EXHIBIT 10.35

                                LICENSE AGREEMENT

THIS AGREEMENT is entered into as of July 19, 2000  (hereinafter  the "Effective
Date"),

BETWEEN:

M.J. QUINLAN & ASSOCIATES PTY. LIMITED, a company incorporated under the laws of
New South Wales,  (hereinafter  called  "Quinlan"),  its registered office is at
28/8-12 Waratah Street, Cronulla, N.S.W., 2230, Sydney, Australia.

AND

POORE  BROTHERS,  INC.,  a Delaware  corporation,  with its  principal  place of
business at 3500 S. La Cometa Drive,  Goodyear,  AZ 85338,  U.S.A., on behalf of
itself and all existing and hereafter acquired or created  subsidiaries or other
business  entities  directly or indirectly  controlled by Poore Brothers,  Inc.,
(hereinafter collectively referred to as "Poore Brothers" or the "Licensee").

                                    PREAMBLE

WHEREAS:

A.   Quinlan has been,  is and will be engaged in the  business of research  and
     development to manufacture,  process and package 3-dimensional hollow fried
     snack  food  products   (hereinafter  the  "Product"),   including  without
     limitation a kangaroo-shaped  Product. In conducting its business,  Quinlan
     has and will acquire technical experience,  know-how, skill and specialized
     knowledge and information, and has developed and acquired, and will develop
     and  acquire  production   methods,   computer  programs,   specifications,
     formulae,  recipes, ideas, inventions,  designs and improvements thereto in
     connection  with the  manufacturing,  processing  and packaging the Product
     (hereinafter "Know-How"),  including without limitation the kangaroo-shaped
     Product.

B.   Quinlan is, and will become,  the owner of patent rights (including without
     limitation  U.S.  Letter  Patent  No.  5,268,187),   design  patent  rights
     (including   without  limitation  U.S.  Design  Patent  Nos.  D343,495  and
     D371,671),  copyrights,  trademark rights (including without limitation for
     "Jumpy's" if granted) and trade secret rights and  improvements  thereto in
     relation  to the  Product  and to the  Know-How  (hereinafter  collectively
     referred to as the "Intellectual Property").

C.   Poore  Brothers  wishes  to  obtain  a  license  from  Quinlan  to use  the
     Intellectual Property and other intangible rights pertaining to the Product
     and the Know-How  pertaining to the manufacturing,  processing,  packaging,
     marketing and promoting of the Product.

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[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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D.   Poore  Brothers  is  engaged  in the  manufacture  and  marketing  of  food
     products,   in  particular  snack  foods,  and  has  technical  experience,
     know-how, skill and specialised knowledge, information, production methods,
     specifications,  formulae,  recipes and designs,  in particular but without
     limitation relative to the manufacture of Sheeted 2-D snack foods products,
     some of which is in  common  with the  Know-How  utilised  to  manufacture,
     process or package the Product.

IT IS HEREBY AGREED AS FOLLOWS:

                                   ARTICLE (1)

Paragraphs A through D of the above Preamble are parts of this Agreement and are
meant to be  enforceable  and to create  rights and duties to the same extent as
any and all other provisions of this Agreement.


                                   ARTICLE (2)

                                     RIGHTS

1.   Quinlan  hereby grants to Poore  Brothers an exclusive  license  (except as
     provided in Paragraph 3 immediately below) to use all Intellectual Property
     and Know-How to manufacture, process, package, market, promote and sell the
     Product in the United States of America including its territories, military
     bases and  facilities  and the  Commonwealth  of Puerto  Rico  (hereinafter
     collectively   the   "Territory")   and  to  sublicense  third  parties  to
     manufacture, process, package, market, promote, and sell the Product in the
     Territory.

2.   For as long as this Agreement is in effect,  Quinlan will not,  directly or
     indirectly,  grant a right to use the Intellectual Property or the Know-How
     to any other third party to manufacture,  process, package, market, promote
     or sell  Product  within the  Territory  and will not  itself  manufacture,
     process, package, market, promote or sell Product in the Territory.

3.   The Licensee  agrees that it is not granted under this Agreement any rights
     to manufacture for sale to third parties, the specialized patented sheeting
     equipment claimed in US Letter Patent  5,268,187,  the rights to which have
     been licensed to Heat and Control Pty. Ltd. of San Francisco, California.

4.   To effect the transfer in useable  form of the  Know-How  and  Intellectual
     Property from Quinlan to Poore  Brothers,  Quinlan shall  disclose to Poore
     Brothers,  as soon as reasonably  practicable  after the Effective  Date of
     this  Agreement  but in no event  later  than  thirty  (30) days  after the
     effective date of this Agreement, all Know-How and Intellectual Property in

                                     - 2 -

[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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     tangible form as would be reasonably  necessary for a person skilled in the
     snack food business to be able to manufacture,  process,  package,  market,
     promote and sell 3-dimensional hollow fried snack food products.

5.   Any  modification or improvement by Quinlan to the Know-How or Intellectual
     Property made before the termination of this Agreement shall be included in
     the  license  to Poore  Brothers  without  additional  charge or fee due to
     Quinlan.  Any modification or improvement by Poore Brothers to the Know-How
     or Intellectual  Property,  including  without  limitation any intellectual
     property  rights to such  modification  or  improvement,  shall be owned by
     Poore Brothers. However, the use by Poore Brothers of any such modification
     or improvement shall not be used to reduce the Licensee's obligations under
     this Agreement to pay the fees and royalties as specified in Article 4.

6.   Poore Brothers  shall use reasonable  commercial  effort,  consistent  with
     Poore  Brothers'  business plans, to promote the sale of the Product in the
     Territory.  Nothing in this  Agreement or  otherwise  shall  prevent  Poore
     Brothers from manufacturing, processing, packaging, marketing, promoting or
     selling, for itself or any third party, anywhere in the world including the
     Territory,  any snack food  product  other than the  Product,  even if such
     snack food  product  competes  directly  with the Product.  However,  Poore
     Brothers shall not sell the Product  outside the Territory or to any person
     or entity that Poore  Brothers  knows to have the intention of reselling or
     otherwise  distributing  the  Product  outside  the  Territory  without the
     express prior written permission of Quinlan.

                                   ARTICLE (3)

                               TECHNICAL SERVICES

To assist the Licensee, Quinlan will:

1.   Provide the Licensee with written  specifications for process machinery and
     will give the Licensee names and contact details of U.S.A.  based equipment
     manufacturers and suppliers.

2.   Where practicable,  advise on the modification,  adaptation and suitability
     of Licensee's  existing  plants and equipment to  manufacture,  process and
     package the Product.

3.   Provide  the  Licensee  in writing  with raw  material  specifications  and
     suitable U.S.A. based suppliers.

4.   If requested by the Licensee and giving Quinlan reasonable  notice,  attend
     production  trials  and  start  up of  production  of  the  Product  in the
     Licensee's Bluffton Plant subject to agreement by the Licensee to reimburse
     Quinlan's  actual and  reasonable  costs and  expenses  in relation to this
     attendance.  The length of Quinlan's attendance and of Poore Brothers' duty
     to reimburse  Quinlan's  actual and  reasonable  costs and expenses will be
     mutually agreed in writing by Poore Brothers and Quinlan.

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[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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5.   Promptly  inform  and  disclose  in  tangible  form  to  the  Licensee  all
     improvements,   additions,  alterations  and  modifications  which  it  may
     develop,  learn or  discover  from  time to time  related  to the  Product,
     Know-How and  Intellectual  Property without payment by the Licensee of any
     further charges, fees or royalties.

6.   The Licensee  shall provide  Quinlan with samples of the Product  including
     the packaging from time to time upon written  request for quality  analysis
     and guidance in technical  and  marketing  matters,  but no more often than
     once in any three (3) month period.

                                   ARTICLE (4)

                               FEES AND ROYALTIES

1.   In  consideration  of the obligations and services  provided by Quinlan and
     the  rights  granted  to the  Licensee  according  to  the  terms  of  this
     Agreement, the Licensee shall pay to Quinlan fees and royalties as follows:

     A.   Except as  otherwise  provided in  paragraph 4 of Article 8, a royalty
          calculated  as [*] of the  Licensee's  Net  Sales  of the  Product  to
          wholesalers,  distributors or retailers (collectively "Trade"). In the
          case  that  the  Licensee  sells  to  an  intermediate   marketing  or
          distribution  company or the like wholly or partly owned or controlled
          by the Licensee, then the royalty shall be calculated based on the Net
          Sales of such company of the Product to the Trade.

     B.   "Net Sales" shall mean [*].

     C.   Quinlan  will be paid a technical  fee of [*] per day (in  addition to
          actual and  reasonable  related  costs and  expenses) for services and
          attendance  at  production  trials and start-up of  production  of the
          Product  as  provided  under  Article 3,  paragraph  4.  However,  any
          payments  of daily fees by  Licensee  shall be  credited  against  any
          royalties payable to Quinlan in the first full year after commencement
          of sales of Product.

2.   The royalty  fees shall be  calculated,  due and payable  quarterly  (every
     three (3) months). Payments shall be made within thirty (30) days after the
     end of each calendar quarter.

3.   If any sum payable  pursuant to this Agreement  shall not have been paid to
     Quinlan  by the due date,  and unless the delay is due to or is a result of
     causes or reasons  beyond the Licensee's  control or command,  the Licensee
     shall  (without  any  prejudice to any other claims or remedies of Quinlan)
     pay interest  thereon to Quinlan at a per annum rate two percent (2%) above
     the prime  lending rate of Wells Fargo Bank,  N.A.,  then  prevailing.  The
     interest is payable in respect of the period  commencing on the due date of
     the  payment  and  ending on the actual  date of payment at the  prevailing

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[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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     rates over this  period.  Any  exchange  rate loss  suffered  by Quinlan in
     Australian dollars as a result of the payment of royalties by Licensee more
     than sixty days  after the due date for such  payment,  will be paid by the
     Licensee  unless  the delay is due to or is the result of causes or reasons
     beyond the Licensee's control or command.

4.   Payments by  Licensee  hereunder  shall be made by wire  transfer to a bank
     account  specified  in writing by Quinlan to Licensee at least  thirty (30)
     days before the due date of payment.

                                   ARTICLE (5)

                                     RECORDS

The  Licensee  shall keep  accounts and provide  Quinlan with a sales  statement
within thirty (30) days from the end of each calendar quarter (three (3) months)
which statement shall indicate the information necessary to show how the royalty
for such calendar quarter was calculated.  Quinlan shall be entitled to have the
accounts of the  Licensee  with  respect of the Product  examined by a certified
public  accountant  acceptable to Poore Brothers  during Poore  Brothers  normal
business  hours or at such other  time  agreed to by the  parties  and in such a
manner so as not to adversely  effect the conduct of Poore  Brothers'  business.
The cost of the examination by the accountant will be paid by Quinlan unless the
royalties paid by the Licensee are found to be more than 5% less than the amount
due  pursuant  to the  terms  of this  Agreement.  But in no event  shall  Poore
Brothers be  obligated to pay any cost of such an  examination  in excess of the
royalty amount found not to have been paid. If any such  examination  finds that
Poore  Brothers paid more  royalties  than were due,  Poore Brothers shall get a
credit against future royalty  payments in the amount of such  overpayment  less
the cost of the examination,  which examination cost shall not exceed the credit
for  overpayment  of  royalties.  Quinlan  shall not have the right to demand an
examination of Poore Brothers'  accounts more than once in any twelve (12) month
period.

                                   ARTICLE (6)

                 INTELLECTUAL PROPERTY RIGHTS & CONFIDENTIALITY

1.   The  Know-How  and  Intellectual  Property  together  with  all  subsequent
     improvements  thereto made by Quinlan and  licensed to the  Licensee  shall
     remain  the  property  of  Quinlan at all times and may only be used by the
     Licensee  in  accordance  with the terms of this  Agreement  and all rights
     thereto  revert to  Quinlan on  expiration  or lawful  termination  of this
     Agreement.

2.   For the period set forth in Article (6), paragraph 5 below in so far as the
     Know-How  and any  Licensor  trade  secrets  are not  publicly  known,  the
     Licensee  will  not,   without  prior  written   agreement   from  Quinlan,
     intentionally  divulge the  Know-How,  trade secrets or any part of it than

                                     - 5 -

[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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     any third party or any of its related or associated  companies  outside the
     Territory  other than its agents or  representative  who may have a need to
     know such information.  Before disclosing any part of the Know-How or trade
     secrets  to its  agents or  representatives,  the  Licensee  will  obtain a
     binding  Confidential  and Non  Disclosure  Agreement,  in the same form as
     Exhibit A attached hereto, signed by such agents or representatives.

3.   Notwithstanding  the  foregoing,  the  Licensee  shall  not  be  liable  or
     responsible for the disclosure of Know-How that:

     A.   Is or  becomes  known  to the  public  other  than  by  breach  of any
          non-disclosure obligation of the Licensee;

     B.   Is rightfully received by the Licensee from a third party;

     C.   Is demonstrated  by the Licensee to have been developed  independently
          of any Know-How furnished or disclosed by Quinlan;

     D.   Can be  demonstrated  to have been  legally in the  possession  of and
          known to the Licensee prior to March 24, 1999;

     E.   Has been disclosed by Quinlan to a third party without restrictions on
          disclosure; or

     F.   Is disclosed by the Licensee pursuant to an order or demand by a court
          or other governmental authority.

4.   For the purpose of this Agreement, the Know-How or any part of the Know-How
     which is specific as to Quinlan's  products,  processes and equipment shall
     not be deemed to be within  the  public  domain  merely  because  it may be
     embraced by more general published or available  information.  In addition,
     any  combination  of  features  shall not be deemed to be within the public
     domain merely because individual  features are published or available,  but
     only if the combination itself and its principle of operation are published
     or available.

5.   The Licensee's  obligation  with respect to  confidentiality  shall endure,
     subject  to the  provisions  of  Article 6,  paragraph  3, as a  continuing
     undertaking  for a minimum period of ten (10) years from the Effective Date
     and  thereafter  for any remaining term of this Agreement and for three (3)
     years  thereafter  subject only to such general or limited  written release
     that Quinlan may in its absolute discretion and from time to time give.

6.   The  provisions  of this Article 6 regarding  confidentiality  of Quinlan's
     Know-How and trade secrets shall  supercede and replace those  contained in
     the Confidentiality  Agreement of March 24, 1999, between Quinlan and Poore
     Brothers,  and that  Confidentiality  Agreement shall have no further force
     and effect on the parties after the Effective Date.

                                     - 6 -

[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
                                   ARTICLE (7)

                           TRADE MARKS AND BRAND NAMES

1.   Quinlan  will  file an  application  with the  U.S.  Trademark  Office  for
     registration  of the  marks  "Jumpy's"  kangaroo  snack  food  shape  and a
     graphical  kangaroo design for snack foods. Poore Brothers will incorporate
     the graphical  kangaroo  design on the  packaging  for any  kangaroo-shaped
     Product.  The cost of such application and its prosecution through the U.S.
     Trademark Office will be paid exclusively by Quinlan.

2.   The  packaging  for  any  Product  shall   indicate  that  the  Product  is
     manufactured  and  marketed  under a  license  from  Quinlan  and will note
     Quinlan's Patent and/or Trade Mark rights as required by U.S. law.

3.   The Licensee may create, register in its name and use any brand name of its
     choosing  under  which the  Product is to be  marketed  and sold;  provided
     however,  that on the expiration or lawful  termination of this  Agreement,
     the Licensee will within 120 days discontinue the use of this brand name in
     respect of marketing, promoting and selling the Product.

                                   ARTICLE (8)

                                    WARRANTY

1.   Quinlan  warrants  in good faith that the  Know-How  to be  supplied to the
     Licensee  hereunder  will enable the Licensee to  manufacture,  process and
     package  the Product at a cost that will  permit  Poore  Brothers to earn a
     reasonable profit as is customary in the trade.

2.   Quinlan  agrees to indemnify and hold harmless the Licensee  (including its
     officers,  directors,  employees  and agents)  from and against any claims,
     actions or demands alleging that the Product (except any developed  without
     Quinlan's  involvement),  Know-How or  Intellectual  Property  infringe any
     intellectual  property right of any third party; provided that the Licensee
     shall  promptly  notify  Quinlan in writing  of any such  claim,  action or
     demand,  that  Quinlan  shall  have  full  responsibility  to  control  the
     settlement or litigation of any such claims,  actions or demands,  and that
     Licensee shall reasonably cooperate with Quinlan in the defense of any such
     claims, actions or demands;  provided further that Quinlan shall not settle
     any such claim, action or demand on terms that would materially limit Poore
     Brothers'  rights or  ability to  manufacture,  process,  package,  market,
     promote or sell the Product or any other snack food  product and to exploit
     and use without  limitation the Intellectual  Property and Know-How without
     Poore  Brothers'  prior  written  consent,  obtained by Quinlan  after full
     disclosure of all relevant facts to Poore Brothers. Quinlan shall reimburse

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[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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     Poore  Brothers'   reasonable  costs  and  expenses  actually  incurred  in
     cooperating with Quinlan as provided in this paragraph.

3.   Quinlan  warrants that it has, and as to any  improvements or modifications
     will have, the  unconditional  right to grant the license rights (except as
     provided in Article 2,  paragraph 3 above)  provided  Poore  Brothers under
     this Agreement. Quinlan further warrants that it has granted no third party
     any  rights  inconsistent  with  or in  derogation  of the  license  rights
     provided to Poore Brothers under this Agreement.

4.   [*]

                                   ARTICLE (9)

                            DURATION AND TERMINATION

1.   Subject  to the  parties'  rights  to  terminate  as set  forth  herein  or
     otherwise  provided  by  law,  this  Agreement  shall  take  effect  on the
     Effective Date and shall continue for a period of ten (10) years, and shall
     be extended  automatically for additional  period(s) of five (5) years each
     after  the  expiration  of the  initial  ten  (10)  year  period  and  each
     subsequent  period unless the Licensee gives notice of termination at least
     six (6) months before expiration of the initial or any extension period.

2.   If production or selling by Licensee of the Product  ceases for any reason,
     except  for  reasons  beyond  the  Licensee's  control  including,  without
     limitation, acts of God, action or any order of a government,  fire, flood,
     strike, supply problem, severe weather or war, for more than six (6) months
     in any  continuous  period,  either party shall have the right to terminate
     this Agreement  after giving sixty (60) days notice to the other party.  If
     the Licensee has not  commenced  active sales and  marketing of the Product
     before March 31, 2001,  then Quinlan shall have the right to terminate this
     Agreement by giving sixty (60) days notice;  provided,  however,  that this
     period  shall be extended by the amount of time  equivalent  to the time of
     any delay caused, directly or indirectly, by Quinlan.

3.   If  Quinlan   materially  fails  to  fulfill  its  obligations  under  this
     Agreement,  the  Licensee  is  entitled  to give ninety (90) days notice to
     remedy such a breach,  and unless the breach is remedied within such period
     from receipt of the notice, the Licensee will continue to have the right to
     manufacture, process, package, market, promote and sell the Product and may
     withhold  payment of  further  royalties  accruing  from date of the notice
     until the breach is  remedied  by  Quinlan.  After  Quinlan  remedies  such
     default to Licensee's reasonable satisfaction, License will pay Quinlan any
     royalties  withheld  less any  damages or lost  profits  suffered  by Poore
     Brothers as a result of Quinlan's breach.

4.   If the  Licensee  materially  fails to fulfill its  obligations  under this
     Agreement,  then  Quinlan is  entitled  to give  ninety (90) days notice to
     remedy such a breach,  and unless the  material  breach is remedied  within

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[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
     such period from  receiving  the  notice,  Quinlan  shall have the right to
     suspend performance of its obligations under Article (3) of this Agreement.
     However, the Licensee has the right to refer to arbitration Quinlan's claim
     of material breach  according to the terms of this Agreement.  Further,  if
     the Licensee  rectifies the breach and notifies  Quinlan  within sixty (60)
     days of suspension,  Quinlan shall reinstate performance of its obligations
     under this Agreement and Quinlan's  performance will then continue as if it
     had not been  suspended.  If after a total  period of one hundred and fifty
     (150) days of receipt of notice,  the  material  breach is not  remedied by
     Licensee, Quinlan has the right to terminate this Agreement by giving Poore
     Brothers  notice,  provided  that  Quinlan  shall  not  have  the  right to
     terminate this Agreement if an arbitration as provided herein is pending.

5.   If a receiver  shall be  appointed  for the whole or any  material  part of
     Licensee's assets used by Poore Brothers to manufacture  Product,  or if an
     order  is  entered  by  a  court  with  jurisdiction  over  Licensee,  or a
     resolution  passed for winding up the Licensee,  or the Licensee  otherwise
     becomes  subject to or takes advantage of the bankruptcy or insolvency laws
     applicable to it (unless the Licensee  emerges from any such proceedings as
     a solvent  corporation and undertakes with Quinlan to be bound by the terms
     of  this  Agreement)  then  this  Agreement  shall,  if  permitted  by law,
     terminate upon notice to the Licensee from Quinlan.

6.   The  termination of this Agreement for whatever reason shall not effect the
     rights of Quinlan  and the  Licensee  to seek  payment of any fees or other
     payments then due. The  termination of this Agreement  shall not in any way
     prejudice  or  affect  any  obligation  hereunder  which  by its  terms  is
     expressed to continue thereafter.

7.   On the  expiration or rightful  termination  of this  Agreement as provided
     herein,  the Licensee shall  forthwith  discontinue the use of the Know-How
     and Intellectual Property and the manufacture of the Product and deliver to
     Quinlan at its  registered  office free of charge all  documents and copies
     thereof embodying or containing Know-How.

                                  ARTICLE (10)

                      INFRINGEMENT OF INTELLECTUAL PROPERTY

     In the event that at any time  hereafter  there shall not be pending in the
Territory a suit by Quinlan  against an infringer or  misappropriator  of any of
the  Intellectual  Property based on  infringement or  misappropriation  of such
scale  that if  licensed  on the terms  imposed  in this  Agreement,  the annual
royalty returned to Quinlan would be at least Five Thousand Dollars ($5,000) per
year,  then if any  person or company  shall  produce,  market or sell  products
coming within the definition of Product, and if:

1.   Poore  Brothers  shall give Quinlan  written  notice that such  production,
     marketing  or sale is an  infringement  or  misappropriation  of any of the
     Intellectual Property; and

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[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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2.   Poore  Brothers  shall  request in writing  that suit be brought  under the
     Intellectual  Property so infringed or misappropriated  against such person
     or company because of such infringement or misappropriation; and

3.   Poore Brothers and Quinlan obtain an opinion from a mutually acceptable law
     firm in the Territory  that such person or company is likely  infringing or
     misappropriating any of the Intellectual Property; and

4.   Quinlan fails to bring such suit for  infringement or  misappropriation  of
     the Intellectual Property identified in the law firm's opinion or to obtain
     discontinuance of such infringement or misappropriation  within one hundred
     twenty  (120)  days  after  receipt  of  Poore   Brothers'   request  under
     subparagraph 2 above; and

5.   Sales of such  person or company of such  products  is of such volume as to
     produce, if licensed,  royalties of at least Five Thousand Dollars ($5,000)
     per year, then, in such case, Poore Brothers shall be permanently  relieved
     of the  payment of  royalties  that would  otherwise  accrue  from the time
     conditions  1-5 are all  satisfied  until the day Quinlan  shall bring suit
     against  the  likely   infringer   or   misappropriator   or  shall  obtain
     discontinuance  of said  infringement or  misappropriation.  Failure to pay
     royalties pursuant to this Article shall not adversely affect any rights of
     Poore  Brothers  under this  Agreement  or  provide a basis for  Quinlan to
     exercise any rights  otherwise  available to it contrary to the interest of
     Poore Brothers under this Agreement.

                                  ARTICLE (11)

                                     NOTICES

Any notices given by either party in this Agreement  shall be duly given if sent
by (a) registered airmail or (b) reputable international overnight courier (with
confirmation  of  receipt),  to the  other  party at its  address  given in this
Agreement or to such other address as may be indicated by one party to the other
in writing in accordance with the terms of this Article 11. Any notices given by
telex,  facsimile  or e-mail are not  considered  effective  until  confirmed by
registered airmail or delivery by a reputable  international  overnight courier.
Notices  shall be deemed to have been  received on the working day following the
date on which the notice is delivered by registered  airmail or  internationally
recognized express courier.

                                     - 10 -

[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
                                  ARTICLE (12)

                                  MODIFICATIONS

No  modifications  of this  Agreement  shall be binding upon the parties  hereto
unless made in writing and signed by both parties.

                                  ARTICLE (13)

                                   ASSIGNMENT

This Agreement  shall be binding upon and enure to the benefit of the successors
and assigns of the parties.  Notwithstanding the foregoing,  the complete rights
and obligations of a party (the "Assigning Party") may be assigned,  without the
consent of the other party, by the Assigning  Party to any corporation  which is
or becomes a wholly owned  subsidiary or parent of the Assigning Party, or which
survives  a  merger  in  which  the  Assigning  Party  participates  or  to  any
corporation   or  other  person  or  business   entity  which  acquires  all  or
substantially all of the assets of the Assigning Party;  provided that the party
to whom such assignment is made agrees to comply in full with the obligations of
the Assigning Party hereunder.

                                  ARTICLE (14)

                                ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties and there are no
representations, warranties or undertakings other than those expressly set forth
herein.

                                  ARTICLE (15)

                          DISPUTE, LAW AND JURISDICTION

The Agreement shall be governed by and construed in accordance with the internal
laws of the state of Arizona  U.S.A.  without giving effect to any choice of law
rule that would cause the  application of the laws of any other  jurisdiction to
the rights  and  duties of the  parties.  Both  parties  shall try to settle any
dispute or disagreement which may arise in connection with any interpretation(s)
of this Agreement or the  performance or  non-performance  thereof in good faith
and  mutual  trust.  Should  they,  however,   fail  to  arrive  at  a  mutually
satisfactory settlement, resolution of any such dispute shall, at the request of
either party, be determined by arbitration.  The arbitration  shall be conducted
under the Commercial  Arbitration rules of the American Arbitration  Association
then in effect except where modified in this Agreement. The arbitration shall be
held in Phoenix, Arizona or such other location selected by the mutual agreement
of the parties,  and the language for arbitration  shall be English.  The matter
will be  resolved  by a sole  arbitrator  selected  by mutual  agreement  of the
parties,   or,  if  the  parties  cannot  agree,  by  the  American  Arbitration
Association  as provided in its  Commercial  Rules.  The award of the arbitrator
shall be final and binding  upon the parties and may be executed and enforced in
any court having competent jurisdiction.

                                     - 11 -

[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
                                  ARTICLE (16)

                                     TRAVEL

The Licensee shall pay business  class air travel and reasonable  hotel and meal
expenses  incurred by Quinlan in connection  with this  Agreement  provided that
Quinlan has obtained the Licensee's prior written agreement to such travel.

                                  ARTICLE (17)

                                  SEVERABILITY

If any provision of this Agreement is declared  invalid or  unenforceable by any
lawful tribunal,  then it shall be adjusted to conform to legal  requirements of
that tribunal and that modification  shall  automatically  become a part of this
Agreement.  If no  adjustment  can be made,  the  provision  shall be deleted as
though never  included in this  Agreement and the  remaining  provisions of this
Agreement  shall  remain in full  force and effect  unless  such  invalidity  or
unenforceability  causes substantial deviation from the underlying intent of the
parties expressed in this Agreement, in which case the parties shall replace the
invalid or unenforceable  provision with a valid and enforceable provision which
corresponds  as far as  possible  to the  spirit and  purpose of the  invalid or
unenforceable provision.

                                  ARTICLE (18)

                                     WAIVERS

No failure to exercise and no delay in exercising,  on the part of either party,
any  right,  remedy,  power or  privilege  hereunder  shall  operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or
privilege  hereunder  preclude any further exercise thereof,  or the exercise of
any other right, remedy, power or privilege.  The rights,  remedies,  powers and
privileges  herein  provided  are  cumulative  and not  exclusive of any rights,
remedies, powers and privileges provided by law.

                                     - 12 -

[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
                                  ARTICLE (19)

                                  COUNTERPARTS

This  Agreement  may be executed  in any number of  counterparts  (including  by
telefacsimile),  each of which when executed and delivered shall be an original,
but which counterparts together shall constitute one and the same instrument.

In WITNESS  WHEREOF the parties  hereto have  hereunto set their hands and seals
SIGNED for and on behalf of         )
Poore Brothers, Inc.                )


signature                                              )
          -------------------------------------------

title                                                  )
      -----------------------------------------------


DATED THIS      day of                                 )
who warrants his authority          )
to sign this Agreement in           )
the presence of:                    )
                                            ------------------------------------
                                                           Witness

SIGNED for and on behalf of         )
M.J. Quinlan & Assoc Pty Ltd        )


signature                                              )
          -------------------------------------------

title                                                  )
      -----------------------------------------------


DATED THIS      day of                                 )
who warrants his authority          )
to sign this Agreement in           )
the presence of:                    )
                                            ------------------------------------
                                                           Witness

                                     - 13 -

[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>
                                                                       EXHIBIT A

                  CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

     WHEREAS M.J.  Quinlan & Associates  Pty.  Limited,  a company  incorporated
under the laws of New  South  Wales  ("Licensor"),  has  entered  into a License
Agreement  dated as of July  ____,  2000  (the"License  Agreement"),  with Poore
Brothers,  Inc.  ("Licensee"),  pursuant to which Licensor  granted a license to
Licensee  to use  certain  confidential  and  proprietary  information  owned by
Licensor  relating  to  the  manufacture,   processing,   packaging,  marketing,
promoting   and  sale  of   3-dimensional   hollow  fried  snack  food  products
(hereinafter "Know-How"); and

     WHEREAS,  it is  necessary  for  Licensee,  in  furtherance  of  Licensee's
business, to disclose such Know-How and related trade secrets to the undersigned
party;

     NOW, THEREFORE, the undersigned party acknowledges and agrees as follows:

     1.   The  undersigned  party agrees to keep all Know-How and trade  secrets
          regarding  Know-How  received from Licensee in strict  confidence  and
          shall not disclose  them to any third party and shall not use them for
          any purpose other than as authorized by Licensee.

     2.   Upon request by Licensee,  the  undersigned  party agrees  promptly to
          return to Licensee all  materials  received from Licensee that contain
          any Know-How and related trade secrets.

     3.   This agreement  imposes no obligation upon the undersigned  party with
          respect to any Know-How or related  trade secrets that (a) were in the
          possession  of,  or were  rightfully  known by the  undersigned  party
          without an  obligation  to  maintain  their  confidentiality  prior to
          receipt from Licensee; (b) are or become generally known to the public
          without  violation  of  this  agreement;   (c)  are  obtained  by  the
          undersigned party in good faith from a third party having the right to
          disclose  them  without  an  obligation  of  confidentiality;  (d) are
          independently   developed  by  the   undersigned   party  without  the
          participation  of  individuals  who have had access to the Know-How or
          related  trade  secrets;  or (e) are required to be disclosed by court
          order.


DATE:                                By:
      --------------------------        ----------------------------------------

                                     - 14 -

[*] = CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.