EXHIBIT 10.36







                   AGREEMENT AND PLAN OF MERGER


                           by and among


                     FOODBRANDS AMERICA, INC.

                               AND

                            IBP, inc.

                               AND 

                          IBP SUB, INC.




                           Dated as of 

                          March 25, 1997
<PAGE>
                        TABLE OF CONTENTS


                                                             Page

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

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

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

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

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

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

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

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

Annex A


                             Exhibits

Exhibit "A"    Tender Agreements

Exhibit "B"    Charter Amendment

<PAGE>
                           DEFINITIONS

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

                                                       Defined in
Term                                                    Section  

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

<PAGE>
                   AGREEMENT AND PLAN OF MERGER


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

                      W I T N E S S E T H :

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

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

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

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

                                 
                            ARTICLE  I
                         THE TENDER OFFER

          1.1  The Offer.  

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

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

          1.2  Company Action.

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

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

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

          1.3  Board of Directors of the Company.

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

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

                            ARTICLE II

                            THE MERGER

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           ARTICLE III  

          REPRESENTATIONS AND WARRANTIES OF THE COMPANY

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

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

          3.2  Authorization.  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          3.19 Environmental Matters.  

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

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

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

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

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

          3.21 Certain Agreements.  Except as set forth on
Schedule 3.21 of the Company Disclosure Letter, neither the
Company nor any of its Subsidiaries is a party to any oral or
written stock option plan, stock appreciation rights plan,
restricted stock plan or stock purchase plan, incentive
compensation or bonus plan, employment agreement, severance or
termination agreement, consulting agreement or other benefit plan
or arrangement, any of the benefits of which will be increased,
or the vesting of the benefits of which will be accelerated, by
the occurrence of any of the transactions contemplated by this
Agreement or the Tender Agreements or the value of any of the
benefits of which will be calculated on the basis of any of the
transactions contemplated by this Agreement or the Tender
Agreements.

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

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


                            ARTICLE IV
       REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE
                            PURCHASER

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

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

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

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

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

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

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

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

          4.7  Share Ownership.  As of the date of this
Agreement, the Parent and  the Purchaser own 497,800 shares of
Common Stock and will not acquire beneficial ownership of any
additional shares of Common Stock except pursuant to this
Agreement and the Tender Agreements if the result would be a
Change of Control.

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

                            ARTICLE V

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          5.4  Consents and Reasonable Best Efforts.

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

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

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

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

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

          5.6  Stockholders' Meeting; Board Recommendations;
Proxy Material.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                            ARTICLE VI

                            CONDITIONS

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

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

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

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


                           ARTICLE VII

                   ADDITIONAL COVENANTS OF THE 
              COMPANY, THE PARENT AND THE PURCHASER

          7.1  Employee Benefits.  

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

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

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

          7.2  Officers' and Directors' Insurance;
Indemnification. 

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

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

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

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

                           ARTICLE VIII

                          MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                               and

                                  Skadden, Arps, Slate, Meagher &
                                  Flom LLP 
                                  919 Third Avenue
                                  New York, New York  10022-9931

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                             FOODBRANDS AMERICA, INC.
                             ("Company")


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


                             IBP, inc.                            
                  
                             ("Parent")


                             By  /s/ Robert L. Peterson
                               _______________________________
                               Robert L. Peterson, Chairman and
                               Chief Executive Officer


                             IBP Sub, Inc.                       
                             (the "Purchaser")


                             By  /s/ Larry Shipley
                               ________________________
                               Larry Shipley, President
<PAGE>
                             ANNEX A

                 Certain Conditions Of The Offer


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

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

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

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

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

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

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

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

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

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

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


                                                  EXHIBIT A


                         TENDER AGREEMENT


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

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

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

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

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


                            ARTICLE I

                     Tender Offer and Option

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

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

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

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

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

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

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

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

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

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

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


                            ARTICLE II

                        Consent and Voting

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


                           ARTICLE III

            Representations, Warranties and Covenants
                        of the Stockholder

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

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

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

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

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

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


                            ARTICLE IV

            Representations, Warranties and Covenants
                   of the Parent and Purchaser

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

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

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

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


                            ARTICLE V

                      Additional Agreements

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

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

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

                            ARTICLE VI

                          Miscellaneous

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

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

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

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

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

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

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

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

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

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

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

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

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.


                             IBP, inc.


                             By:__________________________
                                Name:   Robert L. Peterson
                                Title:  Chairman and Chief
                                        Executive Officer 

                             Address for Notices:

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


                             IBP SUB, INC.


                             By:________________________
                                Name:   Larry Shipley
                                Title:  President

                             Address for Notices:

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


                             THE AIRLIE GROUP, L.P.

                             By:  EBD L.P., General Partner

                                   By:  TMT-FW, Inc., General
                                   Partner


                                   By:__________________________
                                      Name:  Dort A. Cameron III
                                      Title: 

                             Address for Notices:

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


                         TENDER AGREEMENT


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

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

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

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

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


                            ARTICLE I

                     Tender Offer and Option

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

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

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

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

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

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

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

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

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

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


                            ARTICLE II

                        Consent and Voting

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


                           ARTICLE III

            Representations, Warranties and Covenants
                        of the Stockholder

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

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

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

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

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

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

                            ARTICLE IV

            Representations, Warranties and Covenants
                   of the Parent and Purchaser

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

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

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

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


                            ARTICLE V

                      Additional Agreements

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

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

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


                            ARTICLE VI

                          Miscellaneous

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

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

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

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

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

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

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

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

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

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

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

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

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.

                             IBP, inc.


                             By:__________________________
                                Name:   Robert L. Peterson
                                 Title: Chairman and Chief
                                        Executive Officer

                              Address for Notices:

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



                              IBP SUB, INC.


                              By:_______________________
                                 Name:  Larry Shipley
                                 Title: President

                              Address for Notices:

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



                              JOSEPH LITTLEJOHN & LEVY FUND, L.P.

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


                                  By_____________________________
                                     Name:  Paul S. Levy
                                     Title:  General Partner 

                              Address for Notices:

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

                              JOSEPH LITTLEJOHN & LEVY FUND II,
                              L.P.

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


                                  By_____________________________
                                     Name:  Paul S. Levy
                                     Title:  General Partner 

                              Address for Notices:

                              Joseph Littlejohn & Levy
                              450 Lexington Avenue, Suite 3350
                              New York, New York  10017
                              Attn:  Paul S. Levy
<PAGE>
                                                   EXHIBIT B


                     CERTIFICATE OF AMENDMENT

                              TO THE

        AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                OF

                     FOODBRANDS AMERICA, INC.


_________________________________________________________________


             Pursuant to Sections 228 and 242 of the
         General Corporation Law of the State of Delaware


_________________________________________________________________



          Foodbrands America, Inc., a Delaware corporation (the
"Corporation"), does hereby certify as follows:

          FIRST:  The name of the corporation is Foodbrands
America, Inc., a Delaware corporation.

          SECOND:  Effective immediately upon filing of this
Amendment and without further action on the part of the
Corporation or its stockholders the provisions of Section 5.1 of
the Corporation's Amended and Restated Certificate of
Incorporation shall be amended as as described herein.

          THIRD:  That the Amended and Restated Certificate of
Incorporation of the Corporation is hereby as follows:

          (i)  Section 5.1(3) is amended by deleting the last
sentence thereof.

          (ii) A new Section 5.1(4) is added to read in its
entirety as follows:

          "(4)  Notwithstanding anything contained herein to the
     contrary, this Article Fifth shall not apply to any
     transaction or series of transactions which the Board, in
     its sole discretion upon the exercise of its fiduciary
     duties in accordance with applicable law, determines to be
     in the best interests of the stockholders of the
     Corporation.  In addition, and in any event, this Article
     Fifth shall not apply to any of the transactions
     contemplated by the Agreement and Plan of Merger (the
     "Merger Agreements"), dated as of March 25, 1997, by and
     among IBP, inc. ("IBP"), IBP Sub, Inc. and the Company and
     the Tender Agreements (as defined in the Merger Agreement)."

          FOURTH: That this Amendment has been duly adopted in
accordance with the provisions of Sections 242 and 228 of the
General Corporation Law of the State of Delaware.


          IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment to be executed in its corporate name
this _____ day of _________, 1997.


                                   FOODBRANDS AMERICA, INC.



                                   By:__________________________
                                      Name:
                                      Title: