issue any press release or make any public statement
regarding the transactions
contemplated hereby, without the prior approval of the other party (which
approval shall not be
unreasonably withheld). 

<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed
on their respective behalf, by their respective officers, thereunto duly
authorized, as of the day and year
first above written. 

     FOODBRANDS AMERICA, INC.
     ("Company")


     By                                                       
                                  R. Randolph Devening, Chairman,
                                  President and Chief Executive Officer


     IBP, inc.                                               
     ("Parent")


     By                                                       
                                  Robert L. Peterson, Chairman and Chief
                                  Executive Officer


     IBP Sub, Inc.                                                         
     (the "Purchaser")


     By                                                       
                                  Larry Shipley, President
<PAGE>
                                  ANNEX A

                      Certain Conditions Of The Offer


     Notwithstanding any other provision of the Agreement or the Offer, the
Purchaser shall not
be required to accept for payment or pay for, or may delay the acceptance for
payment of or payment for,
any tendered Shares, or may, in its sole discretion, at any time, terminate
or amend the Offer as to any
Shares not then paid for if (v) a majority of the Shares outstanding on a
fully diluted basis shall not have
been validly tendered pursuant to the Offer and not withdrawn prior to the
expiration of the Offer (the
"Minimum Condition"), (w) any waiting period under the Antitrust Improvements
Act applicable to the
purchase of shares of Common Stock pursuant to the Offer shall not have
expired or shall not have been
terminated prior to the expiration of the Offer, (x) the Certificate of
Amendment shall not have been filed
with the Secretary of State of the State of Delaware and the Charter
Amendment shall not be in full force
and effect prior to the close of business on September 24, 1997, (y) the
Agreement shall have been
terminated in accordance with its terms, or (z) on or after the date of the
Agreement, and at or before the
time of payment for any such Shares, any of the following events shall occur:

     (a)       there shall have occurred (i) any general suspension of, or
limitation on prices for,
               trading in securities on the New York Stock Exchange or on
NASDAQ, (ii) a
               declaration of a banking moratorium or any suspension of
payments in respect of
               banks in the United States, (iii) a commencement of a war,
armed hostilities or other
               international or national calamity directly involving the
armed forces of the United
               States, (iv) any general limitation (whether or not mandatory)
by any governmental
               authority on the extension of credit by banks or other lending
institutions, (v) in the
               case of any of the foregoing existing at the time of the
commencement of the Offer,
               a material acceleration or worsening thereof, (vi) a decline
of at least thirty percent
               (30%) in the Dow Jones Industrial Average or the Standard and
Poors 500 Index from
               the date of this Agreement to the expiration or termination of
the Offer or (vii) a
               change in general financial, bank or capital market conditions
which materially and
               adversely affects the ability of financial institutions in the
United States to extend
               credit or syndicate loans;

     (b)       any of the representations and warranties of the Company set
forth in the Agreement
               that are qualified as to materiality shall not be true and
correct or any such
               representations and warranties that are not so qualified shall
not be true and correct
               in any material respect, in each case, on the date when made
and at the Expiration
               Date, or in the case of any representations and warranties
that are made as of a
               different date, as of that date; or

     (c)       the Company shall have breached or failed to comply in any
material respect with any
               of its obligations under the Agreement and such failure
continues for two (2) days
               after receipt by the Company of notice from  the Parent
specifying such failure; or

     (d)       there shall have been instituted or pending any litigation by
a Governmental Entity
               thereof (i) which prohibits the consummation of the
transactions contemplated by the
               Offer or the Merger; (ii) which prohibits the Parent's or the
Purchaser's ownership or
               operation of all or any material portion of their or the
Company's business or assets,
               or which compels the Parent or the Purchaser to dispose of or
hold separate all or any
               material portion of the Parent's or the Purchaser's or the
Company's business or assets
               as a result of the transactions contemplated by the Offer or
the Merger, (iii) which
               makes the acceptance for payment, purchase of, or payment for,
some or all of the
               Shares illegal; (iv) which imposes material limitations on the
ability of  the Parent or 
               the Purchaser to acquire or hold or to exercise effectively
all rights of ownership of
               Shares including, without limitation, the right to vote any
Shares purchased by the
               Purchaser or the Parent on all matters properly presented to
the stockholders of the
               Company, or (v) which imposes any limitations on the ability
of the Parent or the
               Purchaser, or any of their respective subsidiaries,
effectively to control in any material
               respect the business or operations of the Company;

     (e)       any statute, rule, regulation, order or injunction shall be
enacted, promulgated,
               entered, enforced or deemed applicable to the Offer or the
Merger or any other action
               shall have been taken by any United States governmental
authority or court (i) which
               prohibits the consummation of the transactions contemplated by
the Offer or the
               Merger; (ii) which prohibits the Parent's or the Purchaser's
ownership or operation of
               all or any material portion of their or the Company's business
or assets, or which
               compels the Parent or the Purchaser to dispose of or hold
separate all or any material
               portion of the Parent's or the Purchaser's or the Company's
business or assets as a
               result of the transactions contemplated by the Offer or the
Merger, (iii) which makes
               the acceptance for payment, purchase of, or payment for, some
or all of the Shares
               illegal; (iv) which imposes material limitations on the
ability of  the Parent or  the
               Purchaser to acquire or hold or to exercise effectively all
rights of ownership of
               Shares including, without limitation, the right to vote any
Shares purchased by the
               Purchaser or the Parent on all matters properly presented to
the stockholders of the
               Company, or (v) which imposes any limitations on the ability
of the Parent or the
               Purchaser, or any of their respective subsidiaries,
effectively to control in any material
               respect the business or operations of the Company;

     (f)       Parent or the Purchaser shall have reached an agreement or
understanding in writing
               with the Company providing for termination of the Offer or the
Agreement;

     (g)       any filing required to be made by the Company with, or any
consent, approval or
               authorization required to be obtained prior to the Effective
Time by the Company
               from, any Governmental Entity in connection with the execution
and delivery of the
               Agreement by the Company or the consummation of the Offer or
the transactions
               contemplated by the Agreement, shall not have been made or
obtained; or

     (h)       a Material Adverse Change in the Company has occurred,

which, in the sole judgment of the Purchaser, regardless of the circumstances
giving rise to any such
conditions, makes it inadvisable to proceed with the Offer and/or with such
acceptance for payment of or
payment for Shares.

     The foregoing conditions are for the sole benefit of the Parent and the
Purchaser and may be
asserted by the Parent or the Purchaser regardless of the circumstances or
may be waived by the Parent or 
Purchaser in whole or in part at any time and from time to time in its sole
discretion.


Exhibit 2.2


                             TENDER AGREEMENT


     TENDER AGREEMENT dated as of March 25, 1997 (this
"Agreement"), among IBP, inc., a Delaware corporation (the
"Parent"), IBP Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of the Parent ("Purchaser"), and Joseph Littlejohn &
Levy, L.P., a Delaware limited partnership, and Joseph, Littlejohn
& Levy Fund II, L.P., a Delaware limited partnership (together, the
"Stockholder").

     WHEREAS, concurrently with the execution and delivery of this
Agreement the Parent, Purchaser and Foodbrands America, Inc., a
Delaware corporation (the "Company"), have entered into an
Agreement and Plan of Merger dated as of the date hereof (such
Agreement and Plan of Merger, as amended from time to time, the
"Merger Agreement"), which provides, among other things, that
Purchaser shall make the Offer (as defined in the Merger Agreement)
to purchase at a price of $23.40 per share, net to the sellers in
cash, all of the issued and outstanding shares of the Company's
Common Stock, par value $.01 per share (the "Company Common
Stock"), and shall merge with and into the Company (the "Merger"),
upon the terms and subject to the conditions set forth in the
Merger Agreement (any term used herein without definition shall
have the definition ascribed thereto in the Merger Agreement);

     WHEREAS, the Stockholder owns beneficially and of record
shares of Company Common Stock (such shares of Company Common Stock
being collectively referred to herein as the "Stockholder Shares"
or individually referred to herein as the "Stockholder Share") and;

     WHEREAS, as a condition to the willingness of the Parent and
Purchaser to enter into the Merger Agreement, and as an inducement
to them to do so, the Stockholder has agreed for the benefit of the
Parent and Purchaser to tender the Stockholder Shares and any other
shares of Company Common Stock at any time during the term of this
Agreement held by the Stockholder, pursuant to the Offer, to vote
all the Stockholder Shares and any other shares of Company Common
Stock owned by the Stockholder in favor of the Merger, and to grant
to Purchaser an option to acquire all Stockholder Shares and all
other shares of Company Common Stock owned by the Stockholder under
certain circumstances, all on the terms and conditions contained in
this Agreement.

     NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained in this Agreement,
the parties hereby agree as follows:


                                 ARTICLE I

                          Tender Offer and Option

     SECTION 1.01.  Tender of Shares.  (a) Within five business
days of the commencement by Purchaser of the Offer, the Stockholder
shall tender to the Depository designated in the Offer to Purchase
(the "Offer to Purchase") distributed by Purchaser in connection
with the Offer (i) a letter of transmittal with respect to the
Stockholder Shares and any other shares of Company Common Stock
held by the Stockholder (whether or not currently held by the
Stockholder; the Stockholder Shares, together with any shares
acquired by the Stockholder in any capacity after the date hereof
and prior to the termination of this Agreement whether upon the
exercise of options, warrants or rights, the conversion or exchange
of convertible or exchangeable securities, or by means of purchase,
dividend, distribution or otherwise (the "Shares"), complying with
the terms of the Offer to Purchase, (ii) the certificates
representing the Shares, and (iii) all other documents or
instruments required to be delivered pursuant to the terms of the
Offer to Purchase.

     (b)  The Stockholder shall not, subject to applicable law,
withdraw the tender effected in accordance with Section 1.01(a);
provided, however, that the Stockholder may decline to tender, or
may withdraw, any and all Shares owned by the Stockholder if the
Purchaser amends the Offer to (w) reduce the Offer Price to less
than $23.40 in cash, net to the stockholders, (x) reduce the number
of shares of Company Common Stock subject to the Offer, (y) change
the form of consideration payable in the Offer or (z) amend or
modify any term or condition of the Offer in a manner adverse to
the stockholders of the Company (other than insignificant changes
or amendments or other than to waive any condition).  The
Stockholder shall give Purchaser at least two business days' prior
notice of any withdrawal of Shares owned by the Stockholder
pursuant to the immediately preceding proviso.

     SECTION 1.02.  Option.  (a) The Stockholder hereby irrevocably
grants Purchaser an option (the "Option"), exercisable only upon
the events and subject to the conditions set forth herein, to
purchase any or all of the Shares at a purchase price per share
equal to $23.40 (or such higher per share price as may be offered
by Purchaser in the Offer).

     (b)  Subject to the conditions set forth in Section 1.03 and
the termination provisions of Section 6.07, Purchaser may exercise
the Option in whole or in part at any time prior to the date 60
days after the expiration or termination of the Offer (such
sixtieth day being herein called the "Option Expiration Date") if
(x) the Stockholder fails to comply with any of its obligations
under this Agreement or withdraws the tender of the Shares except
under the circumstances set forth in the proviso to Section 1.01(b)
(but the Option shall not limit any other right or remedy available
to the Parent or Purchaser against the Stockholder for breach of
this Agreement) or (y) the Offer is not consummated because of the
failure to satisfy any of the conditions to the Offer set forth in
Annex A to the Merger Agreement (other than as a result of any
action or inaction of the Parent or Purchaser which constitutes a
breach of the Merger Agreement).

          Upon the occurrence of any of such circumstances,
Purchaser shall be entitled to exercise the Option and (subject to
Section 1.03) Purchaser shall be entitled to purchase the Shares
and the Stockholder shall sell the Shares to Purchaser.  Purchaser
shall exercise the Option by delivering written notice thereof to
the Stockholder (the "Notice"), specifying the number of Shares to
be purchased and the date, time and place for the closing of such
purchase which date shall not be less than three business days nor
more than five business days from the date the Stockholder receives
the Notice and in no event shall such date be later than the Option
Expiration Date.  The closing of the purchase of Shares pursuant to
this Section 1.02 (the "Closing") shall take place on the date, at
the time and at the place specified in such notice; provided, that
if at such date any of the conditions specified in Section 1.03
shall not have been satisfied (or waived), Purchaser may postpone
the Closing until a date within five business days after such
conditions are satisfied (but not later than the Option Expiration
Date).

     (c)  At the Closing, the Stockholder will deliver to Purchaser
(in accordance with Purchaser's instructions) the certificates
representing the Shares owned by the Stockholder and being
purchased pursuant to Section 1.02(c), duly endorsed or accompanied
by stock powers duly executed in blank.  At such Closing, Purchaser
shall deliver to the Stockholder, by bank wire transfer of
immediately available funds, an amount equal to the number of
Shares being purchased from the Stockholder as specified in the
Notice multiplied by $23.40 (or such higher per share price as may
be offered by Purchaser in the Offer).

     SECTION 1.03.  Conditions to Option.  The obligation of
Purchaser to purchase the Shares at the Closing is subject to the
following conditions:

          (a)  all waiting periods under the Hart-Scott-Rodino
     Antitrust Improvements Act of 1976 and the rules and
     regulations promulgated thereunder (the "HSR Act") applicable
     to such purchase shall have expired or been terminated; and

          (b)  there shall be no preliminary or permanent
     injunction or other order, decree or ruling issued by any
     Governmental Entity, nor any statute, rule, regulation or
     order promulgated or enacted by any Governmental Entity
     prohibiting, or otherwise restraining, such purchase.

     SECTION 1.04.  No Purchase.  Purchaser may allow the Offer to
expire without accepting for payment or paying for any Shares, on
the terms and conditions set forth in the Offer to Purchase, and
may allow the Option to expire without exercising the Option and
purchasing all or any Shares pursuant to such exercise.  If all
Shares validly tendered and not withdrawn are not accepted for
payment and paid for in accordance with the terms of the Offer to
Purchase or pursuant to the exercise of the Option, they shall be
returned to the Stockholder, whereupon they shall continue to be
held by the Stockholder subject to the terms and conditions of this
Agreement.


                                ARTICLE II

                            Consent and Voting

     The Stockholder hereby revokes any and all previous proxies
granted with respect to the Shares owned by the Stockholder.  By
entering into this Agreement, the Stockholder hereby consents to
the Merger Agreement and the transactions contemplated thereby,
including the Merger.  So long as the Merger Agreement is in
effect, the Stockholder hereby agrees (i) to vote all Shares now or
hereafter owned by such Stockholder or execute a consent and not
revoke any proxy, vote or consent, in favor of the Merger
Agreement, the Merger and the transactions contemplated thereby,
and (ii) to oppose any Acquisition Proposal and to vote all Shares
now or hereafter owned by such Stockholder, or execute a consent,
against any Acquisition Proposal.


                                ARTICLE III

                 Representations, Warranties and Covenants
                            of the Stockholder

     The Stockholder represents, warrants and covenants to the
Purchaser that:

     SECTION 3.01.  Ownership.  As of the date hereof the
Stockholder is the sole, true, lawful and beneficial owner of
5,515,833 Shares and that there are no restrictions on voting
rights or rights of disposition pertaining to such Shares other
than those specified herein or any applicable provisions of Article
Fifth of the Company's Amended and Restated Certificate of
Incorporation.  To the extent permitted by Article Fifth of the
Company's Amended and Restated Certificate of Incorporation, the
Stockholder will convey good and valid title to the Shares owned by
the Stockholder and being acquired pursuant to the Offer, the
Merger or the exercise of the Option, as the case may be, free and
clear of any and all liens, restrictions, security interests or any
encumbrances whatsoever (collectively, "Liens").  None of the
Shares owned by the Stockholder is subject to any voting trust or
other agreement, arrangement or restriction with respect to the
voting of such Shares.  Until this Agreement is terminated, the
Stockholder shall not, directly or indirectly, sell, exchange,
encumber, pledge, assign or otherwise transfer or dispose of, or
agree to or solicit any of the foregoing, or grant any right or
power to any person that limits the Stockholder's sole power to
vote, sell, assign, transfer, pledge, encumber or otherwise dispose
of the Shares owned by the Stockholder or otherwise directs the
Stockholder with respect to such Shares.

     SECTION 3.02.  Authority and Non-Contravention.  The
execution, delivery and performance by the Stockholder of this
Agreement and the consummation of the transactions contemplated
hereby (i) are within the Stockholder's power and authority, have
been duly authorized by all necessary action (including any
consultation, approval or other action by or with any other
person), (ii) require no action by or in respect of, or filing
with, any Governmental Entity (except as may be required under the
HSR Act and under the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (the "Exchange
Act")), and (iii) do not and will not contravene or constitute a
default under, or give rise to a right of termination, cancellation
or acceleration of any right or obligation of the Stockholder or to
a loss of any benefit of the Stockholder under, any provision of
applicable law or regulation or any agreement, judgment,
injunction, order, decree, or other instrument binding on the
Stockholder or result in the imposition of any Lien on any assets
of the Stockholder.

     SECTION 3.03.  Binding Effect.  This Agreement has been duly
executed and delivered by the Stockholder and is the valid and
binding agreement of the Stockholder, enforceable against it in
accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, moratorium or other similar laws relating
to creditors' rights generally.

     SECTION 3.04.  Total Shares.  The Stockholder Shares owned by
the Stockholder are the only shares of Company Common Stock
beneficially owned as of the date hereof by the Stockholder and the
Stockholder has no option to purchase or right to subscribe for or
otherwise acquire any securities of the Company and has no other
interest in or voting rights with respect to any other securities
of the Company.

     SECTION 3.05.  Finder's Fees.  No investment banker, broker or
finder is entitled to a commission or fee from Purchaser or the
Company in respect of this Agreement based upon any arrangement or
agreement made by or on behalf of the Stockholder, except as
otherwise disclosed in the Merger Agreement.

                                ARTICLE IV

                 Representations, Warranties and Covenants
                        of the Parent and Purchaser

     The Parent and Purchaser represent, warrant and covenant to
the Stockholder:

     SECTION 4.01.  Corporate Power and Authority;
Noncontravention.  The Parent and Purchaser have all requisite
corporate power and authority to enter into this Agreement and to
perform their obligations hereunder.  The execution, delivery and
performance by the Parent and Purchaser of this Agreement and the
consummation by the Parent and Purchaser of the transactions
contemplated hereby (i)  have been duly authorized by all necessary
corporate action on the part of the Parent and Purchaser, (ii)
require no action by or in respect of, or filing with, any
Governmental Entity (except as may be required under the HSR Act
and under the Exchange Act, or (iii) do not and will not contravene
or constitute a default under, the certificate of incorporation or
by-laws of Parent or Purchaser or any provision of applicable law
or regulation or any, judgment, injunction, order, decree, material
agreement or other material instrument binding on the Parent or
Purchaser.

     SECTION 4.02.  Binding Effect.  This Agreement has been duly
executed and delivered by the Parent and Purchaser and is a valid
and binding agreement of the Parent and Purchaser, enforceable
against each of them in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws relating to creditors' rights generally.

     SECTION 4.03.  Acquisition for Purchaser's Account.  Any
Shares to be acquired upon consummation of the Offer, or upon
exercise of the Option will be acquired by Purchaser for its own
account and not with a view to the public distribution thereof and
will not be transferred except in compliance with the Securities
Act and the rules and regulations promulgated thereunder.


                                 ARTICLE V

                           Additional Agreements

     SECTION 5.01.  Agreements of Stockholder.  The Stockholder
hereby covenants and agrees that:

          (a)  No Solicitation.  The Stockholder shall not directly
     or indirectly (i) solicit, initiate or knowingly encourage (or
     authorize any person to solicit, initiate or encourage) any
     Acquisition Proposal, or (ii) participate in any discussion or
     negotiations regarding, or furnish to any other person any
     information with respect to, or otherwise knowingly cooperate
     in any way with, or participate in, facilitate or encourage
     any effort or attempt by any other person to do or seek the
     foregoing.  The Stockholder shall promptly advise the
     Purchaser of the terms of any communications it or any of its
     affiliates may receive relating to any Acquisition Proposal
     (including, without limitation, the identify of the party
     making any such Acquisition Proposal).

          (b)  Adjustment upon Changes in Capitalization or Merger. 
     In the event of any change in the Company's capital stock by
     reason of stock dividends, stock splits, mergers,
     consolidations, recapitalization, combinations, conversions,
     exchanges of shares, extraordinary or liquidating dividends,
     or other changes in the corporate or capital structure of the
     Company which would have the effect of diluting or changing
     Purchaser's rights hereunder, the number and kind of shares or
     securities subject to this Agreement and the price set forth
     herein at which Shares may be purchased from the Stockholder
     pursuant to the Offer or the exercise of the Option shall be
     appropriately and equitably adjusted so that Purchaser shall
     receive pursuant to the Offer or the exercise of the Option
     the number and class of shares or other securities or property
     that Purchaser would have received in respect of the Shares
     purchasable pursuant to the Offer or the exercise of the
     Option if such purchase had occurred immediately prior to such
     event.


                                ARTICLE VI

                               Miscellaneous

     SECTION 6.01.  Expenses.  All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring
such cost or expense.

     SECTION 6.02.  Further Assurances.  The Parent, Purchaser and
the Stockholder will execute and deliver or cause to be executed
and delivered all further documents and instruments and use its
reasonable best efforts to secure such consents and take all such
further action as may be reasonably necessary in order to
consummate the transactions contemplated hereby and by the Merger
Agreement.

     SECTION 6.03.  Additional Agreements.  Subject to the terms
and conditions of this Agreement, each of the parties hereto agrees
to use all reasonable best efforts to take, or cause to be taken,
all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations and which
may be required under any agreements, contracts, commitments,
instruments, understandings, arrangements or restrictions of any
kind to which such party is a party or by which such party is
governed or bound, to consummate and make effective the
transactions contemplated by this Agreement.

     SECTION 6.04.  Specific Performance.  The parties acknowledge
and agree that performance of their respective obligations
hereunder will confer a unique benefit on the other and that a
failure of performance will not be compensable by money damages. 
The parties therefore agree that this Tender Agreement shall be
specifically enforceable and that specific enforcement and
injunctive relief shall be available to the Parent, Purchaser or
the Stockholder for any breach by the other party or parties of any
agreement, covenant or representation hereunder.

     SECTION 6.05.  Notices.  All notices, requests, claims,
demands and other communications hereunder shall be deemed to have
been duly given when delivered in person, by telecopy, or by
registered or certified mail (postage prepaid, return receipt
requested) to such party at its address set forth on the signature
page hereto.

     SECTION 6.06.  Survival of Representations and Warranties. 
All representations and warranties contained in this Agreement
shall survive delivery of and payment for the Shares pursuant to
Section 1.02 hereof.  None of the representations and warranties
contained in this Agreement shall survive the acceptance for
payment and payment for the Shares pursuant to the Offer.

     SECTION 6.07.  Amendments; Termination.  This Agreement may
not be modified, amended, altered or supplemented, except upon the
execution and delivery of a written agreement executed by the
parties hereto.  Notwithstanding anything herein to the contrary,
this Agreement shall expire and be of no further force or effect if
(i) the conditions to the Purchaser's obligations to accept for
payment and pay for Shares pursuant to the Offer shall have been
satisfied and the Purchaser breaches any obligation of Purchaser
under the Merger Agreement to accept for payment and promptly pay
for all Shares validly tendered and not withdrawn pursuant to the
Offer upon expiration of the Offer or (ii) Purchaser amends the
Offer to (w) reduce the Offer Price to less than $23.40 in cash,
net to the sellers, (x) reduce the number of shares of Company
Common Stock subject to the Offer, (y) change the form of
consideration payable in the Offer or (z) amend or modify any term
or condition of the Offer in a manner adverse to the stockholders
of the Company (other than insignificant changes or amendments or
other than to waive any condition).  This Agreement will also
terminate upon the earlier of (i) the close of business on
September 24, or (ii) the Effective Time.

     SECTION 6.08.  Successors and Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns;
provided, however, that Purchaser may assign its rights and
obligations to another wholly-owned subsidiary of the Parent which
is the assignee of Purchaser's rights under the Merger Agreement;
and provided further that except as set forth in the prior clause,
a party may not assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement without the consent of
the other parties hereto and any purported assignment, delegation
or transfer without such consent shall be null and void.

     SECTION 6.09.  Governing Law.  This Agreement shall be
construed in accordance with and governed by the law of Delaware
without giving effect to the principles of conflicts of laws
thereof.

     SECTION 6.10.  Counterparts; Effectiveness.  This Agreement
may be signed in any number of counterparts, each of which shall be
an original, with the same effects as if the signatures thereto and
thereof were upon the same instrument.  This Agreement shall become
effective when each party hereto shall have received counterparts
hereof signed by all of the other parties hereto.

     SECTION 6.11.  Stockholder Capacity.  The Stockholder signs
solely in its capacity as the record holder and beneficial owner of
the Shares and nothing herein shall limit or affect any actions
taken by any officer, director, partner, employee or affiliate of
the Stockholder in his or her capacity as an officer or director of
the Company and no such actions shall be deemed a breach of this
Agreement.

     SECTION 6.12.  Severability.  If any term or other provision
of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law, or public policy, all other conditions
and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the
transactions contemplated hereby are not affected in any manner
materially adverse to any party.  Upon such determination that any
term or other provision is invalid, illegal or incapable of being
enforced, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that
the transactions be consummated as originally contemplated to the
fullest extent possible.  To the extent that any provision of this
Agreement and the Merger Agreement conflict, the provisions of the
Merger Agreement shall control.
     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.


                              IBP, inc.


                              By:   /s/ Robert L. Peterson
                                -------------------------          
                                 Name:  Robert L. Peterson
                                 Title: Chairman and Chief
                                        Executive Officer

                              Address for Notices:

                              IBP Avenue
                              P.O. Box 515
                              Dakota City, Nebraska  68731
                              Attn:  Lonnie Grigsby, Esq. (#141)



                              IBP SUB, INC.


                              By:   /s/ Larry Shipley
                                   --------------------                
                                 Name:  Larry Shipley
                                 Title: President

                              Address for Notices:

                              IBP Avenue
                              P.O. Box 515
                              Dakota City, Nebraska  68731
                              Attn:  Lonnie Grigsby, Esq. (#141)



                              JOSEPH LITTLEJOHN & LEVY FUND, L.P.

                              By:  JLL Associates, L.P., General
                                   Partner


                                   By   /s/ Paul S. Levy
                                       -------------------              
                                     Name:  Paul S. Levy
                                     Title:  General Partner 

                              Address for Notices:

                              Joseph Littlejohn & Levy
                              450 Lexington Avenue, Suite 3350
                              New York, New York  10017
                              Attn:  Paul S. Levy                          
                              JOSEPH LITTLEJOHN & LEVY FUND II,
                              L.P.

                              By:  JLL Associates, L.P., General
                                   Partner


                                   By   /s/ Paul S. Levy
                                       -------------------
                                     Name:  Paul S. Levy
                                     Title:  General Partner 

                              Address for Notices:

                              Joseph Littlejohn & Levy
                              450 Lexington Avenue, Suite 3350
                              New York, New York  10017
                              Attn:  Paul S. Levy






Exhibit 2.3




                             TENDER AGREEMENT


     TENDER AGREEMENT dated as of March 25, 1997 (this
"Agreement"), among IBP, inc., a Delaware corporation (the
"Parent"), IBP Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of the Parent ("Purchaser"), and The Airlie Group, L.P.
a Delaware limited partnership (the "Stockholder").

     WHEREAS, concurrently with the execution and delivery of this
Agreement the Parent, Purchaser and Foodbrands America, Inc., a
Delaware corporation (the "Company"), have entered into an
Agreement and Plan of Merger dated as of the date hereof (such
Agreement and Plan of Merger, as amended from time to time, the
"Merger Agreement"), which provides, among other things, that
Purchaser shall make the Offer (as defined in the Merger Agreement)
to purchase at a price of $23.40 per share, net to the sellers in
cash, all of the issued and outstanding shares of the Company's
Common Stock, par value $.01 per share (the "Company Common
Stock"), and shall merge with and into the Company (the "Merger"),

upon the terms and subject to the conditions set forth in the
Merger Agreement (any term used herein without definition shall
have the definition ascribed thereto in the Merger Agreement);

     WHEREAS, the Stockholder owns beneficially and of record
shares of Company Common Stock (such shares of Company Common Stock
being collectively referred to herein as the "Stockholder Shares")
and;

     WHEREAS, as a condition to the willingness of the Parent and
Purchaser to enter into the Merger Agreement, and as an inducement
to them to do so, the Stockholder has agreed for the benefit of the
Parent and Purchaser to tender the Stockholder Shares and any other
shares of Company Common Stock at any time during the term of this
Agreement held by the Stockholder, pursuant to the Offer, to vote
all the Stockholder Shares and any other shares of Company Common
Stock owned by the Stockholder in favor of the Merger, and to grant
to Purchaser an option to acquire all Stockholder Shares and all
other shares of Company Common Stock owned by the Stockholder under
certain circumstances, all on the terms and conditions contained in
this Agreement.

     NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained in this Agreement,
the parties hereby agree as follows:


                                 ARTICLE I

                          Tender Offer and Option

     SECTION 1.01.  Tender of Shares.  (a) From time to time
following the commencement by Purchaser of the Offer, the
Stockholder shall, if so requested in writing by Parent (the
"Request"), promptly tender to the Depository designated in the
Offer to Purchase (the "Offer to Purchase") distributed by
Purchaser in connection with the Offer (i) a letter of transmittal
with respect to such number as specified in the Request not in
excess of the then applicable Maximum Share Number), of the
Stockholder Shares and any other shares of Company Common Stock
held by the Stockholder (whether or not currently held by the
Stockholder; the Stockholder Shares, together with any shares
acquired by the Stockholder in any capacity after the date hereof
and prior to the termination of this Agreement whether upon the
exercise of options, warrants or rights, the conversion or exchange
of convertible or exchangeable securities, or by means of purchase,
dividend, distribution or otherwise (the "Shares"), complying with
the terms of the Offer to Purchase; provided, that the number of
Shares the Stockholder shall be required to tender from time to
time pursuant to a Request, when taken together with all Shares
previously tendered in the Offer and not withdrawn, shall not
exceed the aggregate number of Shares owned by the Stockholder
beneficially and of record, at such time (ii) the certificates
representing the Shares specified in the Request, and (iii) all
other documents or instruments required to be delivered pursuant to
the terms of the Offer to Purchase.

     (b)  The Stockholder shall not, subject to applicable law,
withdraw the tender effected in accordance with Section 1.01(a);
provided, however, that the Stockholder may decline to tender, or
may withdraw, any and all Shares owned by the Stockholder and
tendered or requested to be tendered in excess of the Maximum Share
Number or if Purchaser amends the Offer to (w) reduce the Offer
Price to less than $23.40 in cash, net to the sellers, (x) reduce
the number of shares of Company Common Stock subject to the Offer,
(y) change the form of consideration payable in the Offer or (z)
amend or modify any term or condition of the Offer in a manner
adverse to the stockholders of the Company (other than
insignificant changes or amendments or other than to waive any
condition).  The Stockholder shall give Purchaser at least two
business days' prior notice of any withdrawal of Shares owned by
the Stockholder pursuant to the immediately preceding proviso.

     SECTION 1.02.  Option.  (a) The Stockholder hereby irrevocably
grants Purchaser an option (the "Option"), exercisable from time to
time only upon the events and subject to the conditions set forth
herein, to purchase such number (not in excess of the then
applicable Maximum Share Number), of the Shares at a purchase price
per share equal to $23.40 (or such higher per share price as may be
offered by Purchaser in the Offer).

     (b)  Subject to the conditions set forth in Section 1.03 and
the termination provisions of Section 6.07, Purchaser may exercise
the Option in whole or in part at any time prior to the date 60
days after the expiration or termination of the Offer (such
sixtieth day being herein called the "Option Expiration Date") if
(x) the Stockholder fails to comply with any of its obligations
under this Agreement or withdraws the tender of the Shares except
under the circumstances set forth in the proviso to Section 1.01(b)
(but the Option shall not limit any other right or remedy available
to the Parent or Purchaser against the Stockholder for breach of
this Agreement) or (y) the Offer is not consummated because of the
failure to satisfy any of the conditions to the Offer set forth in
Annex A to the Merger Agreement (other than as a result of any
action or inaction of the Parent or Purchaser which constitutes a
breach of the Merger Agreement).

          Upon the occurrence of any of such circumstances,
Purchaser shall be entitled to exercise the Option and (subject to
Section 1.03) Purchaser shall be entitled to purchase the Shares
and the Stockholder shall sell the Shares to Purchaser.  Purchaser
shall exercise the Option by delivering written notice thereof to
the Stockholder (the "Notice"), specifying the number of Shares to
be purchased and the date, time and place for the closing of such
purchase which date shall not be less than three business days nor
more than five business days from the date the Stockholder receives
the Notice and in no event shall such date be later than the Option
Expiration Date.  The closing of the purchase of Shares pursuant to
this Section 1.02 (the "Closing") shall take place on the date, at
the time and at the place specified in such notice; provided, that
if at such date any of the conditions specified in Section 1.03
shall not have been satisfied (or waived), Purchaser may postpone
the Closing until a date within five business days after such
conditions are satisfied (but not later than the Option Expiration
Date).

     (c)  At the Closing, the Stockholder will deliver to Purchaser
(in accordance with Purchaser's instructions) the certificates
representing the Shares owned by the Stockholder and being
purchased pursuant to Section 1.02(c), duly endorsed or accompanied
by stock powers duly executed in blank; provided, that the number
of Shares the Stockholder shall be required to deliver from time to
time pursuant to a Notice, when taken together with all Shares
previously delivered pursuant to all Notices, shall not exceed the
aggregate number of shares owned by the Stockholder beneficially
and of record, at such time.  At such Closing, Purchaser shall
deliver to the Stockholder, by bank wire transfer of immediately
available funds, an amount equal to the number of Shares being
purchased from the Stockholder as specified in the Notice 
multiplied by $23.40 (or such higher per share price as being
offered by Purchaser in the Offer).

     SECTION 1.03.  Conditions to Option.  The obligation of
Purchaser to purchase the Shares at the Closing is subject to the
following conditions:

          (a)  all waiting periods under the Hart-Scott-Rodino
     Antitrust Improvements Act of 1976 and the rules and
     regulations promulgated thereunder (the "HSR Act") applicable
     to such purchase shall have expired or been terminated; and

          (b)  there shall be no preliminary or permanent
     injunction or other order, decree or ruling issued by any
     Governmental Entity, nor any statute, rule, regulation or
     order promulgated or enacted by any Governmental Entity
     prohibiting, or otherwise restraining, such purchase.

     SECTION 1.04.  No Purchase.  Purchaser may allow the Offer to
expire without accepting for payment or paying for any Shares, on
the terms and conditions set forth in the Offer to Purchase, and
may allow the Option to expire without exercising the Option and
purchasing all or any Shares pursuant to such exercise.  If all
Shares validly tendered and not withdrawn are not accepted for
payment and paid for in accordance with the terms of the Offer to
Purchase or pursuant to the exercise of the Option, they shall be
returned to the Stockholder, whereupon they shall continue to be
held by the Stockholder subject to the terms and conditions of this
Agreement.

     SECTION 1.05.  Maximum Share Number.  For purposes of this
Agreement, the term "Maximum Share Number" shall mean, as of any
time of determination, such number of Shares that, when taken
together with all shares of the Company Common Stock that Parent or
any of its Affiliates (i) owns directly or indirectly, beneficially
or of record, at such time of determination and (ii) has the right
to acquire, at such time of determination, from Joseph Littlejohn
& Levy, L.P. and Joseph Littlejohn & Levy Fund II, L.P. in
accordance with the terms of the Tender Agreement dated March 25,
1997 among Parent, Purchaser and Joseph Littlejohn & Levy, L.P. and
Joseph Littlejohn & Levy Fund II, L.P. pursuant to the Offer or the
exercise of the Option (as defined in such Tender Agreement), would
cause Parent or its Affiliates to own directly or indirectly,
beneficially or of record, 49.9% of the aggregate voting power
represented by the issued and outstanding capital stock of the
Company.


                                ARTICLE II

                            Consent and Voting

     The Stockholder hereby revokes any and all previous proxies
granted with respect to the Shares owned by the Stockholder.  By
entering into this Agreement, the Stockholder hereby consents to
the Merger Agreement and the transactions contemplated thereby,
including the Merger.  So long as the Merger Agreement is in
effect, the Stockholder hereby agrees (i) to vote all Shares (not
to exceed the Maximum Share Number) now or hereafter owned by such
Stockholder or execute a consent and not revoke any proxy, vote or
consent, in favor of the Merger Agreement, the Merger and the
transactions contemplated thereby, and (ii) to oppose any
Acquisition Proposal and to vote all Shares (not to exceed the
Maximum Share Number) now or hereafter owned by such Stockholder,
or execute a consent, against any Acquisition Proposal.

                                ARTICLE III

                 Representations, Warranties and Covenants
                            of the Stockholder

     The Stockholder represents, warrants and covenants to the
Purchaser and AC that:

     SECTION 3.01.  Ownership.  As of the date hereof the
Stockholder is the sole, true, lawful and beneficial owner of
827,200 Shares and that there are no restrictions on voting rights
or rights of disposition pertaining to such Shares other than those
specified herein or any applicable provisions of Article Fifth of
the Company's Amended and Restated Certificate of Incorporation. 
To the extent permitted by Article Fifth of the Company's Amended
and Restated Certificate of Incorporation, the Stockholder will
convey good and valid title to the Shares owned by the Stockholder
and being acquired pursuant to the Offer, the Merger or the
exercise of the Option, as the case may be, free and clear of any
and all liens, restrictions, security interests or any encumbrances
whatsoever (collectively, "Liens").  None of the Shares owned by
the Stockholder is subject to any voting trust or other agreement,
arrangement or restriction with respect to the voting of such
Shares.  Until this Agreement is terminated, the Stockholder shall
not, directly or indirectly, sell, exchange, encumber, pledge,
assign or otherwise transfer or dispose of, or agree to or solicit
any of the foregoing, or grant any right or power to any person
that limits the Stockholder's sole power to vote, sell, assign,
transfer, pledge, encumber or otherwise dispose of the Shares owned
by the Stockholder or otherwise directs the Stockholder with
respect to such Shares.

     SECTION 3.02.  Authority and Non-Contravention.  The
execution, delivery and performance by the Stockholder of this
Agreement and the consummation of the transactions contemplated
hereby (i) are within the Stockholder's power and authority, have
been duly authorized by all necessary action (including any
consultation, approval or other action by or with any other
person), (ii) require no action by or in respect of, or filing
with, any Governmental Entity (except as may be required under the
HSR Act and under the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (the "Exchange
Act")), and (iii) do not and will not contravene or constitute a
default under, or give rise to a right of termination, cancellation
or acceleration of any right or obligation of the Stockholder or to
a loss of any benefit of the Stockholder under, any provision of
applicable law or regulation or any agreement, judgment,
injunction, order, decree, or other instrument binding on the
Stockholder or result in the imposition of any Lien on any assets
of the Stockholder.

     SECTION 3.03.  Binding Effect.  This Agreement has been duly
executed and delivered by the Stockholder and is the valid and
binding agreement of the Stockholder, enforceable against it in
accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, moratorium or other similar laws relating
to creditors' rights generally.

     SECTION 3.04.  Total Shares.  The Stockholder Shares owned by
the Stockholder are the only shares of Company Common Stock
beneficially owned as of the date hereof by the Stockholder and the
Stockholder has no option to purchase or right to subscribe for or
otherwise acquire any securities of the Company and has no other
interest in or voting rights with respect to any other securities
of the Company.

     SECTION 3.05.  Finder's Fees.  No investment banker, broker or
finder is entitled to a commission or fee from Purchaser or the
Company in respect of this Agreement based upon any arrangement or
agreement made by or on behalf of the Stockholder, except as
otherwise disclosed in the Merger Agreement.


                                ARTICLE IV

                 Representations, Warranties and Covenants
                        of the Parent and Purchaser

     The Parent and Purchaser represent, warrant and covenant to
the Stockholder:

     SECTION 4.01.  Corporate Power and Authority; Noncontra-
vention.  The Parent and Purchaser have all requisite corporate
power and authority to enter into this Agreement and to perform
their obligations hereunder.  The execution, delivery and
performance by the Parent and Purchaser of this Agreement and the
consummation by the Parent and Purchaser of the transactions
contemplated hereby (i)  have been duly authorized by all necessary
corporate action on the part of the Parent and Purchaser, (ii)
require no action by or in respect of, or filing with, any
Governmental Entity (except as may be required under the HSR Act
and under the Exchange Act), or (iii) do not and will not
contravene or constitute a default under, the certificate of
incorporation or by-laws of Parent or Purchaser or any provision of
applicable law or regulation or any judgment, injunction, order,
decree, material agreement or other material instrument binding on
the Parent or Purchaser.

     SECTION 4.02.  Binding Effect.  This Agreement has been duly
executed and delivered by the Parent and Purchaser and is a valid
and binding agreement of the Parent and Purchaser, enforceable
against each of them in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws relating to creditors' rights generally.

     SECTION 4.03.  Acquisition for Purchaser's Account.  Any
Shares to be acquired upon consummation of the Offer, or upon
exercise of the Option will be acquired by Purchaser for its own
account and not with a view to the public distribution thereof and
will not be transferred except in compliance with the Securities
Act and the rules and regulations promulgated thereunder.


                                 ARTICLE V

                           Additional Agreements

     SECTION 5.01.  Agreements of Stockholder.  The Stockholder
hereby covenants and agrees that:

          (a)  No Solicitation.  The Stockholder shall not directly
     or indirectly (i) solicit, initiate or knowingly encourage (or
     authorize any person to solicit, initiate or encourage) any
     Acquisition Proposal, or (ii) participate in any discussion or
     negotiations regarding, or furnish to any other person any
     information with respect to, or otherwise knowingly cooperate
     in any way with, or participate in, facilitate or encourage
     any effort or attempt by any other person to do or seek the
     foregoing.  The Stockholder shall promptly advise the
     Purchaser of the terms of any communications it or any of its
     affiliates may receive relating to any Acquisition Proposal
     (including, without limitation, the identify of the party
     making any such Acquisition Proposal).

          (b)  Adjustment upon Changes in Capitalization or Merger. 
     In the event of any change in the Company's capital stock by
     reason of stock dividends, stock splits, mergers, consolida-
     tions, recapitalization, combinations, conversions, exchanges
     of shares, extraordinary or liquidating dividends, or other
     changes in the corporate or capital structure of the Company
     which would have the effect of diluting or changing Pur-
     chaser's rights hereunder, the number and kind of shares or
     securities subject to this Agreement and the price set forth
     herein at which Shares may be purchased from the Stockholder
     pursuant to the Offer or the exercise of the Option shall be
     appropriately and equitably adjusted so that Purchaser shall
     receive pursuant to the Offer or the exercise of the Option
     the number and class of shares or other securities or property
     that Purchaser would have received in respect of the Shares
     purchasable pursuant to the Offer or the exercise of the
     Option if such purchase had occurred immediately prior to such
     event.

                                ARTICLE VI

                               Miscellaneous

     SECTION 6.01.  Expenses.  All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring
such cost or expense.

     SECTION 6.02.  Further Assurances.  The Parent, Purchaser and
the Stockholder will execute and deliver or cause to be executed
and delivered all further documents and instruments and use its
reasonable best efforts to secure such consents and take all such
further action as may be reasonably necessary in order to
consummate the transactions contemplated hereby and by the Merger
Agreement.

     SECTION 6.03.  Additional Agreements.  Subject to the terms
and conditions of this Agreement, each of the parties hereto agrees
to use all reasonable best efforts to take, or cause to be taken,
all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations and which
may be required under any agreements, contracts, commitments,
instruments, understandings, arrangements or restrictions of any
kind to which such party is a party or by which such party is
governed or bound, to consummate and make effective the
transactions contemplated by this Agreement.

     SECTION 6.04.  Specific Performance.  The parties acknowledge
and agree that performance of their respective obligations
hereunder will confer a unique benefit on the other and that a
failure of performance will not be compensable by money damages. 
The parties therefore agree that this Agreement shall be
specifically enforceable and that specific enforcement and
injunctive relief shall be available to the Parent, Purchaser or
the Stockholder for any breach by the other party or parties of any
agreement, covenant or representation hereunder.

     SECTION 6.05.  Notices.  All notices, requests, claims,
demands and other communications hereunder shall be deemed to have
been duly given when delivered in person, by telecopy, or by
registered or certified mail (postage prepaid, return receipt
requested) to such party at its address set forth on the signature
page hereto.

     SECTION 6.06.  Survival of Representations and Warranties. 
All representations and warranties contained in this Agreement
shall survive delivery of and payment for the Shares pursuant to
Section 1.02 hereof.  None of the representations and warranties
contained in this Agreement shall survive the acceptance for
payment and payment for the Shares pursuant to the Offer.

     SECTION 6.07.  Amendments; Termination.  This Agreement may
not be modified, amended, altered or supplemented, except upon the
execution and delivery of a written agreement executed by the
parties hereto.  Notwithstanding anything herein to the contrary,
this Agreement shall expire and be of no further force or effect if
(i) the conditions to the Purchaser's obligations to accept for
payment and pay for Shares pursuant to the Offer shall have been
satisfied and the Purchaser breaches any obligation of Purchaser
under the Merger Agreement to accept for payment and promptly pay
for all Shares validly tendered and not withdrawn pursuant to the
Offer upon expiration of the Offer or (ii) the Purchaser amends the
Offer to (w) reduce the Offer Price to less than $23.40 in cash,
net to the sellers, (x) reduce the number of shares of Company
Common Stock subject to the Offer, (y) change the form of
consideration payable in the Offer or (z) amend or modify any term
or condition of the Offer in a manner adverse to the stockholders
of the Company (other than insignificant changes or amendments or
other than to waive any condition).  This Agreement will also
terminate upon the earlier of (i) the close of business on
September 24, or (ii) the Effective Time.

     SECTION 6.08.  Successors and Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns;
provided, however, that Purchaser may assign its rights and
obligations to another wholly-owned subsidiary of the Parent which
is the assignee of Purchaser's rights under the Merger Agreement;
and provided further that except as set forth in the prior clause,
a party may not assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement without the consent of
the other parties hereto and any purported assignment, delegation
or transfer without such consent shall be null and void.

     SECTION 6.09.  Governing Law.  This Agreement shall be
construed in accordance with and governed by the law of Delaware
without giving effect to the principles of conflicts of laws
thereof.

     SECTION 6.10.  Counterparts; Effectiveness.  This Agreement
may be signed in any number of counterparts, each of which shall be
an original, with the same effects as if the signatures thereto and
thereof were upon the same instrument.  This Agreement shall become
effective when each party hereto shall have received counterparts
hereof signed by all of the other parties hereto.

     SECTION 6.11.  Stockholder Capacity.  The Stockholder signs
solely in its capacity as the record holder and beneficial owner of
the Shares and nothing herein shall limit or affect any actions
taken by any officer, director, partner, employee or affiliate of
the Stockholder in his or her capacity as an officer or director of
the Company and no such actions shall be deemed a breach of this
Agreement.

     SECTION 6.12.  Severability.  If any term or other provision
of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law, or public policy, all other conditions
and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the
transactions contemplated hereby are not affected in any manner
materially adverse to any party.  Upon such determination that any
term or other provision is invalid, illegal or incapable of being
enforced, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that
the transactions be consummated as originally contemplated to the
fullest extent possible.  To the extent that any provision of this
Agreement and the Merger Agreement conflict, the provisions of the
Merger Agreement shall control.
     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.


                              IBP, inc.


                              By:   /s/ Robert L. Peterson
                                   -------------------------          
                                 Name:  Robert L. Peterson
                                 Title: Chairman and Chief
                                        Executive Officer 

                              Address for Notices:

                              IBP Avenue
                              P.O. Box 515
                              Dakota City, Nebraska  68731
                              Attn:  Lonnie Grigsby, Esq. (#141)


                              IBP SUB, INC.


                              By:   /s/ Larry Shipley
                                   --------------------                     
                                 Name:  Larry Shipley
                                 Title: President

                              Address for Notices:

                              IBP Avenue
                              P.O. Box 515
                              Dakota City, Nebraska  68731
                              Attn:  Lonnie Grigsby, Esq. (#141)



                              THE AIRLIE GROUP, L.P.

                              By:  EBD L.P., General Partner

                                   By:  TMT-FW, Inc., General
                                   Partner


                                   By:   /s/ Dort A. Cameron III
                                        --------------------------    
                                      Name:  Dort A. Cameron III
                                      Title: 

                              Address for Notices:

                              115 E. Putnam Ave.
                              Greenwich, Connecticut  06830
                              Attn:  Dort A. Cameron III