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                                                                    EXHIBIT 10.2


                                     RETAIL
                           TRADEMARK LICENSE AGREEMENT


      This is a TRADEMARK LICENSE AGREEMENT ("AGREEMENT") between The
Pillsbury Company, a Delaware corporation having a principal place of
business at Number One General Mills Boulevard, Minneapolis, Minnesota 55426
("TPC") and International Multifoods Corporation, a Delaware corporation
having a principal place of business at 110 Cheshire Lane, Suite 300,
Minnetonka, Minnesota 55305 ("LICENSEE").

                                       I.
                                GRANT OF LICENSE

1.1   SCOPE OF LICENSE. TPC grants LICENSEE an exclusive (except to the degree
      that Schedule 1 specifically states that it is non-exclusive) license to
      use the trademarks listed in Schedule 1 (the "MARKS"), as well as related
      trade dress ("TRADE DRESS") (the MARKS and TRADE DRESS being collectively
      referred to as the "PROPERTY") in connection with the manufacture,
      promotion, marketing, sale and distribution of the products within the
      acquired product categories listed in Schedule 1 (the "PRODUCTS"), in the
      CHANNELS OF DISTRIBUTION listed in Schedule 1 (the "CHANNELS OF
      DISTRIBUTION"), and in the LICENSED TERRITORY set forth in Schedule 1 (the
      "LICENSED TERRITORY"), under the terms set forth below. Without limiting
      the foregoing, LICENSEE shall be free to determine how the MARKS are
      placed on BRANDED PRODUCTS and used in advertising. When used in reference
      to TPC or its other licensees, "PROPERTY" shall mean the PROPERTY and
      similar or related property. When used in reference to TPC or its other
      licensees, "BRANDED PRODUCTS" shall mean any products manufactured,
      promoted or sold by TPC or its other licensees bearing the PROPERTY. When
      used in reference to LICENSEE or its sublicensees, "BRANDED PRODUCTS"
      shall mean PRODUCTS of LICENSEE or its sublicensees bearing the PROPERTY.

1.2   RESERVATION. It is understood that TPC reserves the right to use itself or
      license to others the right to use the PROPERTY on any products or
      services outside of the CHANNELS OF DISTRIBUTION, and on any products or
      services other than those specifically defined as PRODUCTS under this
      AGREEMENT. No rights are granted to LICENSEE outside of the LICENSED
      TERRITORY. LICENSEE shall not use any of the MARKS as part of a company
      name, such use of the MARKS being reserved exclusively to TPC.

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                                      II.
                                      TERM

2.1   DURATION. Upon execution by both parties, this AGREEMENT shall become
      effective as of the EFFECTIVE DATE indicated on Schedule 1, and shall
      continue for the term set forth on Schedule 1 (the "TERM").

2.2   RENEWAL. This AGREEMENT shall automatically renew for successive twenty
      year terms (each a "RENEWAL TERM") unless LICENSEE gives TPC at least six
      months notice prior to the expiration of the TERM or then current RENEWAL
      TERM.

                                      III.
                                USE OF PROPERTY

3.1   VALIDITY/TITLE. LICENSEE agrees it will not ever challenge the validity of
      the PROPERTY. TPC and LICENSEE agree that they will not, and will cause
      their AFFILIATES not to, ever challenge the validity of this AGREEMENT.
      LICENSEE acknowledges TPC's right and title to the PROPERTY, and shall not
      contest or assist any other person in contesting such right and title.

3.2   LICENSEE'S USE OF THE PROPERTY. LICENSEE will use the PROPERTY only in the
      manner permitted under this AGREEMENT. All uses of the PROPERTY shall
      inure to the benefit of TPC. LICENSEE shall not acquire ownership of the
      PROPERTY by virtue of any use it makes of the PROPERTY. LICENSEE shall not
      attempt to register the PROPERTY alone or as part of its own trademarks,
      nor shall LICENSEE assert ownership of the PROPERTY or attempt to register
      any marks the same as or confusingly similar to the PROPERTY. LICENSEE
      may, at its discretion and to the extent otherwise permitted under
      applicable law, register copyrights that include or are derivative works
      of the PROPERTY, but no such copyright registration shall cause LICENSEE
      to acquire any ownership interest in the PROPERTY.

3.3   TRADEMARK OWNERSHIP NOTICE. LICENSEE agrees to apply the proper notations
      on all PRODUCTS, tags, labels, package inserts, containers, packaging,
      advertising, promotional and display materials or the like containing the
      PROPERTY, as set forth below:

            "[Applicable PROPERTY] is a trademark of The Pillsbury Company, used
            under license."

      LICENSEE shall also mark all packages with LICENSEE's or its
      sublicensee's, as applicable, name and address so as to identify LICENSEE
      or its sublicensee, as applicable, as the supplier of the PRODUCTS. The
      obligations of this Section 3.3 shall not apply to any MARKED INVENTORY
      (as this term is defined in Section 3 of Schedule 1).


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3.4   LICENSEE'S MODIFICATIONS OF MARKS.  LICENSEE shall be free to modify or
      alter the PROPERTY so long as such modification or alteration is
      consistent with Section 4.1 of this AGREEMENT.

3.5   USE OF TPC'S MODIFICATIONS TO THE MARKS. LICENSEE shall have the right,
      but not the obligation, to adopt any changes in the PROPERTY (including
      any such changes that are registered marks or protected under copyright
      laws) made by TPC.

3.6   PREVENTION OF UNAUTHORIZED USE. LICENSEE agrees that it has no right to
      use, and it will not use, the PROPERTY outside of the LICENSED TERRITORY
      or outside of the CHANNELS OF DISTRIBUTION, and that any such use of the
      PROPERTY would constitute an infringement of TPC's intellectual property
      rights.

3.7   NEW MARKS. If LICENSEE desires to use another mark on or in connection
      with the PRODUCTS, which mark does not include any word or design that is
      common to or confusingly similar to a word or design that comprises an
      element of any MARK, such other mark shall be deemed to be an
      "UNASSOCIATED MARK." LICENSEE has the right, but not the obligation, to
      use UNASSOCIATED MARKS in connection with the PRODUCTS in the LICENSED
      TERRITORY, PROVIDED THAT LICENSEE shall bear all costs and expenses
      associated with the development, use, registration and maintenance of the
      UNASSOCIATED MARK, including, but not limited to, the costs of determining
      availability, protection and any costs and expenses associated with any
      charges of infringement relating to such UNASSOCIATED MARK. All
      UNASSOCIATED MARKS shall, as between the parties hereto, be owned solely
      by LICENSEE and all use shall inure to the benefit of LICENSEE.


                                      IV.
                         GOODWILL AND PROMOTIONAL VALUE

4.1   GOODWILL. LICENSEE recognizes and acknowledges the great value of the
      family image and goodwill associated with the PROPERTY and acknowledges
      that the PROPERTY, and all rights therein and the goodwill pertaining
      thereto, are legally enforceable and belong exclusively to TPC, except as
      conferred by this AGREEMENT. LICENSEE shall take no action, or allow its
      AFFILIATES to take any action, in connection with its use of the MARKS to
      impair or diminish the benefits of the use of the MARKS by TPC, including,
      but not limited to, any action that impairs or diminishes such benefits by
      damaging the PROPERTY or bringing the PROPERTY into disrepute. The parties
      agree that LICENSEE's use of any MARKS in comparative advertising is not
      per se a violation of this Section 4.1.

                                       V.
                              PROPERTY PROTECTION

5.1   COMPLIANCE WITH LAW. In manufacturing, promoting, marketing and selling
      BRANDED PRODUCTS, each party agrees to maintain full compliance with the
      provisions of


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      applicable federal, state and local laws and regulations.


5.2   TPC'S COVENANT REGARDING USE OF THE MARKS.

            (a) COVENANT. TPC shall take no action, or allow its AFFILIATES to
      take any action, in connection with its use of the MARKS to impair or
      diminish the benefits of the use of the MARKS by LICENSEE, including, but
      not limited to, any action that impairs or diminishes such benefits by
      damaging the PROPERTY or bringing the PROPERTY into disrepute.

            (b) NOTICE PROVISION. If TPC breaches its obligations under the
      preceding paragraph, LICENSEE may impose the Voluntary Restraint (as
      defined herein) specified below by providing to TPC written notice
      ("Notice") that: (i) expressly refers to this notice provision and states
      LICENSEE's intention, within two business days after receipt by TPC of
      Notice, to commence an action, in accordance with Section 10.13 of this
      AGREEMENT, for breach of TPC's obligations under the preceding paragraph
      ("Declaratory Judgment Action") and to file an application for a temporary
      restraining order or other injunctive interlocutory relief
      ("Application"); and (ii) expressly identifies what conduct or anticipated
      conduct of TPC is or will be claimed by LICENSEE to constitute a breach of
      TPC's obligations under the preceding paragraph. The Notice shall be
      provided in accordance with the notice provisions of Section 10.8 of this
      AGREEMENT except that the Notice shall be given only by hand delivery or
      by reputable overnight courier service.

            (c) VOLUNTARY RESTRAINT. Upon receipt of any Notice, TPC shall
      immediately cease and desist (the "Voluntary Restraint") the conduct
      identified in the Notice (the "Identified Conduct") until denial, by any
      court, of any Application related to such Identified Conduct or any other
      decision by the court that the Voluntary Restraint should be lifted (the
      "Voluntary Restraint Period"). Notwithstanding the foregoing, the
      Voluntary Restraint Period shall end in the event that LICENSEE fails,
      within two business days after the receipt of the Notice by TPC, to file
      the Declaratory Judgment Action and Application in a court of competent
      jurisdiction. The fact that TPC has engaged in the Voluntary Restraint
      prior to the judicial hearing as provided herein shall not constitute an
      admission, nor shall LICENSEE contend, that such fact in any way bears
      upon the appropriateness of the grant of a temporary restraining order or
      temporary injunction.

            (d) CONSENT TO EXPEDITED LITIGATION. In any Declaratory Judgment
      Action brought under this Section 5.2, neither TPC nor LICENSEE shall
      oppose any application by the other party requesting expedited treatment
      of any application for temporary, preliminary or permanent relief.

            (e) ADDITIONAL RIGHTS. Nothing contained in this Section 5.2 shall
      be construed to limit the rights of either party to obtain judicial review
      of their legal rights or obligations under this AGREEMENT.

            (f) COSTS AND DAMAGES. The prevailing party in each Declaratory
      Judgment Action, upon a final decision of the Declaratory Judgment Action
      by the court, shall have


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      the right to recover from the other party all out-of-pocket costs,
      including reasonable attorneys' fees resulting from such Declaratory
      Judgment Action and any direct damages suffered by such prevailing party.

            (g) THIRD PARTY ARBITRATION. If LICENSEE believes that TPC is in
      breach of the above paragraph (a) of this Section 5.2, LICENSEE shall have
      the right, at its sole discretion, to submit such dispute to arbitration
      in accordance with the CPR Institute for Dispute Resolution Rules for
      Non-Administered Arbitration by three arbitrators, of whom each party
      shall appoint one (the third to be chosen in accordance with such rules).
      The arbitrators shall be selected from the CPR/INTA Trademark Panel of
      Neutrals. Except as provided in this Section 5.2, the arbitration shall be
      governed by said rules and the Federal Arbitration Act, 9 U.S.C. Sections
      1-16. The place of the arbitration shall be Minneapolis, Minnesota.

            (h) Any monetary award rendered by the Arbitrators against TPC shall
      be limited to direct and actually incurred damages, and shall exclude
      consequential damages and damages for lost profits, resulting from the
      breach of this AGREEMENT. Monetary damages may be awarded if the
      Arbitrators find that TPC has taken any action in connection with its use
      of the MARKS to impair or diminish the benefits of the use of the MARKS by
      LICENSEE, including, but not limited to, any action that impairs or
      diminishes such benefits by damaging the PROPERTY or bringing the PROPERTY
      into disrepute.

            (i) The Arbitrators shall receive an amount pursuant to a fee
      schedule to be agreed upon by TPC, LICENSEE and the Arbitrators for the
      arbitration of any disputes between TPC and LICENSEE with respect to this
      AGREEMENT that the Arbitrators resolve. If the Arbitrators decide in favor
      of LICENSEE, then TPC shall pay the Arbitrators' fees; if the Arbitrators
      decide in favor of TPC, then LICENSEE shall pay the Arbitrators' fees.

            (j) The decision of the Arbitrators shall be final and binding on
      all parties. Notwithstanding the foregoing, the award shall be subject to
      judicial review to determine if it contains material errors of law, is
      arbitrary or capricious or on any other ground that would be applicable if
      the award were a judgment entered by a federal district court. Judgment
      upon any award rendered by the Arbitrators may be entered by any court
      having jurisdiction thereof. Any party may challenge any decision of the
      Arbitrators, in which case the parties agree to cooperate to expedite
      judicial review of such decision; provided, however, that to the extent
      the final nonappealable judgment of such judicial review does not overrule
      such decision the party challenging the decision shall pay the attorneys'
      fees and other out-of-pocket expenses of the other party.


5.3   EXISTING AND PENDING REGISTRATIONS. TPC shall use reasonable efforts to
      maintain in full force and effect in the LICENSED TERRITORY currently
      existing registrations for the MARKS including, but not limited to,
      renewing existing registrations to the extent reasonably permissible under
      then applicable law. In addition, TPC shall prosecute: (i) all currently
      pending applications for registration in the LICENSED TERRITORY for the
      currently existing MARKS, to the extent reasonably permissible under
      applicable law, and (ii) new applications for registration in the LICENSED
      TERRITORY for the


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      MARKS as reasonably requested by LICENSEE. TPC shall use reasonable
      efforts to maintain any registrations issued pursuant to any such
      applications referred to in (i) and (ii) above. TPC's obligations pursuant
      to the preceding two sentences shall continue as long as this AGREEMENT
      continues in effect except to the extent the parties may mutually agree to
      the contrary or to the extent maintenance of any particular MARK is
      precluded by reason of the lack of use thereof or any other applicable
      law. LICENSEE agrees to provide assistance and documentation as is
      reasonably required by TPC in connection with the foregoing. All of TPC's
      activities under this paragraph in registering and maintaining
      registrations for MARKS shall be at TPC's sole expense, except that the
      cost of any appeals or contested proceedings (E.G., opposition or
      cancellation proceedings) for applications or registrations that primarily
      relate to LICENSEE's BRANDED PRODUCTS, or that TPC reasonably does not
      wish to maintain and LICENSEE does wish to maintain, shall be borne by
      LICENSEE.

5.4   INFRINGEMENT BY THIRD PARTIES. Each party agrees to reasonably assist the
      other in protecting the PROPERTY from infringement by third parties,
      including, but not limited to, reporting to the other party any
      infringement or imitation of the PROPERTY it becomes aware of (PROVIDED,
      HOWEVER, that TPC shall only be obligated to report such infringements or
      imitations to LICENSEE if they relate to PRODUCTS or if TPC intends to
      initiate an action, suit, opposition or other proceeding (collectively, a
      "PROCEEDING") with respect to such matter). Except as otherwise provided
      in this Section 5.4, or unless the parties agree otherwise in writing, the
      prosecution and settlement of any PROCEEDING respecting any infringement,
      dilution, tarnishment, unfair competition or passing off by a third party
      of, or with respect to, any PROPERTY (collectively, an "INFRINGEMENT"),
      including the decision whether to initiate a PROCEEDING, shall be as
      follows:

            (a) Except as set forth otherwise in the Foodservice Trademark
      License Agreement entered into between TPC and LICENSEE on the date hereof
      (and even then only during the term thereof), for any INFRINGEMENT that
      relates to use of PROPERTY in connection with goods or services other than
      PRODUCTS:

                  (1) TPC shall have the sole right to determine whether to
            institute litigation with respect to such INFRINGEMENT, as well as
            the sole right to select counsel. TPC may commence or prosecute any
            such claims or suits in its own name or it may join LICENSEE as a
            party thereto. TPC shall be entitled to keep the entire amount of
            any recovery therefrom. If TPC brings any such INFRINGEMENT action,
            LICENSEE agrees to cooperate with TPC and lend reasonable assistance
            as requested by TPC, subject to being reimbursed for its reasonable
            out-of-pocket expenses incurred at TPC's request.

                  (2) Each party shall promptly (i) notify the other party of
            any material developments with respect to such PROCEEDING, (ii)
            deliver to the other party a copy of all pleadings, correspondence
            and other material documents respecting such PROCEEDING, and (iii)
            notify the other party of any offers of settlement related to such
            PROCEEDING which it receives or which it proposes to make.


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                  (3) TPC shall not offer, or accept any offer of, a settlement
            that contains any material term or condition other than the receipt
            or payment of money by TPC, which settlement would have a materially
            negative effect on the PROPERTY, without the prior written consent
            of LICENSEE, which consent shall not be unreasonably withheld or
            delayed.

            (b)   For any INFRINGEMENT that relates to use of
      PROPERTY in connection with PRODUCTS:

                  (1) LICENSEE shall have the sole right to determine whether to
            institute litigation with respect to such INFRINGEMENT, as well as
            the sole right to select counsel ("TRADEMARK COUNSEL"). LICENSEE may
            commence or prosecute any such claims or suits in its own name or it
            may join TPC as a party thereto. LICENSEE shall be entitled to keep
            the entire amount of any recovery therefrom. If LICENSEE brings any
            such INFRINGEMENT action, TPC agrees to cooperate with LICENSEE and
            lend reasonable assistance as requested by LICENSEE, subject to
            being reimbursed for its reasonable out-of-pocket expenses incurred
            at LICENSEE's request.

                  (2) TRADEMARK COUNSEL and each party (unless TRADEMARK COUNSEL
            has already done so) shall promptly (i) notify the other party of
            any material developments with respect to such PROCEEDING, (ii)
            deliver to the other party a copy of all pleadings, correspondence
            and other material documents respecting such PROCEEDING, and (iii)
            notify the other party of any offers of settlement related to such
            PROCEEDING which it receives or which it proposes to make.

                  (3) Neither party shall offer, or accept any offer of, a
            settlement that contains any material term or condition other than
            the receipt or payment of money by such party, which settlement
            would have a materially negative effect on the PROPERTY, without the
            prior written consent of the other party, which consent shall not be
            unreasonably withheld or delayed.

5.5   THIRD PARTY INFRINGEMENT CLAIMS.

            (a) If claims are made against TPC or its AFFILIATES or LICENSEE (or
      its sublicensees) with respect to use of the PROPERTY in connection with
      PRODUCTS ("THIRD-PARTY INFRINGEMENT CLAIMS"), then TPC and LICENSEE agree
      to consult with each other on a suitable course of action. In no event
      shall either party have the right, without the prior consent of the other
      party, to acknowledge the validity of the THIRD-PARTY INFRINGEMENT CLAIM
      or to take any other action which materially impairs the ability of the
      other party to contest the claim of such third party or the rights of the
      other party to use or protect the PROPERTY; PROVIDED, HOWEVER, that either
      party may obtain or seek a license from such third party so long as such
      license does not acknowledge the validity of the THIRD-PARTY INFRINGEMENT
      CLAIM. Each party


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      shall have the right to participate fully at its own expense in the
      defense of any such THIRD-PARTY INFRINGEMENT CLAIM. TPC shall have the
      sole right to handle any claims made against it with respect to use of the
      PROPERTY in connection with TPC's BRANDED PRODUCTS; PROVIDED, HOWEVER,
      that TPC shall not, without the prior consent of LICENSEE, acknowledge the
      validity of any such claim or take any other action if such
      acknowledgement or action materially impairs LICENSEE's rights under this
      AGREEMENT or LICENSEE's rights to use or protect the PROPERTY; PROVIDED,
      HOWEVER, that TPC may obtain or seek a license from such third party so
      long as such license does not acknowledge the validity of the claim.

            (b) LICENSEE agrees to make, within a reasonable timeframe,
      reasonable modifications requested by TPC in LICENSEE's use of the
      PROPERTY if TPC reasonably determines such action is necessary to resolve
      or settle a claim or suit unless such modifications would have a
      materially negative effect on LICENSEE's business.

                                      VI.
                         INDEMNIFICATION AND INSURANCE

6.1   SURVIVAL. The representations and warranties of the parties hereto in this
      AGREEMENT shall survive the execution and delivery hereof and the delivery
      of all of the documents executed in connection herewith and shall continue
      in full force and effect after the date hereof.

6.2   DEFINED TERMS RELATING TO INDEMNIFICATION PROVISIONS. For all purposes
      of this AGREEMENT, except as expressly provided or unless the context
      otherwise requires, the following definitions shall apply:

            "AFFILIATE" shall mean, with respect to any PERSON, any PERSON
      directly or indirectly controlling, controlled by, or under common control
      with, such other PERSON at any time during the period for which the
      determination of affiliation is being made. For purposes of this
      definition, the term "control" (including the correlative meanings of the
      terms "controlled by" and "under common control with"), as used with
      respect to any PERSON, shall mean the possession, directly or indirectly,
      of the power to direct or cause the direction of management policies of
      such PERSON, whether through the ownership of voting securities or by
      contract or otherwise.

            "GOVERNMENTAL ENTITY" shall mean any federal, state, political
      subdivision or other governmental agency, court or instrumentality,
      foreign or domestic.

            "PERSON" shall mean an individual, corporation, partnership, limited
      liability company, association, trust or unincorporated organization, a
      government or any agency or political subdivision thereof or any other
      entity or organization.

6.3   INDEMNIFICATION BY TPC. From and after the EFFECTIVE DATE, subject to the
      provisions of this Article VI, TPC shall indemnify LICENSEE, its
      AFFILIATES and each of their respective officers, directors, employees,
      agents and representatives against


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      and hold them harmless from any loss, claim, damage, liability, cost or
      expense (including reasonable fees and expenses of lawyers, accountants,
      investigators, experts and other professionals) (collectively, a "LOSS")
      suffered or incurred by any such indemnified party to the extent arising
      out of the manufacture, distribution, use, sale or marketing of TPC's (or
      its other licensees') BRANDED PRODUCTS, including any unauthorized use of
      any patent, process, idea, method or device, or unfair trade practice,
      false advertising, trademark infringement, or the like.

6.4   INDEMNIFICATION BY LICENSEE. From and after the EFFECTIVE DATE, subject to
      the provisions of this Article VI, LICENSEE shall indemnify TPC, its
      AFFILIATES and each of their respective officers, directors, employees,
      agents and representatives against and hold them harmless from any LOSS
      suffered or incurred by any such indemnified party to the extent arising
      out of the manufacture, distribution, use, sale or marketing of LICENSEE's
      (or its other licensees') BRANDED PRODUCTS, including (except as set forth
      below) any unauthorized use of any patent, process, idea, method or
      device, or unfair trade practice, false advertising, trademark
      infringement, or the like, but excluding items for which LICENSEE has a
      claim for indemnification under that certain Amended and Restated Asset
      Purchase Agreement among TPC, LICENSEE and General Mills, Inc., a Delaware
      corporation ("GMI"), dated October 24, 2001 (as it may be amended from
      time to time, the "ASSET PURCHASE AGREEMENT").

6.5   PROCEDURES RELATING TO INDEMNIFICATION.

            (a) In order for an indemnified party to be entitled to any
      indemnification provided for under this Article VI in respect of, arising
      out of or involving a claim or demand made by any person, firm,
      GOVERNMENTAL ENTITY or corporation against the indemnified party (a
      "THIRD-PARTY CLAIM"), such indemnified party must notify the indemnifying
      party in writing, and in reasonable detail, of the THIRD-PARTY CLAIM as
      promptly as reasonably possible after receipt by such indemnified party of
      written notice of the THIRD-PARTY CLAIM; PROVIDED, HOWEVER, that failure
      to give such notification shall not affect the indemnification provided
      hereunder except to the extent the indemnifying party shall have been
      actually prejudiced as a result of such failure. Thereafter, the
      indemnified party shall deliver to the indemnifying party, within five (5)
      business days after the indemnified party's receipt thereof, copies of all
      notices and documents (including court papers) received by the indemnified
      party relating to the THIRD-PARTY CLAIM; PROVIDED, HOWEVER, that failure
      to make such deliveries shall not affect the indemnification provided
      hereunder except to the extent the indemnifying party shall have been
      actually prejudiced as a result of such failure.

            (b) If a THIRD-PARTY CLAIM is made against an indemnified party, the
      indemnifying party will be entitled to participate in the defense thereof
      and, if it so elects in writing within ten (10) days of receipt of written
      notice from the indemnified party and acknowledges its obligation to
      indemnify the indemnified party therefor, to assume the defense thereof
      with counsel selected by the indemnifying party and reasonably
      satisfactory to the indemnified party, PROVIDED that the indemnifying
      party conducts the defense actively and diligently thereafter. Should the
      indemnifying party so elect to


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      assume the defense of a THIRD-PARTY CLAIM, the indemnifying party will not
      be liable to the indemnified party for legal expenses subsequently
      incurred by the indemnified party in connection with the defense thereof,
      absent any conflict of interest between such parties. If the indemnifying
      party assumes such defense, the indemnified party shall have the right to
      participate in the defense thereof and to employ counsel, at its own
      expense, unless a conflict of interest would arise if counsel to the
      indemnifying party also represented the indemnified party, separate from
      the counsel employed by the indemnifying party, it being understood that
      the indemnifying party shall control such defense, except to the extent of
      any such conflict of interest between such parties. The indemnifying party
      shall be liable for the fees and expenses of counsel employed by the
      indemnified party for any period during which the indemnifying party has
      not assumed the defense thereof or in the event of any conflict of
      interest between the indemnified party and the indemnifying party. All the
      parties hereto shall cooperate in the defense or prosecution of any
      THIRD-PARTY CLAIM. Such cooperation shall include the retention and (upon
      the other party's request) the provision to the other party of records and
      information that are reasonably relevant to such THIRD-PARTY CLAIM, and
      making employees available on a mutually convenient basis to provide
      additional information and explanation of any material provided hereunder,
      at the reasonable expense of the indemnifying party. Whether or not the
      indemnifying party shall have assumed the defense of a THIRD-PARTY CLAIM,
      the indemnified party shall not admit any liability with respect to, or
      settle, compromise or discharge, such THIRD-PARTY CLAIM without the
      indemnifying party's prior written consent (which consent shall not be
      unreasonably withheld). The indemnifying party shall not, without the
      prior written consent of the indemnified party, enter into any settlement
      of any THIRD-PARTY CLAIM that would result in the imposition of a consent
      order, injunction or decree which would materially restrict or otherwise
      materially adversely affect the future activity or conduct of the
      indemnified party or any AFFILIATE thereof, or without the prior written
      consent of the indemnified party (which consent shall not be unreasonably
      withheld) that does not include, as an unconditional term thereof, the
      release of the indemnified party from all liability in respect of such
      THIRD-PARTY CLAIM except the liability satisfied by the indemnifying
      party.

6.6   REPRESENTATION BY TPC. Except as set forth in the ASSET PURCHASE
      AGREEMENT, the PROPERTY is being licensed on an AS IS basis and TPC makes
      no warranties or representations of any kind. ALL OTHER WARRANTIES,
      EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED BY TPC, INCLUDING
      ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      NON-INFRINGEMENT AND WARRANTIES ARISING FROM, COURSE OF DEALING OR USAGE
      OF TRADE. NO AGENT, EMPLOYEE OR REPRESENTATIVE OF TPC HAS ANY AUTHORITY TO
      BIND TPC TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY EXCEPT AS STATED
      IN THIS PARAGRAPH.

6.7   INSURANCE. LICENSEE shall acquire and maintain at its sole cost and
      expense throughout the Term and any Renewal Term of this AGREEMENT
      comprehensive general liability insurance, including product liability,
      advertisers liability, and contractual liability,


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      (hereinafter referred to as "LIABILITY INSURANCE"), underwritten by a
      financially sound and reputable insurance company qualified to do business
      in the LICENSED TERRITORY. This insurance coverage shall provide
      protection of not less than $10 million, combined single limit for
      personal injury and property damage (on a per occurrence basis) with TPC
      named as an additional insured party and shall provide adequate protection
      for LICENSEE and TPC against any and all claims, demands, causes of action
      or damages, including attorneys' fees, arising out of this AGREEMENT,
      including but not limited to any alleged defects in the BRANDED PRODUCTS
      of LICENSEE or its other licensees or any use thereof. Such LIABILITY
      INSURANCE shall be maintained on an occurrence basis to provide such
      protection after expiration or termination of the policy itself and/or of
      this AGREEMENT. The parties acknowledge that such insurance need not
      include product recall coverage.

6.8   CERTIFICATE OF INSURANCE. LICENSEE shall furnish to the AUDITOR (as
      defined below) certificates issued by the insurance company setting forth
      the amount of LIABILITY INSURANCE, the policy number, the date of
      expiration, and a provision that TPC shall receive thirty (30) days'
      written notice prior to termination, reduction or modification of the
      coverage. LICENSEE's purchase and maintenance of the LIABILITY INSURANCE
      or furnishing of the certificate of insurance shall not relieve LICENSEE
      of any of its obligations or liabilities under this AGREEMENT.

                                      VII.
                             QUALITY CONTROL/RECALL

7.1   AUDITING. In order to assure LICENSEE's compliance with its obligations
      under this AGREEMENT and to assure the adequate protection of the great
      value of the goodwill associated with the PROPERTY, LICENSEE agrees to
      hire an independent third party auditor certified by the American
      Institute of Baking (the "AUDITOR") to assess annually LICENSEE's
      compliance with its obligations under this Article VII. TPC shall pay the
      reasonable and customary fees of the AUDITOR. If the AUDITOR discovers any
      noncompliance with such obligations, the AUDITOR shall provide specific
      notice of the deficiency to LICENSEE, and LICENSEE shall promptly take the
      necessary steps to come into compliance. This paragraph shall not require
      either the AUDITOR or LICENSEE to communicate with TPC regarding the
      results of any assessment of LICENSEE's compliance with this AGREEMENT.

7.2   QUALITY STANDARDS. LICENSEE covenants that the BRANDED PRODUCTS that it
      sells (and that any of its sublicensees sell) shall meet or exceed all
      government standards, regulations, guidelines, manufacturing codes, rules,
      laws or the like dealing with or applicable to the BRANDED PRODUCTS.
      Without limiting the foregoing, LICENSEE agrees that all of its activities
      (and the activities of its sublicensees) in relation to BRANDED PRODUCTS
      shall comply with the "good manufacturing practices" regulations
      established by the federal Food and Drug Administration ("FDA"). LICENSEE
      agrees to maintain the HACCP (Hazards And Critical Control Points) program
      currently in place at GMI's Toledo plant (which plant is being turned over
      to LICENSEE pursuant to other agreements between the parties) or some
      other comparable


                                       11
<Page>

      voluntary quality assurance program designed to maintain a quality
      assurance standard appropriate to protect the valuable goodwill associated
      with the PROPERTY, and which quality assurance program LICENSEE may review
      and update from time to time as is appropriate to maintain a quality
      assurance standard appropriate to protect the valuable goodwill associated
      with the PROPERTY. LICENSEE shall establish, and cause its sublicensees to
      establish, a quality assurance plan (including HACCP programs similar to
      the one currently in place at GMI's Toledo plant or some other comparable
      voluntary quality assurance plan) for all facilities at which BRANDED
      PRODUCTS are produced, which quality assurance plan shall be used to
      assure the compliance with these quality standards and to assure
      consistent quality of the BRANDED PRODUCTS. The plan shall include a
      description of the quality controls observed in the BRANDED PRODUCTS'
      manufacture, and the procedures followed to audit and verify continued
      quality and conformance to specifications for the BRANDED PRODUCTS, as
      well as applicable laws and regulations. In addition, with respect to each
      sublicensee of LICENSEE (1) LICENSEE shall regularly inspect (either
      directly or through qualified third parties) the activities of such
      sublicensee with respect to the sublicensee's compliance with the terms of
      its sublicense agreement and the quality assurance plan established for
      the sublicensee's manufacture of BRANDED PRODUCTS; (2) prior to the
      introduction by such sublicensee of any new product covered by the
      sublicense with LICENSEE, LICENSEE shall require the sublicensee to submit
      to LICENSEE samples or prototypes of that product, along with proposed
      packaging and advertising materials for that product, and LICENSEE (either
      directly or through qualified third parties) shall inspect the safety of
      the proposed product and review whether the product and the packaging and
      advertising are of a nature and quality that is consistent with the
      goodwill associated with the PROPERTY; and (3) with respect to any
      sublicensee authorized to manufacture any non-food items (as to which
      HACCP, good manufacturing practices and similar governmental standards may
      not be applicable), LICENSEE shall review the sublicensee's quality
      assurance plan and LICENSEE shall monitor the sublicensee's activities in
      a manner appropriate for the protection of the valuable goodwill
      associated with the PROPERTY.

7.3   CONSUMER INQUIRIES. As between LICENSEE and TPC, LICENSEE will, at its
      sole cost, handle all product warranty and/or guarantee/satisfaction
      issues, response and compliance requirements, as well as all consumer
      inquiries or complaints (collectively, the "CONSUMER INQUIRIES") relative
      to any of the BRANDED PRODUCTS that it or its sublicensees sell. Such
      CONSUMER INQUIRIES shall be handled in a competent, professional manner so
      as to maintain the great value of the goodwill associated with the
      PROPERTY. The parties agree to cooperate to establish suitable procedures
      and systems for forwarding to each other all CONSUMER INQUIRIES that
      either party receives relating to the other party's business.

7.4   PRODUCT RECALL. LICENSEE shall make reasonable efforts to give TPC advance
      notice of any product recall or withdrawal with respect to its BRANDED
      PRODUCTS in order to permit TPC to prepare for dealing with the attendant
      public relations and investors relations issues. TPC shall make reasonable
      efforts to give LICENSEE advance notice of any product recall or
      withdrawal with respect to its BRANDED PRODUCTS in order to


                                       12
<Page>

      permit LICENSEE to prepare for dealing with the attendant public relations
      and investors relations issues. As between LICENSEE and TPC, each party
      shall bear any and all costs related to any recall or withdrawal of its
      (and its other licensees') BRANDED PRODUCTS, whether voluntary or
      otherwise. Each party shall implement and maintain, and in all future
      license/sublicense agreements for food products shall cause its
      licensees/sublicensees to implement and maintain, a comprehensive lot
      tracking program with respect to all BRANDED PRODUCTS, starting with raw
      materials and carrying through to final retail distribution, to maximize
      the effectiveness and minimize the extent of any recall or withdrawal.

7.5   CHILD/PRISON LABOR. LICENSEE and TPC agree not to use CHILD labor in the
      manufacturing, packaging or distribution of BRANDED PRODUCTS. The term
      "CHILD" refers to a person younger than the local legal minimum age for
      employment or the age for compelling compulsory education, but in no case
      shall be any child younger than 15 years of age (or 14 years of age where
      local law allows). Each party agrees not to use any forced or involuntary
      labor, whether prison, bonded, indentured or otherwise. In all future
      license/sublicense agreements involving BRANDED PRODUCTS, each party shall
      cause its licensees/sublicensees to abide by all of the foregoing
      restrictions.

                                     VIII.
                                   ASSIGNMENT

8.1   This AGREEMENT may be assigned, transferred or otherwise delegated
      (collectively, an "ASSIGNMENT") by LICENSEE without the prior written
      consent of TPC to an AFFILIATE of LICENSEE, to a party who purchases or
      acquires, as a going concern, the business of LICENSEE in which any of the
      PROPERTY is used (on all or a portion of the PRODUCTS) and/or to any
      lenders providing financing to LICENSEE; PROVIDED, HOWEVER, that prior to
      an ASSIGNMENT (which for purposes of this proviso only shall not include
      any pledge of this AGREEMENT to a lender providing financing to LICENSEE
      until such time as the lender exercises it rights under applicable pledge
      agreements, security agreements or other collateral documents) any
      proposed assignee of this AGREEMENT must agree in writing, delivered to
      TPC, that it shall be bound by the terms and provisions of this AGREEMENT.

8.2   This AGREEMENT may be assigned, transferred, sublicensed or otherwise
      delegated by TPC without the prior written consent of LICENSEE, PROVIDED,
      HOWEVER, that any assignee of this AGREEMENT must agree in writing,
      delivered to LICENSEE, that it shall be bound by the terms and provisions
      of this AGREEMENT.

8.3   This AGREEMENT and all of the provisions hereof shall be binding upon and
      inure to the benefit of, and be enforceable by, the parties hereto and
      their respective successors and permitted assigns.

8.4   This AGREEMENT may be sublicensed, in whole or in part, by LICENSEE,
      without the prior written consent of TPC, PROVIDED THAT LICENSEE gives
      prompt written notice to TPC of any sublicense.


                                       13
<Page>

8.5   Any attempted assignment or delegation in contravention hereof shall be
      null and void.

                                      IX.
                           BREACH, CURE AND REMEDIES

9.1   BREACH AND CURE.  If a party materially violates any of the terms or
      conditions of this AGREEMENT, the other party may send written notice
      to the breaching party, particularly specifying the breach.  The
      breaching party shall have thirty (30) days to cure the specified
      breach. If the breaching party does not cure the breach within such
      period of time, then the non-breaching party may pursue such remedies
      as may be available to it under applicable law, including but not
      limited to both equitable and damages remedies, but excluding
      termination of this AGREEMENT.  In the event that one party claims that
      the other party is materially violating any of the terms or conditions
      of this Agreement and such other party disputes such claim, the party
      claiming that the other party is in breach may seek to resolve such
      dispute either (A) pursuant to the third party arbitration provisions
      set forth in Sections 5.2(g) through 5.2(j), in which event such
      provisions shall apply to such dispute or (B) in a court of competent
      jurisdiction pursuant to Section 10.13. In formulating appropriate
      remedies commensurate with the nature and extent of any such uncured
      breach, the arbitrator or the court shall take into account, in
      addition to all other pertinent factors, each party's inability to
      terminate this AGREEMENT for breach. The parties also agree that,
      subject to its equitable powers to decide otherwise, the arbitrator or
      the court shall award to the prevailing party in any litigation under
      this section the prevailing party's costs and reasonable attorneys'
      fees in pursuing the matter. Either party's failure to send a notice of
      breach or to pursue legal remedies available to it shall not constitute
      or be construed as a waiver or acquiescence, and each party expressly
      reserves the right to subsequently pursue such remedies for the same or
      any other breach, either of the same or different character. The
      provisions in this Section 9.l are in addition to the provisions in
      Section 5.2.

9.2   LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
      AGREEMENT, EXCEPT FOR THE REJECTION OF THIS AGREEMENT IN BANKRUPTCY (OR
      SIMILAR INSOLVENCY PROCEEDING), NEITHER PARTY SHALL BE LIABLE TO THE OTHER
      PARTY FOR LOST PROFIT, LOST REVENUE OR ANY OTHER FORM OF INDIRECT,
      INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF THAT PARTY
      HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       X.
                                 MISCELLANEOUS

10.1  CONFIDENTIALITY. Without the prior written approval of the non-disclosing
      party, neither party shall disclose, use or otherwise communicate to any
      third party any information regarding either the terms and provisions of
      this AGREEMENT or any other confidential materials, trade secrets and/or
      proprietary information delivered pursuant to the terms and provisions of
      this AGREEMENT except: (i) to the extent necessary to comply with a


                                       14
<Page>

      specific applicable law, regulatory oversight (such as the Federal Trade
      Commission or its agents or the Securities and Exchange Commission) or the
      valid order of a court of competent jurisdiction, PROVIDED THAT the party
      making the disclosure or communication shall notify the other party in
      writing and shall seek confidential and proprietary treatment of the
      information; (ii) as part of normal reporting or review procedure to
      either party's board of directors, parent company, auditors and attorneys,
      PROVIDED, HOWEVER, that such persons or entities agree to be bound by the
      provisions of this Paragraph; (iii) to enforce its rights legally under
      this AGREEMENT in a court of competent jurisdiction, PROVIDED THAT the
      party making the disclosure or communication shall notify the other party
      in writing and shall seek confidential and proprietary treatment of the
      information; (iv) with respect solely to disclosing this AGREEMENT to a
      potential sublicensee in connection with any sublicenses or proposed
      sublicenses, PROVIDED, HOWEVER, that such persons or entities agree to be
      bound by the provisions of this Paragraph; (v) with respect solely to
      disclosing this AGREEMENT to potential purchasers in connection with the
      sale of all or part of the applicable business of a party, PROVIDED,
      HOWEVER, that such persons or entities agree to be bound by the provisions
      of this Paragraph; (vi) with respect solely to disclosing this AGREEMENT
      with the United States Patent and Trademark Office (or any similar
      office), provided that the party making the disclosure or communication
      shall notify the other party in writing and shall seek confidential and
      proprietary treatment of the information; or (vii) such information is or
      becomes part of the public domain through disclosure other than by the
      disclosing party. For purposes of this Section 10.1, "confidential
      materials, trade secrets and/or proprietary information" shall mean all
      information that is not publicly known.

10.2  RELATIONSHIP OF THE PARTIES. Nothing in this AGREEMENT shall be construed
      to create or constitute a partnership, joint venture, or any other agency
      or employment relationship between the parties hereto. Neither party is
      authorized to enter into any agreement on behalf of, assume any obligation
      for, or otherwise bind the other party financially or otherwise; nor is
      either party responsible for the obligations of the other party, including
      but not limited to obligations to the other's own employees, their
      wage/salaries, benefits, vacation pay, and the like.

10.3  FORCE MAJEURE. In the event that either party hereto shall be prevented
      from the performance of any act required hereunder by reason of strikes,
      lock-outs, labor troubles, inability to procure materials, failure of
      power, restrictive governmental laws or regulations, riots, insurrection,
      war, acts of God, force of nature, or other reasons of a like nature not
      the fault of, or under the control of, the party delayed in performing
      work or doing acts required under the terms of this AGREEMENT, then
      performance of such act shall be excused for the periods of the delay and
      the period for the performance of any such act shall be extended for a
      period equivalent to the period of such delay, PROVIDED THAT the party
      delayed in performing promptly gives written notice to the other party of
      its ability to perform.

10.4  NO THIRD PARTY BENEFICIARIES. Except for PERSONS entitled to
      indemnification under Article VI hereof, this AGREEMENT is for the sole
      benefit of the parties hereto, and


                                       15
<Page>

      nothing herein express or implied shall give or be construed to give to
      any PERSON or entity, other than the parties hereto, any legal or
      equitable rights hereunder.

10.5  AMENDMENTS. No amendment to this AGREEMENT shall be effective unless in
      writing and signed by each party hereto.

10.6  WAIVER OF COMPLIANCE. Except as otherwise provided in this AGREEMENT, any
      failure of any of the parties to comply with any obligation, covenant,
      agreement or condition herein may be waived by the party entitled to the
      benefits thereof only by a written instrument signed by the party,
      granting such waiver, but such waiver or failure to insist upon strict
      compliance with such obligation, covenant, agreement or condition shall
      not operate as a waiver of, or estoppel with respect to, any subsequent or
      other failure. Any consent given by any party pursuant to this AGREEMENT
      shall be valid only if contained in a written consent signed by such
      party. The parties acknowledge that certain Contracts (as defined in the
      Asset Purchase Agreement) may include existing licenses of intellectual
      property. To the extent such Contracts are assigned to LICENSEE, LICENSEE
      shall enforce such Contracts in accordance with their terms and, to the
      extent such Contracts permit, in accordance with the terms of this
      Agreement. So long as LICENSEE is in compliance with the foregoing, TPC
      acknowledges that TPC's claims against LICENSEE for damages or
      indemnification arising from the acts or omissions of the sublicensees
      under such Contracts shall be limited to the rights of recovery of
      LICENSEE under such Contracts or applicable law.

10.7  COMMUNICATIONS BETWEEN PARTIES. All communications between the parties
      relating to any disputes under this AGREEMENT shall be through and to
      in-house and/or outside counsel only and such counsel shall only disclose
      such communications to the parties to the extent permissible under
      applicable antitrust laws.

10.8  NOTICES. All notices or other communications required or permitted to be
      given hereunder shall be in writing and shall be delivered by hand or sent
      by telecopy, or sent, postage prepaid, by registered, certified or express
      mail or reputable overnight courier service and shall be deemed given when
      delivered by hand or telecopied, three days after mailing (one (1)
      business day in the case of guaranteed overnight express mail or
      guaranteed overnight courier service), as follows (or at such other
      address or to such other fax for a party as shall be specified by like
      notice):

      If to TPC:

             General Counsel
             General Mills, Inc.
             Number One General Mills Boulevard
             Minneapolis, Minnesota 55426
             Fax: 763-764-3302


                                       16
<Page>

      If to LICENSEE:

             General Counsel
             International Multifoods Corporation
             110 Cheshire Lane, Suite 300
             Minnetonka, Minnesota 55305-1060
             Fax: 952-594-3367

10.9  INTERPRETATION. The headings contained in this AGREEMENT, in any Schedule
      hereto and in the table of contents to this AGREEMENT, are for reference
      purposes only and shall not affect in any way the meaning or
      interpretation of this AGREEMENT. The terms defined in the singular shall
      have a comparable meaning when used in the plural, and vice versa. This
      AGREEMENT shall be construed without regard to any presumption or rule
      requiring construction or interpretation against the party drafting or
      causing any instrument to be drafted. When a reference is made in this
      AGREEMENT to sections or schedules, such reference shall be to a section
      of or schedule to this AGREEMENT unless otherwise indicated. Whenever the
      words "include," "includes" or "including" are used in this AGREEMENT,
      they shall be deemed to be followed by the words "without limitation". The
      phrases "the date of this AGREEMENT," "the date hereof" and terms of
      similar import, unless the context otherwise requires, shall be deemed to
      refer to the date set forth in the first paragraph of Schedule 1 to this
      AGREEMENT. The words "hereof," "hereby," "herein," "hereunder" and similar
      terms in this AGREEMENT shall refer to this AGREEMENT as a whole and not
      to any particular Section or Article in which such words appear. All
      references to dollar amounts shall be deemed to be references to U.S.
      Dollars.

10.10 COUNTERPARTS. This AGREEMENT and any amendments hereto may be executed by
      facsimile and in one or more counterparts, all of which shall be
      considered one and the same agreement, and shall become effective when one
      or more such counterparts have been signed by each of the parties and
      delivered to the other party.

10.11 SEVERABILITY. If any provision of this AGREEMENT or the application of any
      such provision to any PERSON or circumstance shall be held invalid,
      illegal or unenforceable in any respect by a court of competent
      jurisdiction, such invalidity, illegality or unenforceability shall not
      affect any other provision hereof.

10.12 GOVERNING LAW. This AGREEMENT shall be governed by and construed in
      accordance with the laws of the State of Minnesota applicable to
      agreements made and to be performed entirely within such State, without
      regard to the choice of law principles of such State.

10.13 ACTIONS AND PROCEEDINGS. TPC and LICENSEE hereby irrevocably consent to
      the exclusive jurisdiction and venue of the Courts of the State of
      Minnesota and the United States District Court for the District of
      Minnesota, in connection with any action or proceeding arising out of or
      relating to this AGREEMENT or the transactions


                                       17
<Page>

      contemplated hereby. THE PARTIES WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL
      BY JURY.

10.14 SCHEDULES. All Schedules annexed hereto or referred to herein are hereby
      incorporated in and made a part of this AGREEMENT as if set forth in full
      herein.

10.15 SPECIFIC PERFORMANCE. LICENSEE and TPC hereby acknowledge, recognize and
      agree that irreparable injury may result to the non-breaching party and
      its business if the other party breaches any provision of this AGREEMENT
      such that money damages alone would not be sufficient remedy for any such
      breach. Each party hereto therefore agrees that if it should engage, or
      cause or permit any other PERSON to engage, in any act in violation of any
      provision hereof, the other party or parties shall be entitled, in
      addition to such other remedies, damages and relief as may be available
      under this AGREEMENT or applicable law, to an injunction prohibiting the
      breaching party from engaging in any such act or specifically enforcing
      this AGREEMENT, as the case may be.

10.16 ENTIRE AGREEMENT. Except to the extent otherwise contemplated herein, this
      AGREEMENT, together with the ASSET PURCHASE AGREEMENT (and any Collateral
      Agreements, as that term is defined in the ASSET PURCHASE AGREEMENT),
      contains the entire agreement and understanding between the parties hereto
      with respect to the subject matter hereof and, except to the extent
      specifically set forth herein, supersedes all prior agreements and
      understandings relating to such subject matter.

10.17 GUARANTY. GMI has made a Guaranty, dated as of the date hereof, with
      respect to TPC's obligations hereunder, for the benefit of LICENSEE.

10.18. SURVIVAL.  This AGREEMENT and the obligations and rights contained
       herein shall survive a bankruptcy insolvency, or reorganization
       pursuant to applicable bankruptcy laws or any change of control of TPC
       or GMI.


                                       18
<Page>

      IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
duly executed in the manner appropriate to each.

<Table>
<S>                                       <C>

                                          INTERNATIONAL MULTIFOODS
THE PILLSBURY COMPANY                     CORPORATION


By: /s/ Ernest M. Harper, Jr.             By: /s/ Gary E. Costley
    ------------------------------            ------------------------------
Title: Vice President                     Title: Chairman of the Board,
                                                 President & CEO

Date: November 13, 2001                   Date: November 13, 2001
</Table>


                                       19
<Page>

                      RETAIL TRADEMARK LICENSE AGREEMENT

                                   SCHEDULE 1


1.    EFFECTIVE DATE (Section 2.1):  November 13, 2001.

2.    TERM (Section 2.1):  twenty (20) years royalty-free; renewable on a
      royalty-free basis in accordance with Section 2.2 (except as set forth
      below for the SHORT-TERM TRADEMARKS (as defined below)).

3.    MARKS (Section 1.1):

-  PILLSBURY (including the Barrelhead logo reproduced below and the
   PILLSBURY marks and logos identified on Schedule 2).

   [PILLSBURY LOGO]

-  The word DOUGHBOY, the Doughboy character, the Doughboy marks identified
   on Schedule 2, and the Doughboy "giggle" (the "DOUGHBOY MARKS").

-  Any marks or trade dress (other than those marks set forth above)
   appearing on any Inventory or Other Business Inventory (in each case,
   including product packaging) (as these terms are defined in the ASSET
   PURCHASE AGREEMENT) (the "MARKED INVENTORY") which are not transferred to
   LICENSEE pursuant to the ASSET PURCHASE AGREEMENT (the "SHORT-TERM
   TRADEMARKS"); PROVIDED, HOWEVER, that with respect to the SHORT-TERM
   TRADEMARKS, (a) the license is non-exclusive, and (b) the scope of the
   license is limited to selling such MARKED INVENTORY for a period of not
   more than twenty-four (24) months without altering or modifying such
   MARKED INVENTORY, or removing such SHORT-TERM TRADEMARKS, and LICENSEE
   shall not use such SHORT-TERM TRADEMARKS in any other manner without the
   prior written consent of TPC.

-  The marks BALLARD, CREAMY SUPREME, FUNFETTI, FUNFISH FUNFETTI, CONFETTI
   FUNFETTI, FUNFETTI CAKE MIX, MOIST SUPREME, TUNNEL OF FUDGE, FUN
   CELEBRATIONS MADE EASY and TUNNEL OF LEMON, including any stylized or logo
   versions thereof (applicable only to portions of the LICENSED TERRITORY
   outside of the United States because in the United States these marks have
   been assigned to LICENSEE).

-  LICENSEE shall also have the non-exclusive right to use the mark BAKE-OFF
   in connection with its participation in TPC's consumer promotional
   "Bake-Off event"; such


                                       20
<Page>

   participation shall provide LICENSEE products with access (equal to the
   level of access historically provided to the PRODUCTS) to the Bake-Off
   event so long as TPC continues such Bake-Off event and LICENSEE pays for
   an allocable share of the cost to TPC to provide LICENSEE with such access
   to the extent that LICENSEE elects to participate in the event. LICENSEE's
   trade programs for the Bake-Off event and any other potentially
   competitively sensitive information shall not be disclosed to TPC but
   instead shall be sent directly to the retailer for incorporation into the
   Bake-Off event. All of the parties respective rights and obligations with
   regard to the provisions of this paragraph are set forth in greater detail
   in the attached Schedule 3.

4. ACQUIRED PRODUCT CATEGORIES (Section 1.1):

<Table>
<Caption>
           PILLSBURY/BARRELHEAD MARKS                            DOUGHBOY MARKS
           --------------------------                            --------------
<S>        <C>                                                   <C>
           A.  The general kind and type of food products and    A.      The general kind and type of food products
                baking accessories customarily sold in                   and baking accessories customarily sold in
                shelf-stable baking categories of retail                 shelf-stable baking categories of retail
                supermarkets as of the date of this Agreement            supermarkets as of the date of this Agreement
                (including innovations that result in such               (including innovations that result in such
                kind or type of products or accessories),                kind or type of products or accessories),
                regardless of where such products may in the             regardless of where such products may in the
                future be displayed, including without                   future be displayed, including without
                limitation:                                              limitation:

           - Cake mixes                                          - Cake mixes
           - Ready-to-spread frosting                            - Ready-to-spread frosting
           - Dry mix frosting                                    - Dry mix frosting
           - Brownie mixes                                       - Brownie mixes
           - Dessert bar mixes                                   - Dessert bar mixes
           - Muffin mixes                                        - Muffin mixes
           - Cookie mixes                                        - Cookie mixes
           - Quick bread mixes                                   - Quick bread mixes
           - Scone mixes                                         - Scone mixes
           - Popover mixes                                       - Popover mixes
           - Cornbread mixes                                     - Cornbread mixes
           - Yeast bread mixes                                   - Yeast bread mixes
           - Cake donut mixes                                    - Cake donut mixes
           - Biscuit mixes                                       - Biscuit mixes
           - Flour                                               - Flour
           - Gravy mixes*                                        - Gravy mixes
           - Hot roll mixes                                      - Hot roll mixes
           - Gingerbread mixes                                   - Gingerbread mixes
           - White bread machine mixes                           - White bread machine mixes
           - Wheat bread machine mixes                           - Wheat bread machine mixes
           - Other shelf-stable baking mixes                     - Other shelf-stable baking mixes
           - Cake decorations                                    - Cake decorations
</Table>


                                       21
<Page>

<Table>
<Caption>
           PILLSBURY/BARRELHEAD MARKS                            DOUGHBOY MARKS
           --------------------------                            --------------
<S>        <C>                                                   <C>
           - Food coloring                                       - Food coloring
           - Gelatin (flavored and unflavored)                   - Gelatin (flavored and unflavored)
           - Pudding mixes                                       - Pudding mixes
           - Cheesecake mixes                                    - Cheesecake mixes
           - Shelf-stable pie crusts                             - Shelf-stable pie crusts
           - Pie crust mixes                                     - Pie crust mixes
           - Sugar* (granulated, brown, powdered)                - Sugar (granulated, brown, powdered)
           - Sugar substitutes                                   - Sugar substitutes
           - Graham cracker crumbs                               - Baking soda
           - Baking soda                                         - Baking powder
           - Baking powder                                       - Corn starch
           - Corn starch                                         - Molasses
           - Molasses                                            - Corn syrup
           - Corn syrup                                          - Cocoa
           - Cocoa                                               - Graham cracker crumbs
           - Nuts                                                - Nuts
           - Almond paste/marzipan                               - Almond paste/marzipan
           - Salt                                                - Salt
           - Salt substitutes                                    - Salt substitutes
           - Pepper                                              - Pepper
           - Spices, herbs, seeds and flavorings (vanilla        - Spices, herbs, seeds and flavorings (vanilla
             extract, etc.)                                        extract, etc.)
           - Specialty grains (millet, cracked wheat, wheat      - Specialty grains (millet, cracked wheat, wheat
             bran, etc.)                                           bran, etc.)
           - Corn meal                                           - Corn meal
           - Grits                                               - Grits
           - Baking chips                                        - Baking chips
           - Baking chocolate                                    - Baking chocolate
           - Almond bark                                         - Almond bark
           - Yeast                                               - Yeast
           - Candied fruit                                       - Candied fruit
           - Dried fruit (prunes, raisins, etc.)                 - Dried fruit (prunes, raisins, etc.)
           - Canned pie filling                                  - Canned pie filling
           - Coconut (shredded or flaked)                        - Coconut (shredded or flaked)
           - Marshmallows                                        - Marshmallows
           - Powdered milk                                       - Powdered milk
           - Condensed/evaporated milk                           - Condensed/evaporated milk
           - Shortening and cooking sprays                       - Shortening and cooking sprays
           - Oils (olive, peanut, canola, etc.)                  - Oils (olive, peanut, canola, etc.)
           - Other shelf-stable ingredients used by consumers    - Other shelf-stable ingredients used by consumers
             for home baking of desserts & breads                  for home baking of desserts & breads
           - Disposable muffin/cupcake cup liners**              - Disposable muffin/cupcake cup liners**
           - Disposable bakeware (turkey roasting                - Disposable bakeware (turkey roasting pans, etc.)
</Table>


                                       22
<Page>

<Table>
<Caption>
           PILLSBURY/BARRELHEAD MARKS                            DOUGHBOY MARKS
           --------------------------                            --------------
<S>        <C>                                                   <C>
             pans, etc.)
           - Cakepans, cookie sheets,  muffin tins, and          - Cakepans, cookie sheets, muffin tins, and utensils
             utensils used for home baking**                       used for home baking**
           - Parchment paper for baking                          - Parchment paper for baking

           B.  Other:                                            Acquired Product Categories Exclusion:
           ----------                                            --------------------------------------
           - Shelf-stable potatoes                                It being understood and agreed that products
           - Farmhouse-Registered Trademark- brand                that contain dough and baked goods that are ready-to-eat
             shelf-stable rice and pasta side dish kits           are excluded.
           - Pancake and waffle mixes
           - Pancake and waffle syrup

           Acquired Product Categories Exclusion:
           --------------------------------------
           It being understood and agreed that products
           that contain dough and baked goods that are
           ready-to-eat are excluded.

</Table>

* Items are currently exclusively licensed to a third party; for such items,
TPC shall not renew or extend any license relating to such goods unless TPC
is contractually obligated to do so, and TPC shall give notice to terminate
if required, and rights to such items shall automatically be granted to
LICENSEE pursuant to the terms hereof upon expiration or termination of such
third party license. All existing royalty streams for these items will be
assigned to LICENSEE.

** Items are currently non-exclusively licensed to a third party; for such
items, TPC will not renew or extend any license relating to such goods unless
TPC is contractually obligated to do so, and TPC shall give notice to
terminate if required, and LICENSEE will receive an immediate non-exclusive
license to such items which will automatically convert to an exclusive
license pursuant to the terms hereof upon expiration or termination of such
third party licenses. All existing royalty streams for these items will be
assigned to LICENSEE.

5.    CHANNELS OF DISTRIBUTION (Section 1.1):

   -  Exclusive rights for sale to customers reselling (directly or
      indirectly) to consumers through all types of retail stores (including
      mass merchandisers and club stores), and including internet sales. For
      purposes hereof, "internet sales" means sales which take place, in
      whole or in part, through a consumer's use of an existing or future
      electronic communications network (E.G., the internet, online services,
      personal digital assistants, telephone shopping, cellular phones) which
      does not require the consumer to be physically present in a
      brick-and-mortar retail location.

   -  All foodservice channels excluded.


6.    LICENSED TERRITORY (Section 1.1):  The United States of America,
      including its territories, possessions, commonwealths (including Puerto
      Rico), trusteeships, and retail


                                       23
<Page>

      outlets in non-domestic United States government installations and
      facilities, PROVIDED THAT to the extent that LICENSEE sells (directly
      or indirectly) to U.S.-based retailers (including mass merchandisers
      and club store customers) who as of the EFFECTIVE DATE or thereafter
      have stores in Mexico or Canada, LICENSEE may grant to such retailers
      the non-exclusive right to ship BRANDED PRODUCTS to such stores and to
      sell such BRANDED PRODUCTS in such stores located in Mexico and Canada.
      To the extent that LICENSEE grants such rights to such retailers,
      LICENSEE also shall have the non-exclusive right to ship BRANDED
      PRODUCTS directly or indirectly to such stores.  If recordation of a
      trademark license agreement, registered user agreement, or similar
      agreement in the United States, Mexico or Canada is required or deemed
      advisable for the protection of the PROPERTY in the United States,
      Mexico or Canada, the parties agree to execute an appropriate short
      form agreement for such purposes.

            For the sole purpose of manufacturing and packaging PRODUCTS for
      sales within the LICENSED TERRITORY set forth above in this Section 6
      (together with "creating" promotional and marketing materials related
      thereto), the LICENSED TERRITORY shall also include Canada.


                                       24
<Page>






                       RETAIL TRADEMARK LICENSE AGREEMENT

                                   SCHEDULE 2

                 LIST OF REGISTRATIONS FOR MARKS COVERING GOODS
                     INCLUDED IN THE DEFINITION OF PRODUCTS

<Table>
<S>                            <C>         <C>     <C>          <C>         <C>


          TRADEMARK              STATUS    JURIS.  REG/APP       REG/APP                      GOODS
                                                      NO.         Date
PILLSBURY                      Registered    US       698,691   31-May-60   Wheat flour; refrigerated doughs for the
                                                                            making of biscuits, rolls, cookies and the
                                                                            like; prepared mixtures for the making of
                                                                            cakes, cookies, brownies, gingerbread, pie
                                                                            crust, rolls, frosting, pancakes, waffles
                                                                            and the like
PILLSBURY                      Registered    CA        49,964   18-Nov-54   Cake mixes, hot roll mixes, pancake mixes,
                                                                            pie crust mixes and gingerbread mixes
PILLSBURY                      Application   CA       893,740   19-Oct-98   Flour
PILLSBURY                      Registered    MX       325,402   27-May-87   All kinds of food products and the
                                                                            ingredients therefor, including flour,
                                                                            prepared mixtures for making cakes,
                                                                            frosting, cookies, crackers, bread, pie
                                                                            crust, pancakes; refrigerated doughs for
                                                                            making rolls
PILLSBURY (stylized)           Registered    US        45,179   8-Aug-05    Flour made from wheat
PILLSBURY (design)             Registered    US     1,308,199   4-Dec-84    Dried beans, dried peas, processed
                                                                            lentils, rice and pearl barley, and
                                                                            unpopped popcorn
PILLSBURY (design)             Registered    US     1,045,679   10-Aug-76   Packaged mixes for potatoes; fortified and
                                                                            flavored instant food beverage;
                                                                            refrigerated dough products, namely fresh
                                                                            dough, biscuits, sweet rolls, cornbread,
                                                                            cookies and turnover pies; packaged mixes
                                                                            for preparing cake, frosting, pancakes,
                                                                            waffles, pie crust, coffee cake,
                                                                            gingerbread, cupcakes, brownies,


                                       25
<Page>

                                                                            breads, rolls and gravy
PILLSBURY (design)             Registered    US     1,333,501   30-Apr-85   Flour and flour-based mixes made from
                                                                            cereal grains or blends thereof
PILLSBURY (design)             Registered    CA       211,577   16-Jan-76   Cake and dessert mixes; frozen and/or
                                                                            refrigerated dough products; cake
                                                                            decorating kit including instruction
                                                                            booklet, decorating tools, and icing
                                                                            colours; dietetic foods, namely
                                                                            nutritionally balanced food sticks and
                                                                            diet meal bars; fruit preserves, packaged
                                                                            mixes for potatoes, fortified and flavored
                                                                            instant food beverage, processed
                                                                            (breakfast cereal), frosting, pancakes,
                                                                            waffles, pie crust, coffee cake,
                                                                            gingerbread, cupcakes, brownies, breads,
                                                                            rolls, gravy powders for preparing soft
                                                                            drinks; synthetic sweeteners
PILLSBURY (design)             Registered    MX       390,551   19-Feb-91   Goods and ingredients of food including
                                                                            flour; prepared mixtures for making cakes,
                                                                            frosting, cookies, crackers, bread, pie
                                                                            crust and pancakes; refrigerated dough for
                                                                            making rolls, biscuits, cookies, etc.
PILLSBURY and Dotted Swiss     Registered    US     1,663,023   29-Oct-91   Complete line of dessert mixes, namely
(design)                                                                    cake mix, quick bread mix, brownie mix,
                                                                            hot rolls mix, pie crust mix and canned
                                                                            frosting
PILLSBURY'S                    Registered    US       382,934   19-Nov-40   Flour made from wheat
PILLSBURY'S                    Registered    US       441,193   2-Nov-48    Wheat flours, namely enriched phosphated
                                                                            flour and enriched self-rising flour
PILLSBURY(`S) (stylized)       Registered    US       563,259   26-Aug-52   Wheat flour, farina, rye flour; prepared
                                                                            mixtures of flour with other ingredients
                                                                            for the making of cakes and other leavened
                                                                            and unleavened baked goods
PILLSBURY'S (and design)       Registered    US        45,182   8-Aug-05    Flour made from wheat
PILLSBURY'S BEST (and design)  Registered    US        45,180   8-Aug-05    Flour made from wheat

                                       26
<Page>

PILLSBURY BEST (wheat design)  Registered    US     1,818,089   25-Jan-94   Flour
PILLSBURY'S BEST (stylized)    Registered    US       552,213   18-Dec-51   Wheat flour
PILLSBURY'S BEST XXXX (and     Registered    US       382,933   19-Nov-40   Flour made from wheat
design)
PILLSBURY'S BEST XXXX          Registered    US       551,940   11-Dec-51   Wheat flour
(stylized)
PILLSBURY'S BEST XXXX FLOUR    Registered    US       385,055   11-Feb-41   Flour made from wheat, self-rising flour
PILLSBURY'S REY DEL NORTE      Registered    US       216,568   17-Aug-26   Flour made from wheat
(and design)
DOUGHBOY                        Published    US    78/018,403   26-Jul-00   Baking mix for cake
DOUGHBOY (design - pos.1)      Registered    US     1,669,633   24-Dec-91   Dry mixes, namely cake mix, brownie mix,
                                                                            gingerbread mix, pie crust mix, hot roll
                                                                            mix, quick bread mix and canned frosting
DOUGHBOY (design - pos.1)      Registered    US     1,830,866   12-Apr-94   Ready-to-eat bakery goods
DOUGHBOY (design - pos.2)      Registered    US     1,671,946   14-Jan-92   Dry mixes, namely cake mix, brownie mix,
                                                                            gingerbread mix, pie crust mix, hot roll
                                                                            mix, quick bread mix and canned frosting
DOUGHBOY (design - pos.4)      Registered    US     1,671,945   14-Jan-92   Dry mixes, namely cake mix, brownie mix,
                                                                            gingerbread mix, pie crust mix, hot roll
                                                                            mix, quick bread mix and canned frosting
DOUGHBOY (design - pos.5)      Registered    US     1,671,944   14-Jan-92   Dry mixes, namely cake mix, brownie mix,
                                                                            gingerbread mix, pie crust mix, hot roll
                                                                            mix, quick bread mix and canned frosting
DOUGHBOY (design - pos.7)      Registered    US     1,073,723   20-Sep-77   Wheat flour; mixes for preparing sweet
                                                                            bread, pie crust, cakes, frosting,
                                                                            gingerbread and coffee cake
DOUGHBOY (design - pos.14)     Registered    US     2,404,844   14-Nov-00   Dry baking mixes and refrigerated dough
DOUGHBOY (design - pos.1)      Registered    MX       426,995   2-Dec-92    Coffee, tea, cocoa, sugar, rice, tapioca,
                                                                            sago, coffee, substitutes, flour and meals
                                                                            and cereal preparations,

                                       27
<Page>

                                                                            bread, pastry and confections, edible ices,
                                                                            honey, molasses syrup, yeasts and baking
                                                                            powders, salt, mustard, vinegar, sauces
                                                                            (except salad dressings), etc.

DOUGHBOY (design - pos.2)      Registered    MX       426,912   1-Dec-92    Coffee, tea, cocoa, sugar, rice, tapioca,
                                                                            sago, coffee, substitutes, flour and meals
                                                                            and cereal preparations, bread, pastry and
                                                                            confections, edible ices, honey, molasses
                                                                            syrup, yeasts and baking powders, salt,
                                                                            mustard, vinegar, sauces (except salad
                                                                            dressings), etc.
DOUGHBOY (design - pos.4)      Registered    MX       426,911   1-Dec-92    Coffee, tea, cocoa, sugar, rice, tapioca,
                                                                            sago, coffee, substitutes, flour and meals
                                                                            and cereal preparations, bread, pastry and
                                                                            confections, edible ices, honey, molasses
                                                                            syrup, yeasts and baking powders, salt,
                                                                            mustard, vinegar, sauces (except salad
                                                                            dressings), etc.
DOUGHBOY (design - pos.5)      Registered    MX       426,910   1-Dec-92    Coffee, tea, cocoa, sugar, rice, tapioca,
                                                                            sago, coffee, substitutes, flour and meals
                                                                            and cereal preparations, bread, pastry and
                                                                            confections, edible ices, honey, molasses
                                                                            syrup, yeasts and baking powders, salt,
                                                                            mustard, vinegar, sauces (except salad
                                                                            dressings), etc.
DOUGHBOY (design - pos.9)      Registered    MX       356,036   29-Nov-88   Refrigerated dough products, namely dough
                                                                            for making brownies, cookies and fruit
                                                                            turnovers, and in general all kinds of
                                                                            foods products and the ingredients therefor
DOUGHBOY POINTS                 Published    US    75/887,236   4-Jan-00    Pastries, namely, frozen pastries, frozen
                                                                            breakfast pastries, pastry filled with
                                                                            eggs and meat and/or cheese, puff pastry
                                                                            with fruit and other flavor fillings,
                                                                            pastry products with fruit fillings;
                                                                            waffles, namely, frozen waffles; mixes for
                                                                            making bakery

                                      28

<Page>

                                                                            goods, namely, flour-based mixes for making
                                                                            bakery goods, cake mixes, brownie mixes,
                                                                            gingerbread mixes, hot roll and quick bread
                                                                            mixes; pies, namely, pie crusts; frostings,
                                                                            namely prepared frostings; bakery goods and
                                                                            frozen confections; dough, namely refrigerated
                                                                            and frozen dough; bread, buns and rolls
DOUGHBOY DIPPERS               Application   US    78/012,693   14-Jun-00   Food products

</Table>

* Key for "Juris." column:
      US - United States
      CA - Canada
      MX - Mexico


For the avoidance of doubt, the parties acknowledge that some of the above
registrations also cover some goods that are NOT included in the definition of
PRODUCTS, and nothing in this schedule shall be interpreted to modify or broaden
the definition of PRODUCTS or the scope of the license granted in this
AGREEMENT.


                                       29
<Page>



                       RETAIL TRADEMARK LICENSE AGREEMENT

                                   SCHEDULE 3

                            BAKE-OFF PROMOTION TERMS


1.    BAKE-OFF PROMOTION

      LICENSEE may participate in any promotional event executed by TPC using
      the term BAKE-OFF and the Pillsbury trademark involving a recipe contest
      using a given set of TPC products (the "Promotion"), subject to the terms
      and conditions set forth in this Schedule 3 and consistent with the terms
      and conditions of this AGREEMENT. For purposes of this Schedule 3,
      references to LICENSEE shall be deemed to include LICENSEE's AFFILIATES.

2.    PARTICIPATION IN THE PROMOTION

      TPC shall provide written notice to LICENSEE of its intention to execute
      each Promotion, together with a detailed description of all material
      aspects of such Promotion and statement of the cost to LICENSEE for each
      LICENSEE PRODUCT incorporated into such Promotion. Cost shall be allocated
      (the "ALLOCATED COST") based upon the relative number of TPC and LICENSEE
      PRODUCTS incorporated into such Promotion to the extent that LICENSEE
      elects to participate and TPC shall provide a good-faith estimate (the
      "COSTS ESTIMATE") of the timing and amount of such costs. LICENSEE shall
      have thirty (30) days to provide TPC, in writing, notice of its decision
      to participate in such Promotion, together with a listing of the LICENSEE
      PRODUCTS to be included in the Promotion and a check payable to TPC in the
      amount required by the TPC notice. In connection with the foregoing
      sentence, LICENSEE shall only be required to pay TPC in the amounts and at
      the times consistent with the COSTS ESTIMATE. TPC and LICENSEE shall act
      promptly and in good faith to "true-up" such amounts, so that, to the
      extent LICENSEE pays TPC more than the ALLOCATED COST, TPC will pay
      LICENSEE the amount of any such excess and to the extent LICENSEE pays TPC
      less than the ALLOCATED COST, LICENSEE will pay TPC the amount of any such
      deficit. The number of LICENSEE PRODUCTS listed shall not exceed a number
      which is generally consistent with the average number of such LICENSEE
      PRODUCTS included in Promotions in the last five (5) years when such
      products were part of the TPC portfolio of PRODUCTS. TPC shall be
      responsible for development and distribution of all consumer materials in
      connection with the Promotion, which materials shall (a) incorporate the
      LICENSEE PRODUCTS identified in the LICENSEE notice of participation and
      shall do so in a manner consistent with such LICENSEE PRODUCTS'
      incorporation into such materials when they were part of the TPC portfolio
      of PRODUCTS and (b) be subject to the prior consent of LICENSEE (which
      consent is not to be unreasonably withheld or delayed) to the extent such
      materials relate to the LICENSEE PRODUCTS. The consumer materials shall
      comply in all respects with the terms and conditions of this AGREEMENT.
      All consumer entries relating to the LICENSEE PRODUCTS shall be forwarded
      to LICENSEE for handling and response consistent with the Promotion rules
      provided to the consumer.


                                       30
<Page>

3.    TRADE MATERIALS

      Each party will develop, at its own expense, its trade materials used in
      connection with each Promotion. LICENSEE shall send its trade materials
      directly to retailers, as appropriate, without prior review by TPC, but
      such trade materials shall comply in all respects with the terms and
      conditions of this AGREEMENT.

4.    COVENANTS AND USE OF TRADEMARKS

      For purposes of LICENSEE's participation in each Promotion, the BAKE-OFF
      trademark (including all logos or stylized versions) shall be included in
      the PROPERTY licensed to LICENSEE under this AGREEMENT. For purposes of
      being included in each Promotion, LICENSEE grants to TPC a royalty-free,
      non-exclusive license to use and display such marks of LICENSEE as
      LICENSEE may designate, such use to be limited solely to the Promotion
      contemplated hereby and any advertising or other promotional activities
      relating thereto and shall comply in all respects with the terms and
      conditions of this AGREEMENT. The parties acknowledge that every use of
      the other party's trademarks shall inure to the benefit of the other party
      and that the provisions of this paragraph do not convey to a party any
      right, title or ownership interest in the other party's trademarks.

5.    REPRESENTATIONS AND WARRANTIES

      Each party represents and warrants that its products, services and
      performance in connection with each Promotion shall comply with all
      applicable federal, state, and local laws and regulations.

6.    All activities of the parties in connection with each Promotion shall be
      governed by the terms and conditions of this AGREEMENT, including the
      handling of consumer inquiries and complaints and the parties' respective
      obligations of indemnification.


                                       31