Exhibit 10.1


                              POORE BROTHERS, INC.

                        --------------------------------

                            SHARE PURCHASE AGREEMENT

                        --------------------------------

     POORE BROTHERS,  INC., a Delaware  corporation  (the  "COMPANY"),  having a
principal office at 3500 South La Cometa Drive, Goodyear,  Arizona 85338, agrees
with you, the undersigned subscriber, as follows:

1.   TRANSACTION

     The Company,  by due action of its Board of Directors,  has  authorized the
offer and sale to you under this Agreement and to other purchasers under similar
Share Purchase Agreements ("OTHER  PURCHASERS") of 586,855 shares (the "SHARES")
of the Company's  common stock,  par value $0.01 per share (the "COMMON STOCK"),
at an offering  price of $2.13 per Share.  The minimum  subscription  under this
Agreement is 100,000 Shares.

2.   PURCHASE AND SALE

     2.1 SHARES.  Subject to all of the terms and conditions of this  Agreement,
and upon acceptance of this Agreement by the Company, the Company will issue and
sell to you (sometimes  referred to as a "Holder") the number of Shares shown on
the  signature  page  hereof and you will  purchase  the same from the  Company;
PROVIDED,  that an aggregate of at least 586,855 Shares have been subscribed and
paid for by you and the Other  Purchasers and all other terms and conditions set
forth in this Agreement are satisfied.

     2.2 CLOSING SUBJECT TO MINIMUM  SUBSCRIPTION.  The amounts  tendered by you
pursuant to this  Agreement  will be deposited in a bank account  established by
the Company  (the  "ACCOUNT")  and will be  returned to you without  interest or
deduction for  expenses,  if: (a) your  subscription  for the purchase of Shares
pursuant  to this  Agreement  is not  accepted  by the  Company  or (b) if Share
Purchase  Agreements properly completed and duly endorsed for an aggregate of at
least 586,855 Shares have not been received by the Company or the full amount of
the purchase  price  therefor has not been  deposited in the Account  before the
close of business on December 31, 2001,  which date may be extended for a period
of up to sixty (60) days in the  discretion  of the  Company  (the  "TERMINATION
DATE").  It is understood  and agreed that if this  Agreement is accepted by the
Company,  and the payment in full for at least  586,855  Shares is received  and
accepted by the Company  before the close of business on the  Termination  Date,
then at the Closing (as defined below) with respect to the Shares subscribed for
by you,  the amount  tendered  herewith  shall be  delivered  to the  Company in
payment for the Shares  subscribed  for by you, or such lesser  amount as may be
allocated to you by the Company.  If you are allocated less than the full amount
of the Shares subscribed for by you and the full amount of the Shares subscribed
for has been timely paid in full by you, the Company shall remit the overpayment
<PAGE>
of the amount paid,  without  interest or deduction,  to you within fifteen (15)
days after  such  partial  acceptance  of this  Agreement.  The Shares are being
offered by the  Company  subject to the right of the  Company to reject,  in its
sole discretion,  any subscription,  in whole or in part, for any reason, and to
accept subscriptions notwithstanding the order in which they are received.

     2.3 CLOSING.  The purchase by and sale to you and Other  Purchasers  of the
Shares (the "CLOSING")  shall take place at the principal office of the Company,
located at 3500 South La Cometa Drive, Goodyear, Arizona 85338, at such date and
time, or at such other place,  as the Company shall  designate  (such date being
hereinafter called the "CLOSING DATE").  Promptly after the Closing, the Company
shall deliver to you instruments evidencing the Shares being purchased by you.

3.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY

     As an  inducement  to  you  to  enter  into  this  Agreement,  the  Company
represents, warrants and agrees that:

     3.1  ORGANIZATION   AND  GOOD  STANDING.   The  Company  and  each  of  its
subsidiaries  have  been duly  organized  in  accordance  with the laws of their
respective  jurisdictions of incorporation and exist in good standing under such
laws with full power and authority to conduct  their  businesses as described in
the  Company's  Private  Offering   Memorandum  dated  December  21,  2001  (the
"MEMORANDUM") and all attachments and exhibits annexed thereto (such Memorandum,
attachments and exhibits annexed thereto are hereinafter  collectively  referred
to as the  "DISCLOSURE  DOCUMENTS",  which term shall  include any  additions or
supplements thereto),  and are duly qualified and in good standing in each other
jurisdiction in which such qualification is required except where the failure to
so qualify,  both  individually  and in the aggregate,  does not have a material
adverse effect on the condition (financial or otherwise),  business or prospects
of the Company or on its properties or assets.

     3.2  DISCLOSURE  DOCUMENTS.  When  read  as one  document,  the  Disclosure
Documents  do not contain  any untrue  statement  of a material  fact or omit to
state a material  fact  required  to be stated  therein  to make the  statements
contained therein not misleading.

     3.3 DESCRIPTION OF SECURITIES.  The Shares are not subject to preemptive or
other  rights of any  shareholder  of the Company and when issued in  accordance
with  the  terms of this  Agreement,  will be  validly  issued,  fully  paid and
nonassessable.

     3.4  AUTHORITY  FOR  AGREEMENT.  The Company has full  corporate  power and
authority to enter into this  Agreement and all other  documents  (collectively,
the "TRANSACTION DOCUMENTS") required to be entered into by the Company pursuant
hereto  and  to  consummate  the  transactions  contemplated  hereby  and by the
Disclosure  Documents.  This Agreement has been duly authorized by all necessary
corporate  action of the Company and,  when  executed and  delivered,  will be a
legal,  valid and binding  obligation of the Company,  enforceable in accordance
with its terms  except  to the  extent  that the  enforceability  hereof  may be
limited  by  bankruptcy,   insolvency,  moratorium  or  similar  laws  affecting
creditors'  rights generally or by general  principles of equity,  and except to
the extent that the  indemnification  provisions of the Agreement may be held to
<PAGE>
be violative of public policy under either  federal or state laws in the context
of the offer or sale of securities.

     3.5 NO VIOLATION. The execution, delivery and performance of this Agreement
by the Company and the consummation of the transactions herein contemplated will
not result in a breach or  violation of any of the terms and  provisions  of the
Certificate of  Incorporation or By-laws of the Company as in effect on the date
hereof,  and will  not  constitute  a  material  default  under  any  indenture,
mortgage,  deed of trust or other material  agreement or instrument to which the
Company  is a party or by which the  Company is bound,  and will not  violate or
contravene (i) any governmental  statute,  rule or regulation  applicable to the
Company or (ii) any order, writ, judgment,  injunction, decree, determination or
award which has been entered against the Company, the violation or contravention
of which  would  materially  and  adversely  affect  the  Company,  its  assets,
financial condition or operations.

     3.6. SEC FILINGS.  The Company has timely filed with the SEC all  documents
required to be filed by the Company under the  Securities  Exchange Act of 1934,
as amended  (the "1934  ACT").  On their  respective  dates of filing,  all such
documents  complied in all material  respects with the  requirements of the 1934
Act and the rules and regulations of the SEC.

     3.7. COMPANY NOT INVESTMENT COMPANY.  The Company is not now, and after the
sale of Shares under this Agreement and the application of the net proceeds from
the sale of Shares will not be, an "investment  company" as such term is defined
in the Investment Company Act of 1940, as amended.

     3.8.   EXEMPT  STATUS  OF  OFFERING.   Subject  to  the  accuracy  of  your
representations  and  warranties  contained  in this  Agreement,  as well as the
information   provided  by  you  in  your   completed   Confidential   Purchaser
Questionnaire, the offer, sale and issuance of the Shares in conformity with the
terms of this Agreement  constitute  transactions  exempt from the  registration
requirements  of Section 5 of the  Securities Act of 1933, as amended (the "1933
Act") and from the registration or qualification requirements of the laws of any
applicable state or United States jurisdiction.

4.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF YOU

     You hereby represent, warrant and agree that:

     4.1 AUTHORITY;  ENFORCEABILITY. If you are a partnership, limited liability
company, corporation, trust, estate or other entity: (i) you have the full legal
right and power and all  authority  and  approval  required  (a) to execute  and
deliver,  or authorize  execution and delivery of, this  Agreement and all other
agreements,  instruments and other documents executed and delivered by you or on
your behalf in  connection  with the  purchase  of the  Shares,  (b) to delegate
authority  pursuant to a power of  attorney,  and (c) to purchase  and hold such
Shares;  (ii) the signature of the person signing on your behalf is binding upon
you;  and (iii) you have not been formed for the  specific  purpose of acquiring
the Shares, unless each of your beneficial owners is qualified as an "accredited
investor"  within the meaning of  Securities  and  Exchange  Commission  ("SEC")
Regulation D ("REGULATION D") promulgated  under the 1933 Act, and has submitted
<PAGE>
information   substantiating  such  individual  qualification.   This  Agreement
constitutes your legal, valid and binding obligation,  enforceable in accordance
with its terms.

     4.2  PURCHASE FOR OWN ACCOUNT.  You are  acquiring  the Shares for your own
account,  for  investment  purposes  and  not for  resale  or with a view to any
distribution,  or in connection with any distribution  thereof.  You do not have
any contract, undertaking,  agreement or arrangement,  written or oral, with any
other person to sell,  transfer or grant  participation  in any Shares.  You are
able to: (i) bear the economic risk of your investment in the Company; (ii) hold
the Shares for an indefinite period of time; and (iii) afford a complete loss of
your investment.

     4.3  EXPERIENCE.  You  have  the  requisite  knowledge  and  experience  in
investment,  financial,  tax and  business  matters,  including  with respect to
investments of this type, to be capable of evaluating the merits and risks of an
investment  in the Shares and of making an  informed  investment  decision  with
respect thereto.

     4.4  INVESTMENT  RISKS.  You  recognize  that an  investment  in the Shares
involves  substantial  risks.  You  further  recognize  that no federal or state
regulatory  agencies have passed upon the offering of Shares or made any finding
or  determination  as to the  fairness  of an  investment  by any  person in the
Shares.

     4.5 RECEIPT OF INFORMATION;  RELIANCE UPON DISCLOSURE  DOCUMENTS.  You have
received,  read  carefully,  considered  and  fully  understood  the  Disclosure
Documents  and you have  received  from the Company all of the  information  and
additional documentation concerning the Company that you consider to be material
in making your investment decision,  which information has been requested by you
if not already  furnished by the Company.  You have had full access to the books
and records of the Company and to its officers,  directors and  accountants  for
the purpose of obtaining  and  verifying  such  information  and you have had an
opportunity  to ask  questions  and  receive  answers  from the  officers of the
Company regarding the terms and conditions of this transaction and the Company's
business and financial condition.

     Except as expressly set forth herein,  no  representations  or  warranties,
oral or otherwise,  have been made to you,  including  without  limitation,  any
representations  concerning the future prospects of the Company,  by the Company
or any agent,  employee or  affiliate  of the  Company,  or by any other  person
whether or not  associated  with this  transaction,  and in  entering  into this
transaction you are not relying upon any information,  other than that contained
in  the  Disclosure   Documents,   and  the  results  of  your  own  independent
investigation.  You have obtained sufficient  information to evaluate the merits
and risks of an  investment  in the  Shares and to make an  informed  investment
decision.

     4.6 RESTRICTED  SECURITIES.  You understand and acknowledge that the Shares
you are purchasing hereunder are "restricted securities" under federal and state
securities laws insofar as they have not been  registered  under the 1933 Act or
the securities  laws of any other  jurisdiction,  that they may not be resold or
transferred without compliance with the registration or qualification provisions
of the 1933 Act or applicable  federal and state securities laws of any state or
other  jurisdiction  or an  opinion  of  counsel  that an  exemption  from  such
<PAGE>
registration and qualification  requirements is available. You are familiar with
SEC Rule 144  ("RULE  144")  promulgated  under the 1933 Act,  as  presently  in
effect, and the resale limitations imposed thereby and by the 1933 Act.

     4.7   LIMITATIONS  ON   DISPOSITION.   Without  in  any  way  limiting  the
representations set forth above, you agree not to make any disposition of all or
any  portion  of the  Shares  unless  and  until:  (i) there is then in effect a
registration statement under the 1933 Act covering such proposed disposition and
such  disposition is made in accordance  with such  registration  statement;  or
(ii)(A) you shall have notified the Company of the proposed disposition, and (B)
upon the request of the Company,  you shall have  furnished  the Company with an
opinion  of  counsel,   reasonably   satisfactory  to  the  Company,  that  such
disposition will not require  registration of such securities under the 1933 Act
and applicable state securities laws.

     You understand  that the Company will issue stop transfer  instructions  to
its transfer agent with respect to the Shares and intends to place a restrictive
legend on every Share  certificate as provided in Section 8.4 hereof;  PROVIDED,
HOWEVER,  that such  stop  transfer  instructions  will be  retracted,  and such
restrictive  legend will be removed with respect to Shares at such time, if any,
as such  Shares  have been  registered  pursuant to Section 5 of the 1933 Act or
such shares become  transferable  pursuant to SEC Rule 144(k)  promulgated under
the 1933 Act.

     4.8 ILLIQUID  INVESTMENTS.  Your overall commitment to investments that are
not  readily  marketable  is not  disproportionate  to your net  worth  and your
investment  in the  Shares  will not cause  such  overall  commitment  to become
excessive.  You have  adequate  means of providing  for your  current  needs and
personal contingencies.

     4.9 SUITABLE  INVESTOR.  You are an  "accredited  investor" as such term is
defined in SEC Rule 501(a) of Regulation D promulgated under the 1933 Act.

     4.10 COMPANY RELIANCE ON REPRESENTATIONS  AND WARRANTIES AND QUESTIONNAIRE.
You  understand,  acknowledge  and agree  that the  Company  is  relying  on the
accuracy of the  representations  and  warranties  made by you  pursuant to this
Agreement and the responses by you in the Confidential  Purchaser  Questionnaire
heretofore delivered by you to the Company,  which  representations,  warranties
and responses you warrant to be true, complete and correct.

     4.11 NO BROKERS.  No person or entity acting on your behalf,  or under your
authority,  is or will be entitled to any  broker's,  finder's or similar fee or
commission in connection with the purchase of Shares by you.

     4.12  CONFIDENTIALITY.  You acknowledge  that the information  furnished in
this  Agreement by the Company to you or your  advisors in  connection  with the
Offering is  confidential  and  nonpublic,  and you agree that all such  written
information  which is material and not yet publicly  disseminated by the Company
shall be kept in  confidence  by you and neither  used by you for your  personal
benefit (other than in connection with the purchase of Shares by you pursuant to
this Agreement),  nor disclosed to any third party,  except your legal and other
advisers who shall be advised of the  confidential  nature of such  information,
for any reason;  PROVIDED,  HOWEVER, that this obligation shall not apply to any
such  information  that (i) is part of the public  knowledge or  literature  and
readily  accessible  at the  date  hereof,  (ii)  becomes  a part of the  public
knowledge or  literature  and readily  accessible  by  publication  (except as a
<PAGE>
result of a breach of this  provision),  or (iii) is received from third parties
(except  third  parties  who  disclose  such  information  in  violation  of any
confidentiality agreements or obligations).

5.   CONDITIONS TO YOUR OBLIGATIONS

     Your obligations to purchase the Shares under this Agreement are subject to
the fulfillment on or before the Closing of each of the following conditions:

     5.1 REPRESENTATIONS  AND WARRANTIES.  The representations and warranties of
the Company contained in Section 3 hereof shall be true as of the Closing Date.

     5.2 COMPANY'S  PERFORMANCE.  The Company shall have  performed and complied
with all  agreements,  obligations  and conditions  contained in this Agreement,
which performance or compliance is required on or before the Closing.

     5.3 TRANSACTION  DOCUMENTS.  Each of the  Transaction  Documents shall have
been fully executed and delivered by the parties  thereto,  and shall be in full
force and effect.

6.   CONDITIONS TO THE COMPANY'S OBLIGATIONS

     The  obligations  of the  Company  to sell and issue the  Shares to you are
subject to the  fulfillment  on or before the  Closing of each of the  following
conditions by you:

     6.1  REPRESENTATIONS  AND WARRANTIES.  Your  representations and warranties
contained in Section 4 shall be true on and as of the Closing Date with the same
effect as though made on and as of the date thereof.

     6.2 PAYMENT.  You shall have  delivered into the Account the full amount of
the purchase price of the Shares being purchased by you.

     6.3 TRANSACTION  DOCUMENTS.  Each of the  Transaction  Documents shall have
been fully executed and delivered by the parties  thereto,  and shall be in full
force  and  effect.  You  shall  have  delivered  to  the  Company  an  executed
Confidential  Purchaser  Questionnaire  and any other  documents  required to by
executed by you and delivered to the Company pursuant to this Agreement

7.   REGISTRATION RIGHTS

     The Company covenants and agrees as follows:

     7.1 DEFINITIONS. For purposes of this Section 7:

          (a)  The  term  "HOLDER"  means  you or  any  Other  Purchaser  owning
Registrable Securities (as defined below).

          (b) The terms "REGISTER,"  "REGISTERED" and "REGISTRATION"  refer to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document  in  compliance  with the  1933  Act,  and  such  registration
statement or document becoming effective.
<PAGE>
          (c) The term  "REGISTRABLE  SECURITIES"  means (i) the Shares and (ii)
any shares of Common Stock issued to you as (or issuable upon the  conversion or
exercise of any warrant,  right or other security which is issued as) a dividend
or other  distribution  with respect to, or in exchange for or in replacement of
the  Shares;  PROVIDED,  HOWEVER,  that any such  securities  shall  cease to be
Registrable Securities when (x) one or more registration statements with respect
to the sale of such  securities  shall have become  effective under the 1933 Act
and all such securities  shall have been disposed of in accordance with the plan
of distribution set forth therein;  (y) such securities shall have been disposed
of in accordance with Rule 144, or any successor rule or regulation  thereto; or
(z) such  securities  may otherwise be sold to the public in a  transaction  not
requiring registration under the 1933 Act.

          (d) The number of shares of "REGISTRABLE  SECURITIES THEN OUTSTANDING"
shall be equal to the sum of the  number of shares of Common  Stock  outstanding
which are Registrable Securities.

          (e)  The  term   "REGISTRATION   EXPENSES"  means  all   registration,
qualification and filing fees, printing expenses, escrow fees and blue sky fees,
fees  and  disbursements  of  counsel  for  the  Company  and of  the  Company's
independent  certified public accountants,  in each case incident to or required
by a registration pursuant to this Section 7, and any other fees and expenses of
the Company under this Agreement which are not Selling Expenses.

          (f) The term  "SELLING  EXPENSES"  means all  underwriting  discounts,
selling  commissions  and stock  transfer  taxes  applicable  to the  securities
registered  by the  Holders,  and any other fees and  expenses  incurred  by the
Holders (including,  without limitation,  legal fees and expenses) in connection
with a registration pursuant to this Section 7.

          (g) All other  capitalized  terms used in this  Section 7 that are not
defined herein shall have the meaning otherwise given in this Agreement.

     7.2 REQUIRED REGISTRATION.

          (a) Subject to paragraph 7.2(c) hereof, the Company shall use its best
efforts to file with the SEC, within one hundred and twenty days (120) after the
Closing  Date, a  registration  statement  under the 1933 Act for the purpose of
registering  the  Registrable  Securities.  The  Company  will  include  in such
registration  (and any  related  qualification  under  blue  sky or other  state
securities laws) all of your Registrable Securities.

          (b) The  Company  is  obligated  to effect  only one (1)  registration
pursuant to this paragraph 7.2.

          (c) If the  registration  required  by this  Section  7.2 has not been
declared  effective  by the SEC within  ninety (90) days of the initial  date of
filing of the  registration  statement  with the SEC, then on or before the last
calendar day of each month  thereafter  (commencing with the month in which such
ninety (90) day period expires) until the month immediately  preceding the month
in which the registration becomes effective,  the Company shall issue to you, as
liquidated damages, additional shares of Common Stock equal in number to two and
one-half  percent (2.5%) of the total number of shares of Common Stock purchased
by you in the Offering.

     7.3 PIGGYBACK REGISTRATION RIGHTS.
<PAGE>
          (a) If, at any time or from time to time, the Company shall  determine
to  register  any of its Common  Stock,  either  for its own  account or for the
account of a security holder or holders,  other than (i) a registration relating
solely to stock option or employee benefit plans,  (ii) a registration  relating
solely  to a  transaction  covered  by Rule 145  under  the 1933  Act,  or other
registration  involving the filing with the SEC of a  registration  statement on
Form S-4, or (iii) a  registration  governed by Section 7.2 hereof,  the Company
will (x) promptly give each Holder  written notice  thereof,  and (y) include in
such registration (and any related  qualification  under blue sky or other state
securities  laws),  and  in  any  underwriting  involved  therein,  all  of  the
Registrable  Securities  specified in a written  request or requests made by any
Holder  within  twenty (20) days after  receipt of such written  notice from the
Company.

          (b) If the  registration  of which the Company  gives  notice is for a
registered  public  offering  involving an  underwriting,  the Company  shall so
advise the  Holders as part of the  written  notice  given  pursuant  to Section
7.3(a). In such event, the right of any Holder to registration  pursuant to this
Section  7.3 shall be  conditioned  upon  such  Holder's  participation  in such
underwriting and the inclusion of Registrable  Securities owned by the Holder in
the  underwriting  to the extent  provided  under this  Section 7.3. All Holders
proposing to distribute their Registrable  Securities  through such underwriting
shall  (together  with the Company and any other  holders of  securities  of the
Company  distributing their securities through such underwriting)  enter into an
underwriting  agreement with the managing or lead managing  underwriter selected
by the  Company  in the form  customarily  used by such  underwriter  with  such
changes  thereto as the parties thereto shall agree.  Notwithstanding  any other
provision  of this Section  7.3, if the  managing or lead  managing  underwriter
determines that market factors require that the number of Registrable Securities
and other  securities  requested to be included in the  registration be limited,
the managing or lead managing  underwriter  may reduce the number of Registrable
Securities  and  securities  of any other holder of securities to be included in
the  registration.   If  the  registration   includes  an  underwritten  primary
registration on behalf of the Company,  the reduction shall be taken:  (i) first
from and to the  extent  of the  securities  requested  to be  included  in such
registration  by the Holders and the  holders of any other  securities  PRO RATA
according to the number of securities  requested by the Holders and such holders
to be included in the  registration;  and (ii) thereafter from the securities to
be registered on behalf of the Company. If the registration  consists only of an
underwritten  secondary  registration  on behalf of holders of securities of the
Company,  the reduction shall be taken:  (i) first from and to the extent of the
securities  requested to be included in the  registration by the Holders and any
other holders of securities  included in the registration other than pursuant to
demand  registration  rights  PRO RATA  according  to the  number of  securities
requested  by the Holders and such  holders to be included in the  registration;
and (ii)  thereafter  from  securities,  if any, to be  registered  on behalf of
holders  of  securities   included  in  the  registration   pursuant  to  demand
registration  rights.  The Company  shall  advise all Holders and other  holders
participating  in such  underwriting as to any such limitation and the number of
shares that may be included in the registration and underwriting.  If any Holder
disapproves  of the terms of any such  underwriting,  such  Holder  may elect to
withdraw  therefrom  by written  notice to the Company and the  managing or lead
underwriter.   Any  Registrable  Securities  excluded  or  withdrawn  from  such
underwriting shall be withdrawn from such registration.
<PAGE>
          (c) Notwithstanding any other provision of this Agreement, the Company
may withdraw a registration  for which  registration  rights have been exercised
pursuant  to this  Section  7.3 at any time  prior to the time  that it  becomes
effective.

     7.4  EXPENSES  OF  REGISTRATION.  All  Registration  Expenses  incurred  in
connection with a registration  pursuant to this Section 7 shall be borne by the
Company. All Selling Expenses relating to the Registrable  Securities registered
on behalf  of the  Holders  shall be borne by the  Holders  of such  Registrable
Securities  PRO RATA  based  upon the  total  number of  Registrable  Securities
included in the  registration  or, if such  Selling  Expenses  are  specifically
allocable to Registrable Securities held by specific Holders, by such Holders.

     7.5 REGISTRATION PROCEDURES.

          (a) In connection  with the  registration  of  Registrable  Securities
required  pursuant to this Section 7, the Company shall as  expeditiously  as is
reasonable:

               (i)  prepare  and  file  with the SEC on any  appropriate  form a
registration  statement with respect to such Registrable  Securities and use its
reasonable efforts to cause such registration statement to become effective;

               (ii)  prepare  and file with the SEC such  amendments  (including
post-effective  amendments) and supplements to such  registration  statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
registration  statement  effective and to comply with the provisions of the 1933
Act with respect to the  disposition  of all  Registrable  Securities  and other
securities  covered by such  registration  statement until the Holder or Holders
have completed the distribution  described in such registration statement or the
Registrable  Securities  have ceased to be  Registrable  Securities  (within the
meaning of Section 7.1(c) hereof), whichever occurs first;

               (iii) furnish to each seller of such Registrable  Securities such
number of copies  of the  prospectus  included  in such  registration  statement
(including  each  preliminary   prospectus  and  any  summary  prospectus),   in
conformity with the requirements of the 1933 Act, such documents incorporated by
reference  in  such  registration  statement  or  prospectus,   and  such  other
documents, as such seller may reasonably request in order to facilitate the sale
or disposition of such Registrable Securities;

               (iv) use its  reasonable  efforts  to  register  or  qualify  all
Registrable  Securities  and  other  securities  covered  by  such  registration
statement under such other  securities or "blue sky" laws of such  jurisdictions
(not to  exceed  five)  as the  underwriter  or such  sellers  shall  reasonably
request, and do any and all other acts and things as may be reasonably necessary
to  consummate  the  disposition  in  such   jurisdictions  of  the  Registrable
Securities covered by such registration statement, except that the Company shall
not for any such  purpose be required to qualify  generally  to do business as a
foreign  corporation in any jurisdiction  wherein it is not so qualified,  or to
subject   itself  to  taxation  in  respect  of  doing   business  in  any  such
jurisdiction,  or  to  consent  to  general  service  of  process  in  any  such
jurisdiction;

               (v)  immediately  notify  each seller of  Registrable  Securities
covered by such registration  statement,  at any time when a prospectus relating
thereto is required to be delivered  under the 1933 Act, of the happening of any
event  as a  result  of  which  the  prospectus  included  in such  registration
<PAGE>
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact  required to be stated  therein or necessary to
make the  statements  therein not  misleading in the light of the  circumstances
then existing or if it is  necessary,  in the opinion of counsel to the Company,
to amend or supplement such prospectus to comply with law, and at the request of
any such seller prepare and furnish to such seller a reasonable number of copies
of a supplement  to or an amendment  of such  prospectus  as may be necessary so
that, as thereafter delivered to the purchasers of such Registrable  Securities,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated  therein or necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing and shall  otherwise  comply in all material  respects  with law and so
that such prospectus, as amended or supplemented, will comply with law.

               (vi)  otherwise  use its  reasonable  efforts to comply  with all
applicable  rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably  practicable,  an earnings statement covering the
period of at least  twelve (12)  months,  beginning  with the first month of the
first fiscal  quarter after the effective date of such  registration  statement,
which  earnings  statement  shall satisfy the provisions of Section 11(a) of the
1933 Act;

               (vii)  use  reasonable  efforts  to list such  securities  on any
securities exchange or  over-the-counter  market on which shares of Common Stock
are then  listed,  if such  securities  are not  already  so listed  and if such
listing is then permitted under the rules of such exchange; and

               (viii)  issue  to  any   underwriter   to  which  any  holder  of
Registrable  Securities may sell such Registrable  Securities in connection with
any such  registration  (and to any direct or  indirect  transferee  of any such
underwriter)  certificates evidencing shares of Common Stock without restrictive
legends.

          (b) If requested by the managing or lead managing  underwriter for any
underwritten  offering  of  Registrable  Securities  on  behalf  of  Holders  of
Registrable  Securities,  the Company will enter into an underwriting  agreement
with  the  underwriters  of  such  offering,  such  agreement  to  contain  such
representations  and  warranties  by the  Company  and each such Holder and such
other  terms  and  conditions  as  are  contained  in  underwriting   agreements
customarily used by such managing or lead managing underwriter with such changes
as the parties thereto shall agree,  including,  without limitation,  provisions
relating to indemnification and contribution in lieu thereof.

          (c) The Holders of Registrable Securities included in the registration
shall furnish to the Company such information and agreements (e.g.  distribution
restrictions)  regarding such Holders,  the Registrable  Securities held by them
and the  distribution  proposed by such  Holders as the Company may from time to
time reasonably  request and as shall be reasonably  required in connection with
any registration, qualification or compliance referred to in this Agreement.

          (d) The Holders of Registrable Securities included in any registration
shall,   upon  request  by  the  Company  and  the  managing  or  lead  managing
underwriter, if applicable,  execute and deliver custodian agreements and powers
of attorney in form and  substance  reasonably  satisfactory  to the Company and
<PAGE>
such Holders or Holders and as shall be reasonably  necessary to consummate  the
offering.

     7.6 INDEMNIFICATION.

          (a) The Company  will  indemnify  each  Holder  with  respect to which
registration has been effected pursuant to this Agreement, and each underwriter,
if any,  and each  person who  controls  any  underwriter  within the meaning of
Section  15 of the  1933  Act,  against  any and all  losses,  claims,  damages,
liabilities  or expenses (or actions in respect  thereof),  including any of the
foregoing  incurred in settlement of any  litigation,  commenced or  threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any  registration  statement or prospectus,  or any
amendment   or   supplement   thereto,   incident  to  any  such   registration,
qualification or compliance,  or based on any omission (or alleged  omission) to
state therein a material fact required to be stated therein or necessary to make
the statements  therein,  in the light of the  circumstances  in which they were
made,  not  misleading,  or any  violation by the Company of the 1933 Act or any
rule or regulation  promulgated  under the 1933 Act applicable to the Company in
connection with any such registration,  and the Company will reimburse each such
Holder, each such underwriter and each person who controls any such underwriter,
for any legal and other  expenses  reasonably  incurred,  as such  expenses  are
incurred,  in  connection  with  investigating,  preparing or defending any such
claims, loss, damage, liability or action;  PROVIDED,  HOWEVER, that the Company
will not be liable in any such case to the  extent  that any such  claim,  loss,
damage,  liability or expense arises out of or is based on any untrue  statement
or omission or alleged untrue  statement or omission,  made in reliance upon and
in conformity with written information furnished to the Company by an instrument
duly executed by such Holder or underwriter  and stated to be  specifically  for
use therein.

          (b) Each Holder will, if  Registrable  Securities  held by such Holder
are included in the securities as to which such  registration is being effected,
indemnify the Company, each of its directors and officers, each underwriter,  if
any, of the Company's securities covered by such a registration statement,  each
person who  controls  the  Company  or such  underwriter  within the  meaning of
Section  15 of the 1933 Act and  each  other  such  Holder  against  any and all
losses,  claims,  damages,  liabilities  and  expenses  (or  actions  in respect
thereof),  arising out of or based on any untrue  statements  (or alleged untrue
statement) of a material fact  contained in any such  registration  statement or
prospectus,  or any omission (or alleged  omission) to state  therein a material
fact required to be stated  therein or necessary to make the statement  therein,
in the light of the  circumstances  under which they were made, not  misleading,
and will reimburse the Company,  such Holders,  underwriters  or control persons
for any legal or any other expenses  reasonably  incurred,  as such expenses are
incurred,  in connection with  investigating or defending any such claim,  loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration  statement or prospectus in reliance upon
and in  conformity  with  written  information  furnished to the Company by such
Holder.

          (c) Each party entitled to indemnification under this Section 7.6 (the
"INDEMNIFIED  PARTY")  shall  give  notice  to the  party  required  to  provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume the  defense of any such claims or any
<PAGE>
litigation  resulting  therefrom;   PROVIDED,  HOWEVER,  that  counsel  for  the
Indemnifying  Party,  who shall conduct the defense of such claim or litigation,
shall  be  approved  by the  Indemnified  Party  (which  approval  shall  not be
unreasonably  withheld),  and the  Indemnified  Party  may  participate  in such
defense at such Indemnified Party's expense; PROVIDED, HOWEVER, that the failure
of any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement unless the failure to
give such notice is materially prejudicial to an Indemnifying Party's ability to
defend such action.  Notwithstanding the foregoing, the Indemnifying Party shall
not be  entitled  to assume the defense for matters as to which there is, in the
opinion of counsel to the Indemnifying Party, a conflict of interest or separate
and different defenses.  No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement  which does not include as
an  unconditional  term  thereof the giving by the claimant or plaintiff to such
Indemnified  Party of a release  from all  liability in respect of such claim or
litigation.  Each  Indemnified  Party shall furnish such  information  regarding
itself or the claim in question as an Indemnifying  Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and the litigation resulting therefrom.

     7.7 CONTRIBUTION.

          (a) If the  indemnification  provided  for in  Section  7.6  hereof is
unavailable to an Indemnified Party in respect of any losses,  claims,  damages,
liabilities  or expenses  (or actions in respect  thereof)  referred to therein,
then each Indemnifying  Party, in lieu of indemnifying  such Indemnified  Party,
shall  contribute to the amount paid or payable by such  Indemnified  Party as a
result of such losses, claims,  damages,  liabilities or expenses (or actions in
respect  thereof) in such  proportion as is  appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and the Indemnified Party on the
other in  connection  with the  statement  or  omission  which  resulted in such
losses,  claims,  damages,  liabilities  or  expenses  (or  actions  in  respect
thereof), as well as any other relevant equitable  considerations.  The relative
fault shall be  determined  by  reference  to, among other  things,  whether the
untrue  statement  (or  alleged  untrue  statement),  of a material  fact or the
omission (or alleged  omission) to state a material fact relates to  information
supplied by the  Indemnifying  Party or the  Indemnified  Party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such  statement  or omission.  The Company and each Holder agree that it
would not be just and  equitable  if  contribution  pursuant to this Section 7.7
were  determined  by pro rata  allocation  or by any other method of  allocation
which does not take account of the equitable  considerations  referred to above.
The amount  paid or payable by an  Indemnified  Party as a result of the losses,
claims,  damages,  liabilities  or  expenses  (or  actions in  respect  thereof)
referred to above in this Section  shall be deemed to include any legal or other
expenses  reasonably  incurred  by such  Indemnified  Party in  connection  with
investigating or defending any such action or claim.

          (b) No  person  guilty of  fraudulent  misrepresentation  (within  the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
<PAGE>
     7.8. EXCHANGE ACT REGISTRATION. The Company covenants and agrees that until
such time as there shall be no Registrable Securities outstanding:

          (a) it will,  if required by law,  maintain an effective  registration
statement  (containing  such information and documents as the SEC shall specify)
with  respect to the Common Stock under  Section  12(g) of the 1934 Act and will
file in a timely manner such  information,  documents and reports as the SEC may
require or prescribe for companies whose stock has been  registered  pursuant to
said Section 12(g); and

          (b) it will, if a  registration  statement  with respect to the Common
Stock under Section  12(b) or Section  12(g) of the 1934 Act is effective,  make
whatever  filings  with the SEC or  otherwise  make  generally  available to the
public such  financial  and other  information  as may be  necessary in order to
enable the Holders to sell shares of Common Stock  pursuant to the provisions of
Rule 144, or any successor rule or regulation  thereto or any statute  hereafter
adopted to replace or to  establish  the  exemption  that is now covered by said
Rule 144.

     The Company represents and warrants that such registration statement or any
information,  documents or report filed with the SEC in connection  therewith or
any  information  so made public  shall not contain  any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary in order to make the statements contained therein not misleading.  The
Company  agrees to indemnify and hold harmless (or to the extent the same is not
enforceable,  make  contribution  to)  the  Holders,  their  partners,  advisory
committee  members,  officers,  directors and employees acting for any Holder in
connection with any offering or sale by such Holder of Registrable Securities or
any  person,  firm or  corporation  controlling  (within  the  meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act) such  Holder  from and
against any and all losses, claims, damages, liabilities or expenses (or actions
in respect thereof) arising out of or resulting from any breach of the foregoing
representation or warranty,  all on terms and conditions comparable to those set
forth in Section 7.6; PROVIDED, HOWEVER, that the Company shall be given written
notice and an opportunity to assume on terms and conditions  comparable to those
set forth in Section 7.6 the defense thereof.

     7.9 DELAY OF REGISTRATION. No holder shall have any right to obtain or seek
an injunction  restraining or otherwise  delaying any registration as the result
of any  controversy  that might  arise with  respect  to the  interpretation  or
implementation of this Section 7.

     7.10  AMENDMENTS  AND WAIVERS.  Any term or  provision of the  registration
rights stated in this Agreement may be amended and the observance of any term of
such rights may be waived  (either  generally  or in a  particular  instance and
either  retroactively  or  prospectively),  only with the written consent of the
Company and the holders of at least  fifty-one  percent (51%) of the Registrable
Securities Then Outstanding. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each Holder of any  Registrable  Securities
then outstanding, each future Holder of all such Registrable Securities, and the
Company.
<PAGE>
8.   FURTHER AGREEMENTS

     You agree that:

     8.1 NO  TRANSFER  OR  ASSIGNMENT.  You will not  transfer  or  assign  this
Agreement or any of your interest herein except as provided in Section 4.7.

     8.2  SUCCESSORS AND ASSIGNS.  You may not cancel,  terminate or revoke this
Agreement and this Agreement  shall be binding upon your successors and assigns,
except as provided by certain state laws.

     8.3  INDEMNIFICATION.  You shall  indemnify,  hold  harmless and defend the
Company and its affiliates and agents with respect to any and all loss,  damage,
expense,  claim,  action or  liability  any of them may incur as a result of the
breach or untruth of any  representations or warranties made by you herein or in
the Confidential Purchaser Questionnaire completed by you, and you agree that in
the event of any breach or untruth of any  representations or warranties made by
you herein or in the Confidential Purchaser  Questionnaire completed by you, the
Company may, at its option, forthwith rescind the sale of the Shares to you.

     8.4  LEGEND.  You  acknowledge  and  understand  that  any  certificate  or
certificates  representing the Shares that are issued by the Company to you will
bear the following legend or a legend similar thereto:

     "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
     LAWS. SUCH  SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT  PURPOSES ONLY AND
     NOT WITH A VIEW TO THE  DISTRIBUTION  THEREOF.  SUCH  SECURITIES MAY NOT BE
     SOLD, OFFERED FOR SALE, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE
     OF AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SAID ACT AND COMPLIANCE WITH
     THE  REQUIREMENTS OF ANY APPLICABLE  STATE SECURITIES LAWS OR AN OPINION OF
     COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND/OR COMPLIANCE
     IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
     TO CERTAIN  TRANSFER  RESTRICTIONS  PURSUANT TO A SHARE PURCHASE  AGREEMENT
     DATED DECEMBER ___, 2001."

9.   GENERAL AND MISCELLANEOUS

     9.1 SURVIVAL OF WARRANTIES.  The warranties,  representations and covenants
of the parties contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing.

     9.2 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among
the  parties,  and no party  shall be liable or bound to any other  party in any
manner by any  warranties,  representations,  guarantees or covenants  except as
specifically  set forth in this  Agreement.  The terms  and  conditions  of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors  and assigns of the parties.  Nothing in this  Agreement,  express or
<PAGE>
implied,  is intended to confer upon any party other than the parties  hereto or
their respective successors and assigns any rights,  remedies,  obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

     9.3 GOVERNING LAW. This Agreement  shall be governed by and construed under
the internal laws of the State of Arizona without regard to conflicts of law.

     9.4.  COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     9.5 NOTICES. All notices,  requests, demands and other communications under
this  Agreement  shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be
given,  or on the fifth day after the date of  mailing if mailed to the party to
whom  notice is to be given,  by first  class  mail,  registered  or  certified,
postage prepaid,  and properly  addressed as follows:  if to you, at the address
indicated in your Confidential Purchaser  Questionnaire;  and if to the Company,
at its principal  office.  Any party may change its address for purposes of this
paragraph  by giving the other  party  written  notice of the new address in the
manner set forth above.

     9.6  SEVERABILITY.  If one or more provisions of this Agreement are held to
be  unenforceable  under  applicable law, such provisions shall be excluded from
this Agreement and the balance of the Agreement  shall be interpreted as if such
provisions  were so excluded and shall be  enforceable  in  accordance  with its
terms.

     9.7  AMENDMENT/MODIFICATION.  Neither  this  Agreement,  nor  any  term  or
provision  hereof,  may be changed,  waived,  discharged,  amended,  modified or
terminated  orally,  or in any  manner  other than by an  instrument  in writing
signed by each of the parties hereto.
<PAGE>
     If the foregoing conforms to your understanding of our agreement, please so
indicate  by  signing  two  copies of this  Agreement  and  returning  it to the
Company, whereupon it shall become a binding agreement between and among us.

<TABLE>
<S>                                          <C>
Date:                                        Amount of shares:
      ----------------------------------                       ----------------------
                                             Total purchase price: $1,250,000.00.
                                                                   ------------------

BFS US Special Opportunities Trust PLC       X
----------------------------------------     ----------------------------------------
        (Print your name.)                               (Your signature)

                                             ----------------------------------------
                                             (Print name and title of authorized
                                             signatory, if you are not a natural
                                             person)


----------------------------------------     ----------------------------------------
(Print name of joint purchaser, if any.)     (Signature of joint purchaser, if any)


                                             ACCEPTED AND AGREED:

                                             POORE BROTHERS, INC.


Date:                                        By:
      ----------------------------------         ------------------------------------
                                                 Name:
                                                 Title:
</TABLE>
<PAGE>
                     MANNER IN WHICH SHARES ARE TO BE HELD:

____  Individual ownership           ____  Partnership

____  Tenants-in-common              ____  Trust (other than an employee benefit
                                           plan trust or individual retirement
                                           account trust)

____  Joint tenants with rights      ____  Employee benefit plan trust (other
      of survivorship                      than an individual retirement account
                                           trust)

____  Community property             ____  Individual retirement account trust

____  Community property with        ____  Corporation
      right of survivorship

____  Other (please indicate): _________________________________________________