Exhibit 10.29
                               SERVICE AGREEMENT


     THIS  AGREEMENT is made  February 16, 2001,  by and among  AGRILINK  FOODS,
INC., a New York  corporation  ("Agrilink"),  and PF ACQUISITION II, INC., a New
York corporation ("AgriFrozen").

     Agrilink has offered to buy from Secured Party,  pursuant to a private sale
under  the  Uniform  Commercial  Code,  all  frozen  vegetable   inventories  of
AgriFrozen,  related supplies,  ingredients and packaging  materials and certain
claims  (as the  same are  more  particularly  described  under  the  definition
"Property" in the Bill of Sale Agreement (as hereafter defined),  the "Assets").
In connection  with  Agrilink's  purchase of the Assets,  Agrilink has requested
that  AgriFrozen  provide  certain  services  to  Agrilink  in  connection  with
Agrilink's processing and sale of the Assets following the Closing (as hereafter
defined).

     IT IS THEREFORE AGREED AS FOLLOWS:

          SECTION 1 CERTAIN DEFINITIONS

     For purposes of this  Agreement,  the following terms are defined terms and
shall have the meanings set forth below:

     "Affiliate"  means, with respect to any entity,  all directors and officers
(or  persons  performing  similar  functions)  of such  entity,  all persons and
entities controlling, controlled by or under common control with such entity and
all  directors  and  officers  (or  persons  performing  similar  functions)  of
Affiliates.

     "Agreement"  refers  to this  entire  Agreement,  including  the  exhibits,
schedules and certificates referred to herein.

     "Available   Receivables"  means  those  Receivables  that  are  to  remain
available to AgriFrozen as determined  pursuant to, and subject to the terms of,
the Forbearance Agreement.

     "Bill of Sale Agreement"  means the Bill of Sale Agreement  between Secured
Party and Agrilink, pursuant to which Agrilink is acquiring the Assets.

     "Business" means the business of AgriFrozen,  and all activities associated
therewith.

     "Business  Information and Records" means all records,  information,  files
and papers of AgriFrozen primarily related to the Business,  including,  without
limitation,  product designs,  blueprints,  specifications,  drawings,  recorded
knowledge,  test reports,  manuals,  material standards,  processing  standards,

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performance  standards,   catalogues,   research  data,  formulae,   inventions,
processes,   production  methods,   quality  control  information,   proprietary
information,   know-how,   technical  data,   performance  data,  plant  service
information,  trade and  business  secrets,  sales  data and  other  information
relating to the growing, manufacture, processing, freezing, packaging or sale or
service of  products of or by  AgriFrozen,  all art work,  photographs,  slides,
color  separations,  plates  and other  back-up  material  relating  to  product
brochures,  literature  and  similar  materials  relating  to  the  products  of
AgriFrozen,  and all sales and  advertising  materials,  customer  and  supplier
lists, including addresses, telephone numbers and principal contacts, records of
products and  quantities  purchased or supplied by each  customer and  supplier,
other customer and supplier records and files, including all databases and other
electronic  files or  information,  sales  and  purchase  correspondence,  sales
reports, copies of sales and use tax resale certificates,  personnel records and
books of account,  but excluding records of a corporate nature,  e.g.  corporate
minute books, stock ledgers, etc.

     "Closing"  means the  execution and closing of the purchase and sale of the
Assets pursuant to the Bill of Sale Agreement, and the execution and delivery of
the Related Agreements.

     "Closing Date" means the date of the Closing.

     "Continuing   Operations"  means,   collectively,   AgriFrozen's  repacking
operations  on behalf of Agrilink  with  respect to the Assets at its  Woodburn,
Oregon facility and  AgriFrozen's  warehousing  operations on behalf of Agrilink
with  respect to the Assets at its  Woodburn,  Oregon  facility and Walla Walla,
Washington facility.

     "Covenant  Not To Sue" means the  Covenant Not To Sue dated as of even date
between Secured Party, Agrilink and Pro-Fac Cooperative, Inc.

     "Effective Date" means January 28, 2001.

     "Equipment"  means all rights of  AgriFrozen in any  machinery,  equipment,
spare parts,  vehicles,  furniture,  dies,  molds,  patterns and gauges,  tools,
supplies  and  drawings  owned,  leased,  licensed  or  otherwise  possessed  by
AgriFrozen,  excluding such items sold, transferred,  disposed of or consumed in
the ordinary course of business or otherwise.

     "Forbearance Agreement" means the Default, Foreclosure, Forbearance and Use
of Cash  Collateral  Agreement  dated the Closing Date between Secured Party and
AgriFrozen,   as  to  which  Agrilink  is  an  expressly  intended  third  party
beneficiary.

     "Intellectual  Property"  means all rights of  AgriFrozen,  if any,  in all
United States and foreign  trademarks  (common law and  registered)  and service
marks,  trademark and service mark  registrations  and  applications,  and trade

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names,  including  without  limitation all rights of AgriFrozen to the "JACK AND
THE  BEANSTALK",  "CHEF DO JOUR",  "ORE-IDA" and  "TENDEKRISP"  trademarks,  all
copyrights,  copyright  registrations,  proprietary  technology,  trade secrets,
know-how,   licenses,   computer  software,   inventions,  and  patents,  patent
applications,  utility models,  utility model  applications and all other patent
rights.

     "Leased  Property"  means all leasehold  interests of AgriFrozen in real or
personal property used by AgriFrozen,  together with any prepaid rent,  security
deposits,  options  to renew or  purchase,  benefits,  rights  of way and  other
interests of  AgriFrozen  that may be  appurtenant  to the rights of  AgriFrozen
under such leasehold  interests,  together with all buildings,  improvements and
fixtures existing thereon.

     "Management  Agreement" means the Service Agreement dated February 22, 1999
between Agrilink and AgriFrozen.

     "Maturity Date" means June 30, 2001.

     "Real Property" means all real property owned by AgriFrozen,  together with
all buildings, improvements and fixtures existing thereon.

     "Receivables"  means all trade accounts receivable and other receivables of
AgriFrozen.

     "Related  Agreements" means, as the context requires or permits, any one or
more of this Agreement,  the Bill of Sale Agreement, the Covenant Not to Sue and
the Forbearance Agreement.

     "Remaining  Assets" means, at any particular time, all assets of AgriFrozen
other than the Assets and the Wind Down Assets.

     "Secured  Party" means CoBank,  ACB, a  corporation  organized and existing
under the laws of the United States of America.

     "Wind  Down  Assets"  means the  Available  Receivables  and all  assets of
AgriFrozen  that  are  reasonably   necessary  for  AgriFrozen  to  perform  the
Continuing  Operations,  including all related Business Information and Records,
Equipment,  Intellectual Property,  Leased Property, Real Property and employees
of AgriFrozen.

     "Wind Down Period" means the period  commencing  on the Effective  Date and
continuing through and including the Maturity Date.

          SECTION 2 CONTINUING OPERATIONS AND WIND DOWN PERIOD

     2.1 Continuing  Operations.  During the Wind Down Period,  AgriFrozen  will
continue to operate the Continuing Operations.  The parties agree that, pursuant
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to the terms of the Related Agreements, AgriFrozen (and, pursuant to Section 2.3
hereof, Agrilink) will have a license to, and unrestricted access to and use of,
all of the Wind Down  Assets  during  the Wind Down  Period  for the  purpose of
performing  and/or funding the Continuing  Operations.  (Pursuant to Section 2.4
hereof, Agrilink shall, for the purposes of repacking,  storing and disposing of
the  Assets,  have  access  to  the  Business  Information  and  Records  and  a
nonexclusive license to the Intellectual  Property,  in each case for the twelve
month period  following the Closing  Date.) The  Continuing  Operations  will be
performed in  conjunction  with  Agrilink's  production,  warehousing  and sales
efforts  described  in Section  2.3.  AgriFrozen  and  Agrilink  shall  properly
maintain the Wind Down Assets and Remaining Assets and shall not allow any waste
or  damage  to occur to the Wind  Down  Assets,  in each  case,  subject  to the
understanding  that  AgriFrozen  is in the process of  shutting  down all of its
operations  on or about the  Maturity  Date and will be  liquidating  all of its
assets.  Agrilink and AgriFrozen  shall not allow any lien or similar claim that
arises  following the Effective  Date to be placed on or become a charge against
any of the Wind  Down  Assets,  excluding  only the liens of  Secured  Party and
Agrilink,  liens  of  governmental  units  for ad  valorem  property  taxes  and
assessments,  liens  incidental  to the use of the Wind  Down  Assets  or to the
Continuing  Operations  (including,  for  example,  warehouseman,  landlord  and
similar  statutory  liens)  and other  liens of a like  nature  incurred  in the
ordinary  course of business and not in  connection  with the borrowing of money
(provided  that in each  case the  obligation  secured  is not  overdue  or,  if
overdue,  is being  contested  in good  faith).  During  the Wind  Down  Period,
AgriFrozen  shall  generally  pay the claims of its  creditors  as they come due
unless such claims are the subject of a dispute.

     2.2 Funding During Wind Down Period. Pursuant to the Forbearance Agreement,
during the Wind Down  Period,  AgriFrozen  shall  have  access to and use of the
Available Receivables and any proceeds thereof to fund the costs and expenses of
its operations,  including  payment of its creditors.  As and to the extent that
Agrilink may advance any such costs or expenses,  Agrilink  shall be entitled to
reimbursement  by  AgriFrozen  from the proceeds of the  Available  Receivables.
Agrilink  shall have the express right,  but no obligation,  to advance any such
costs or expenses.  AgriFrozen  hereby grants to Agrilink a security interest in
all  Receivables  to secure  all  obligations  of  AgriFrozen  to  Agrilink  for
reimbursement of all such advances that are hereafter made by Agrilink,  and for
all costs and expenses (including  attorneys fees and expenses) incurred or paid
by Agrilink in connection therewith.

     2.3 Agrilink's Production, Warehousing and Sale of Purchased Assets. During
the Wind Down  Period,  Agrilink  shall bear all costs and  expenses  (and shall
advance to  AgriFrozen  or reimburse  AgriFrozen  for any such costs or expenses
that are incurred by  AgriFrozen)  of the Continuing  Operations,  (i.e.,  those
reasonably relating to the production,  warehousing and sale to third parties of
the Assets  purchased by  Agrilink)  to the extent such costs or expenses  arise
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from such  activities  after the Effective Date. On or before the Maturity Date,
Agrilink shall remove all of the Assets from any  facilities  owned or leased by
AgriFrozen.

     2.4  Agrilink's  Use of and Access to  Business  Records  and  Intellectual
Property. Subject to the occurrence of the Closing,  AgriFrozen hereby grants to
Agrilink,  for a period of up to one year  following the Closing  Date:  (a) the
right  to use  AgriFrozen's  packaging  and  label  stock on the  Assets;  (b) a
non-exclusive worldwide license to AgriFrozen's Intellectual Property for use in
connection  with the production and sale of the Assets;  and (c) an unrestricted
right of  access  to and use of all of  AgriFrozen's  Business  Information  and
Records in connection with the Continuing  Operations  (including the production
and sale of the Assets).

     2.5 No Liabilities Assumed.  Agrilink shall not assume, or become obligated
to pay or perform  under,  any of the  liabilities,  obligations or contracts of
AgriFrozen.

          SECTION 3 OTHER AGREEMENTS OF THE PARTIES

     3.1  Termination  of  Co-Pack  Agreement.  In  light  of the  cessation  of
AgriFrozen's operations, the Processing and Packaging Agreement dated as of July
21, 1996 between  Agrilink (as  successor to Dean Foods  Vegetable  Company) and
AgriFrozen (as successor in interest to Agripac, Inc.) is terminated,  as of the
Effective Date, without further liability on the part of either party thereto.

     3.2 Turn Over of Remaining Assets.  Pursuant to the Forbearance  Agreement,
AgriFrozen  has  agreed  to turn  over to  Secured  Party  or its  designee  all
Remaining Assets at Secured Party's request.  AgriFrozen shall also turn over to
Secured Party or its designee at Secured Party's request all Wind Down Assets as
and to the extent they are no longer being used for  Continuing  Operations  and
are no longer the  subject  of the  license  described  in  Section  2.4.  It is
acknowledged  and understood that AgriFrozen shall not be obligated to turn over
any assets if a reasonably foreseeable consequence of such turnover would be the
material disruption of the Continuing Operations or processing and sales efforts
of Agrilink  described in Section  2.3.  Agrilink  agrees to provide  reasonable
assistance to Secured Party in its  disposition  of such assets.  Subject to the
foregoing, Agrilink and AgriFrozen agree to cooperate and not interfere with any
activity  by  Secured  Party or any of its  brokers  or  agents  related  to the
disposition  of such  assets,  and  shall  not  interfere  with  the  reasonable
possession of any purchaser thereof.

     3.3 Termination of Management  Agreement;  Release of Claims.  Agrilink has
agreed to waive any and all amounts due to Agrilink  pursuant to the  Management
Agreement for all periods from and after the Effective Date,  including  without
limitation  the  $83,333.33   monthly  fee  due  from   AgriFrozen  to  Agrilink
thereunder.  In addition,  it is anticipated that,  pursuant to its rights under
Section 2.2 hereof,  Agrilink  will advance  approximately  $5,000,000  to third



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party  creditors  and service  providers of  AgriFrozen  that will not have been
reimbursed   following  the   expenditure  of  the  proceeds  of  all  Available
Receivables.  In exchange for these  agreements,  AgriFrozen (a) agrees that the
Management  Agreement  may, if so elected by the Agrilink,  be terminated at any
time on or after the Maturity Date,  with no further future  liability of either
party thereunder,  and (b) hereby releases  Agrilink and its parent  corporation
Pro-Fac Cooperative,  Inc. ("Pro-Fac") of and from any and all claims and causes
of action of whatever  nature  (known and unknown,  suspected  and  unsuspected,
liquidated and unliquidated, contingent and matured, and including those arising
under  contract and sounding in tort,  but  specifically  excluding (i) any such
claims  that  comprise  a portion of the  Assets,  and (ii) to the extent of the
final  aggregate  dollar  judgment,  if any,  obtained  pursuant  to (A) a final
non-appealable  order with respect to the claims by the plaintiffs in the Marion
County,  Oregon Circuit Court  proceeding of Stan Seifer,  et al. v.  AgriFrozen
Foods et al.  (the  "Proceeding")  or (B) any  final  settlement  of the  claims
brought in the Proceeding,  and only to such extent, any claims against Agrilink
under the Management Agreement.

     3.4 Expenses.  Agrilink and  AgriFrozen  shall each pay their own expenses,
fees and charges (including attorneys' fees and accountants' fees) in connection
with the preparation  and negotiation of this Agreement and the  consummation of
the transactions contemplated herein.

          SECTION 4 REPRESENTATIONS AND WARRANTIES OF AGRIFROZEN

     AgriFrozen represents and warrants to the other parties hereto as follows:

     4.1  Organization  and  Qualification.  AgriFrozen  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York. AgriFrozen is qualified to do business as a foreign corporation and in
good  standing  in the  States  of Oregon  and  Washington.  AgriFrozen  has all
requisite  power to own,  operate and lease the  properties of AgriFrozen and to
carry on the Business.

     4.2 Authorization.  AgriFrozen has all requisite power to execute, deliver,
and perform its obligations  under this Agreement.  The execution,  delivery and
performance  of  this  Agreement,  and the  consummation  by  AgriFrozen  of all
transactions  contemplated by this  Agreement,  have been duly authorized by all
requisite  corporate action of AgriFrozen.  This Agreement  constitutes a legal,
valid and binding  obligation of AgriFrozen,  enforceable in accordance with its
terms,   except  as  such   enforceability   may  be  limited   by   bankruptcy,
reorganization,   insolvency,   or  similar  laws  affecting  creditors'  rights
generally,  and the application of general  principles of equity,  regardless of
whether such principles are considered in a proceeding in equity or at law.
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          SECTION 5 REPRESENTATIONS AND WARRANTIES OF AGRILINK

          Agrilink represents and warrants to the other parties as follows:

     5.1  Organization.  Agrilink  is  a  corporation  duly  organized,  validly
existing and in good standing  under the laws of the State of New York,  and has
all  requisite  corporate  power and  authority  to own,  operate  and lease its
property and to carry on its businesses as now conducted.

     5.2 Authorization.  Agrilink has all requisite  corporate power to execute,
deliver,  and perform its  obligations  under,  this  Agreement.  The execution,
delivery and performance of this Agreement,  and the consummation by Agrilink of
all  transactions  contemplated by this Agreement,  have been duly authorized by
all  requisite  corporate  action  of  Agrilink.  This  Agreement  has been duly
executed by Agrilink and  constitutes a legal,  valid and binding  obligation of
Agrilink,   enforceable   in   accordance   with  its  terms,   except  as  such
enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  or
similar laws  affecting  creditors'  rights  generally,  and the  application of
general  principles  of  equity,  regardless  of  whether  such  principles  are
considered  in a proceeding  in equity or at law. The  execution and delivery of
this Agreement by Agrilink and the consummation of the transactions contemplated
hereby,  (a) do not, and at or prior to the Closing Date will not, conflict with
or result in the breach of, any of the terms,  conditions  or  provisions of the
Certificate of Incorporation or Bylaws of Agrilink, and (b) subject to obtaining
the consents  described in Section 7.4 hereof, on the date hereof do not, and as
of the Closing Date will not, conflict with, result in a breach of, or give rise
to a default under, any of the terms,  conditions or provisions of any mortgage,
lien, lease, agreement,  instrument, order, judgment or decree by which Agrilink
or any of its  assets  may be bound,  and will not  result in a  declaration  or
imposition of any lien, charge, or encumbrance of any nature whatsoever upon any
of the assets of Agrilink,  except for  encumbrances  expressly  contemplated by
this Agreement.

          SECTION 6 FURTHER AGREEMENTS OF AGRIFROZEN

          AgriFrozen covenants to and agrees with Agrilink as follows:

     6.1 Operations Prior to Closing. After the date of this Agreement and prior
to the Closing Date,  AgriFrozen shall use and maintain the Assets and Wind Down
Assets  in  compliance  with  all  laws,  regulations  and  ordinances,  and  in
substantially  the same manner in which they have been used and maintained prior
to the date of this  Agreement,  and conduct the Business in compliance with all
laws,  regulations and ordinances,  and  substantially  as it has been conducted
prior to the  date of this  Agreement,  subject  to the  understanding  that the
Business is in the process of being wound down and liquidated.  AgriFrozen shall
use its commercially  reasonable efforts to preserve existing relations with the

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employees, suppliers and customers. AgriFrozen shall promptly notify Agrilink of
any material matter  affecting the Assets,  the Wind Down Assets or the Business
that arises from the date of this Agreement to the Closing Date.

     6.2 Truth of Representations.  From the date hereof until the Closing Date,
AgriFrozen  shall,  except as Agrilink  otherwise  consents in writing,  use its
commercially reasonable efforts to cause all representations and warranties made
by it in this  Agreement  to be true and correct on and as of the Closing  Date.
AgriFrozen shall notify Agrilink promptly if any such representation or warranty
ceases to be true and correct.

     6.3  WARN  Act  Compliance.  AgriFrozen  shall  comply  with  the  Worker's
Adjustment and Retraining  Notification  Act of 1988, as amended,  and be solely
responsible  for furnishing any required  notice of any "plant closing" or "mass
layoff", as applicable.

          SECTION 7 CONDITIONS TO OBLIGATIONS OF AGRILINK

     The obligations of Agrilink to close the  transactions  provided for herein
are  subject  (at its  option) to the  satisfaction,  on or prior to the Closing
Date, of each of the following conditions precedent:

     7.1 Representations  True. The representations and warranties of each other
party  contained  in this  Agreement  shall have been true and  complete  in all
material  respects  when made and  shall be true and  complete  in all  material
respects on and as of the Closing Date as if made on and as of such date.

     7.2  Performance.  Each party other than the Agrilink  shall have performed
and complied  with all  agreements,  covenants and  conditions  required by this
Agreement  to be  performed  or  complied  with by it on or prior to the Closing
Date.

     7.3 Consummation of Related  Transactions.  Each of the Related  Agreements
shall have been executed and delivered by the respective  parties  thereto,  and
each of the transactions  that is anticipated to have been consummated  prior to
or in connection with the Closing.

     7.4 Third Party Approvals. All licenses, authorizations, consents, filings,
waivers,  approvals,  or other action required in connection with the execution,
delivery and  performance of this  Agreement and each of the Related  Agreements
and the consummation of transactions  contemplated hereby and thereby shall have
been duly made or obtained.  In  particular,  (a) the senior lenders to Agrilink
shall have consented hereto in accordance with the terms of the credit agreement
dated  September 22, 1998, as amended from time to time;  and (b) Agrilink shall

<PAGE>

have received any fairness  opinions  required  under the terms of the indenture
dated September 22, 1998 concerning Agrilink's subordinated indebtedness.

     7.5 No Destruction of Assets. Between the date hereof and the Closing Date,
there shall be no material  damage to, or destruction or diminution in value of,
the  Business  or of the  Assets or Wind  Down  Assets,  it being the  intent of
Agrilink and  AgriFrozen  that  AgriFrozen  bear all risk of loss due to fire or
other casualty up to the Closing Date.

     7.6 No Landlord  Action.  Between the date hereof and the Closing  Date, no
lessor of any Leased  Property shall have taken any action to block access to or
to  prevent  any  anticipated  use of such  property,  or shall  have  sought to
exercise any control  over or any remedies  with respect to any of the Assets or
Wind Down Assets.

     7.7  Sufficient  AgriFrozen  Employees.  Between  the date  hereof  and the
Closing Date, no material  number of  AgriFrozen's  employees  anticipated to be
available  to perform the  functions,  activities  and  operations  described in
Section 2.1, 2.2 or 2.3 shall have resigned their positions,  such that it might
reasonably be expected to have a material and adverse  effect on the  functions,
activities and operations described in Section 2.1, 2.2 or 2.3.

          SECTION 8 CONDITIONS TO OBLIGATIONS OF AGRIFROZEN

     The obligations of AgriFrozen to close the transactions provided for herein
are  subject  (at its  option) to the  satisfaction,  on or prior to the Closing
Date, of each of the following conditions precedent:

     8.1 Representations  True. The representations and warranties of each party
other  than  AgriFrozen  contained  in this  Agreement  shall have been true and
complete in all  material  respects  when made and shall be true and complete in
all material respects on and as of the Closing Date as if made on and as of such
date.

     8.2 Performance.  Each party other than AgriFrozen shall have performed and
complied  with  all  agreements,  covenants  and  conditions  required  by  this
Agreement  to be  performed  or  complied  with by it on or prior to the Closing
Date.

     8.3 Consummation of Related  Transactions.  Each of the Related  Agreements
shall have been executed and delivered by the respective  parties  thereto,  and
each of the transactions  that is anticipated to have been consummated  prior to
or in connection with the Closing shall have been consummated.

     8.4 Third Party Approvals. All licenses, authorizations, consents, filings,
waivers,  approvals,  or other action required in connection with the execution,
delivery and  performance of this  Agreement and each of the Related  Agreements

<PAGE>

and the consummation of transactions  contemplated hereby and thereby shall have
been duly made or obtained.

          SECTION 9 TERMINATION; EXPENSES

     9.1 Termination . This Agreement may be terminated:

          (a) at any time prior to the Closing:

               (i) By the mutual written consent of all parties hereto.

               (ii) By any party if any of the Related Agreements shall not have
                    been  executed and  delivered  by all parties  thereto on or
                    prior to the Closing Date.

          (b)  Provided that the Closing has not  occurred,  by any party at any
               time after February 16, 2001,  provided that the party seeking to
               terminate this Agreement is not then in breach of its obligations
               hereunder.

          (c)  By any party if the consummation of the transactions contemplated
               by this Agreement would violate any  non-appealable  final order,
               decree or  judgment  of any  court or  governmental  body  having
               competent jurisdiction.

     9.2 Notice of  Termination.  In the event of  termination of this Agreement
pursuant  to  Section  9.1  hereof,  notice  shall  promptly  be  given  by  the
terminating party to the other parties to this Agreement.

     9.3 Expenses Upon Termination.  If this Agreement is terminated as provided
in  Section  9.1,  no party  shall have any  liability  to any of the others for
costs,  expenses  (including without  limitation,  legal and accounting fees and
expenses), loss of anticipated profits or otherwise; it being understood that in
the  event  of such  termination,  each  party  shall  bear  its own  legal  and
accounting and other fees, costs, losses and expenses.

     9.4 Closing.  The execution  and delivery of all of the Related  Agreements
shall  constitute a  satisfaction  or waiver of all  conditions to closing under
Sections 7 and 8 hereof.

          SECTION 10 MISCELLANEOUS

     10.1 Publicity.  No press releases shall be issued,  nor shall be the terms
of this Agreement be disclosed to third parties,  other than the representatives
of the parties, without the prior written consent of all parties hereto.
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     10.2 Notices. All notices hereunder shall be in writing and shall be deemed
to have been given if delivered personally or by a recognized commercial carrier
or three days after sent by certified mail,  return receipt  requested,  postage
prepaid, to the other party to this Agreement at the following addresses or such
other  address  as any party to this  Agreement  shall  specify by notice to the
others:

          (a)  If to Agrilink:  Agrilink Foods,  Inc. 90 Linden Place Rochester,
               New York 14625 Attn: Dennis M. Mullen

          (b)  If to  AgriFrozen:  AgriFrozen  Foods 325 West  Patterson  Street
               Salem, Oregon 97304 Attn: James Scott

          (c)  If to  Secured  Party:  CoBank,  ACB  5500  South  Quebec  Street
               Englewood, Colorado 80111 Attn: Robert E. Satrom

     10.3 Assignment;  Binding Effect; Benefits.  Agrilink may assign its rights
under this  Agreement  to any  Affiliate,  any  successor  or  purchaser  of the
Business, and the financial  institutions providing financing to Agrilink.  Such
assignment shall not relieve  Agrilink of its obligations  under this Agreement.
Except  for  the  foregoing,  neither  this  Agreement  nor any  right,  remedy,
obligation or liability  arising  hereunder  shall be assignable by any party to
this Agreement  without the prior written consent of the other parties.  Subject
to the foregoing,  this Agreement shall be binding upon and inure to the benefit
of the parties to this  Agreement and their  respective  successors and assigns.
Any  purported  assignment  in  violation  of this  Section  shall  be void  and
ineffective.

     10.4 Waiver. No delay or failure of any party to exercise any right, remedy
or power  hereunder  shall impair the same or be construed as a waiver  thereof.
The waiver by any party hereto of a breach of any  provision  of this  Agreement
shall not operate or be construed as a waiver of any subsequent breach.

     10.5 Entire Agreement; Amendment. This Agreement and the Related Agreements
collectively embody the entire agreement and understanding  between Agrilink and
AgriFrozen  and supersede all prior  agreements  relating to the subject  matter
hereof.  This  Agreement  may be  amended,  modified or  supplemented  only by a
written instrument executed by all parties hereto.
<PAGE>

     10.6 Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York without  giving effect to the
conflict of law principles thereof.

     10.7 Arm's Length  Agreement.  This Agreement has been  negotiated at arm's
length and between persons  sophisticated and knowledgeable in the matters dealt
with in this Agreement.  In addition, each party has been represented by, or has
had a reasonable opportunity to be represented by, experienced and knowledgeable
legal counsel. Accordingly, any rule of law or legal decision that would require
interpretation  of any ambiguities in this Agreement  against the party that has
drafted the Agreement is not applicable and is waived.  This Agreement  shall be
construed  without  regard to the  identity  of the person who drafted it or the
party who caused it to be drafted and shall be  construed  as if all parties had
jointly  prepared this  Agreement.  Each and every  provision of this  Agreement
shall be  construed  as though all of the  parties  participated  equally in its
drafting,  and any uncertainty or ambiguity shall not be interpreted against any
one party. The provisions of this Agreement shall be interpreted in a reasonable
manner to effect the purpose of the parties and of this Agreement.

     10.8 CoBank Is an Intended  Third Party  Beneficiary.  Secured  Party is an
expressly intended third party beneficiary of this Agreement and may enforce any
of the  terms  hereof as though a party to this  Agreement;  provided,  however,
Secured  Party's  consent  hereto  or  position  as a  third  party  beneficiary
hereunder in no way affects,  alters or modifies the rights,  claims or remedies
of  Secured  Party  under  any of its  loan  documents,  the Bill of Sale or the
Forbearance Agreement.

     10.9 No Unintended Third Party Beneficiaries. Except as provided in Section
10.8 hereof, this Agreement and all of its provisions and conditions are for the
sole and exclusive  benefit of the parties to this Agreement and their permitted
successors and/or assigns.

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



<PAGE>




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

                    AGRIFROZEN:      PF ACQUISITION II, INC., D/B/A
                                     AGRIFROZEN FOODS



                                By:  /s/ David M. Mehalick
                                     ----------------------------------------
                                         David M. Mehalick, Asst. Secretary


                    AGRILINK:        AGRILINK FOODS, INC.



                                By:  /s/Earl L. Powers
                                     ----------------------------------------
                                         Earl L. Powers, Chief Financial Officer


CONSENT OF SECURED PARTY:

The foregoing Agreement has been reviewed, acknowledged and consented to by
Secured Party.

                    SECURED PARTY:   COBANK, ACB



                                By:  /s/Robert E. Satrom
                                     ----------------------------------------
                                        Robert E. Satrom, Vice President




<PAGE>