12

                                                                   EXHIBIT 10.22
                          RAW PRODUCT SUPPLY AGREEMENT


         THIS  AGREEMENT is  effective as of May 5, 1997 by and between  Curtice
Burns Foods,  Inc.,  acting through its Comstock Michigan Fruit Division ("CMF")
and Seneca  Foods  Corporation  ("Seneca").  Seneca  cans  vegetables  at plants
located in western New York in Geneva,  Marion,  Leicester,  East Williamson and
Newark (the "Seneca Plants"), as well as at plants in other states. CMF operates
plants in western New York for the production of canned and frozen vegetables at
Bergen, Oakfield, Barker, Gorham, Shortsville and Waterport (the "CMF Plants").

         By this  agreement,  the parties agree to coordinate the procurement of
certain  vegetables to meet their  requirements  which are to be obtained either
(a) from crops grown in western New York or (b) from crops needed for processing
at their plants in New York that are grown outside New York ("Raw  Products") so
as to  achieve  economies  of  production  and  delivery  of  Raw  Products  for
processing. They have agreed that CMF shall be responsible for procuring all Raw
Products for delivery to both the Seneca Plants and the CMF Plants.

         It is therefore agreed as follows:

1. Term and Exclusivity. Beginning with the western New York 1997 growing season
and  continuing  through the western New York growing season of 2006, CMF agrees
to obtain and  deliver to Seneca and Seneca  agrees to  purchase  from CMF green
peas,  snap beans,  sweet corn,  red beets,  carrots and cabbage as required for
processing by Seneca at the Seneca Plants.  On April 28 of each year  commencing
in 1998, the term of this Agreement  shall be extended for one additional  year,
without  action by either  party,  unless  prior to April 28 either  party gives
notice that it will not agree to any  additional  extensions of the term. In the
event of such  notice,  the  term of the  agreement  shall  be fixed  and not be
subject to any additional automatic extensions.

         2. Raw Product Plan. The quality,  quantity and variety of Raw Products
of  Seneca  and the  location  to  which  they are to be  delivered  shall be as
established  in an annual raw product plan (the  "Seneca  Plan") and attached to
this  Agreement  as  an  addendum.  The  Seneca  Plan  shall  also  include,  as
attachments,  grower  contracts  agreed upon by both parties for that plan year.
The Seneca Plan for the 1997 growing season is attached hereto as Exhibit 1. For
each subsequent year during the term of this agreement,  Seneca shall deliver to
CMF an estimated  Seneca Plan no later than January 15 of the year preceding the
growing season for that year.

<PAGE>


     The parties  shall consult  thereafter  and come to agreement no later than
the following March 1 as to the final Seneca Plan for the growing season of that
year.

         3. Quantity of Raw Products.  It is the expectation of the parties that
Seneca  shall  purchase  from CMF each year  during  the term of this  agreement
approximately   244,000  tons  of  Raw  Products,   based  upon  the  historical
requirement of Seneca for 160,000 tons of Raw Products and the 84,000 tons which
have been required for the canned  vegetable  business  purchased by Seneca from
CMF as of May 5, 1997. The parties  recognize and acknowledge that such quantity
will vary from year to year as required by economic conditions.  However, in any
event,  Seneca  agrees  to  purchase  from CMF a minimum  of 84,000  tons of Raw
Products each year during the term of this agreement,  whether  processed in the
Seneca  Plants  or  processed  for  canning  by CMF on  Seneca's  behalf  at the
Oakfield, New York plant of CMF.

         4. Raw Product  Procurement.  It is the responsibility of CMF to select
the growers and to contract  and arrange for the growing and  harvesting  of Raw
Products  each year in  accordance  with the  Seneca  Plan.  CMF  shall  also be
responsible  for the  delivery of the Raw Products  for  processing  on a timely
basis in accordance with the production  schedule for the location to which such
crops are to be  delivered,  as specified in the Seneca Plan.  Through its field
service  employees,  CMF shall inform Seneca on an  as-required-by-Seneca  basis
concerning  the prospects for harvest of the Raw Products to be processed  under
the current Seneca Plan. CMF agrees its field service  employees will provide 24
hour  service.  Seneca may reject Raw Products  which upon  inspection by Seneca
fail to meet the quality requirements or pesticide  limitations set forth in the
Seneca Plan.

         5.  Processing.  It is the  responsibility  of  Seneca to  receive  and
process the Raw Products as delivered in accordance with the Seneca Plan. Seneca
shall notify CMF as soon as possible of any  anticipated  inability of Seneca to
accept and  process Raw  Products in  accordance  with the Seneca  Plan.  To the
extent Seneca fails to accept Raw Products as specified in the Seneca Plan,  and
provided Raw Products  are  available at the time,  Seneca may decide to release
such  products to CMF either for its use or for sale on the open market.  If all
available  Raw Products are not  processed or sold,  the  remaining Raw Products
will be  considered  Bypassed  Crops.  Compensation  for Bypassed  Crops will be
determined as described in Section 12 of this agreement.



<PAGE>


         6. Title and Risk of Loss.  Title to the Raw  Products  shall pass from
CMF to Seneca upon delivery and acceptance at a Seneca Plant in accordance  with
the Seneca Plan.  Risk of loss of the Raw  Products  shall remain with CMF until
the time of such delivery and acceptance,  at which time such risk of loss shall
pass to Seneca.

         7. Facilities at Seneca Plants.  Seneca has previously  conducted field
services  for the Seneca  Plants  through its own  employees,  most of whom have
become employees of CMF providing  comparable field services as provided in this
Agreement.  Seneca  agrees  to  provide,  at no cost to CMF,  office  space  and
secretarial  assistance at each of the Seneca Plants which is comparable to such
facilities  as were  provided  by Seneca for field  service  purposes  when such
services were performed by employees of Seneca. Seneca also agrees to permit CMF
to install,  at the expense of CMF,  mainframe  computer  terminals  and related
equipment  in each of the Seneca  Plants  for the use of the CMF field  staff in
performing its obligations under this agreement.



<PAGE>


               8. Pricing. The price to be charged by CMF for its services under
this agreement is to be determined as follows:

                  a.  For  all  Raw  Products  sourced  in New  York  State  and
delivered to Seneca Plants  pursuant to this Agreement  which CMF has contracted
to obtain at the commercial  market value ("CMV") thereof,  Seneca shall pay CMF
the CMV of such Raw  Products.  CMV shall be  calculated  in the same  manner as
determined between CMF and Pro-Fac Cooperative, Inc. ("Pro-Fac") for the same or
similar raw products sold by Pro-Fac to CMF in  accordance  with the current CMF
Raw Product  Plan for the CMF Plants  (the "CMF  Plan").  The  parties  agree to
confer as to those  situations  where CMF shall  procure Raw Products at a price
different from CMV. In such instances as CMF contracts for Raw Products required
for the Seneca Plan and for the CMF Plan at a price which is different  from CMV
(the "Contract  Products"),  then Seneca shall pay for such Contract Products as
follows:

     (i) Where the price of Contract  Products exceeds CMV, Seneca shall pay for
such Contract  Products  supplied for the Seneca Plan a portion of the excess of
such  price  above  CMV  equal  to that  portion  of such  excess  price  as the
requirement  for such crop as specified in the Seneca Plan bears to the combined
requirements  for  such  crop as  specified  in the  Seneca  Plan  and CMF  Plan
together. For example, assume the contract price for corn is $10 per ton greater
than CMV, that Seneca  requires  60,000 tons of corn under the Seneca Plan, that
there are 100,000 tons of corn required by Seneca and CMF together,  that 20,000
of such  100,000  tons are  Contract  Products,  that the  total  excess  of the
Contract Products price over CMF is thus $200,000,  and that CMV is $50 per ton.
Seneca will pay CMV of $3.0 million plus $120,000, for a total of $3,120,000 for
its corn.  CMF will pay CMV of $2.0  million  plus  $80,000,  for a net total of
$2,080,000 for its corn.

     (ii) Where the price of Contract  Products is less than CMV,  Seneca  shall
pay less than CMV by an amount  equal to that portion of such lower price as the
requirement  for such crop as specified in the Seneca Plan bears to the combined
requirements  for  such  crop as  specified  in the  Seneca  Plan  and CMF  Plan
together.  For example,  assume the facts are the same as set forth above except
that the  contract  price for corn is $10 per ton less than CMV,  resulting in a
total  variance of $200,000  below CMV. Then Seneca will pay CMV of $3.0 million
less $120,000,  for a total of $2,880,000 for its corn. CMF will pay CMV of $2.0
million less $80,000, for a net total of $1,920,000 for its corn.



<PAGE>


As required  for  payment and other  purposes  under this  Agreement,  CMV or an
average  of CMV and the cost of the  Contract  Products  shall be  estimated  in
accordance with the practices of CMF and Pro-Fac and shall be finally determined
for each growing season on or before December 31 of each year.

                  b. Raw  Products  obtained  for Seneca by CMF pursuant to this
agreement from sources  outside New York State will be priced at the cost to CMF
for such Raw Products.

                  c. In  addition  to  paying  the  price  for Raw  Products  as
provided  above,  Seneca  will  also  reimburse  CMF for the  acquisition  costs
incurred by CMF in delivering Raw Products to Seneca Plants, including,  without
limitation,  harvesting,  hauling,  insect  control,  insurance  and  any  other
expenses  incurred in connection with the delivery of Raw Products to the Seneca
Plants.  The costs of CMF shall be  determined  in  accordance  with  historical
accounting  practices  of CMF and be open for  review by Seneca as  provided  in
Section 19. It is also agreed that Seneca  shall deduct from amounts owed to CMF
an amount equal to the value of services and supplies  provided by Seneca to CMF
for the production and delivery of Raw Products to Seneca.

                  d. Seneca will also  reimburse  CMF for its cost of  providing
other field  services  pertaining  to the  sourcing of Raw  Products  for Seneca
incurred in connection with the performance by CMF of its responsibilities under
this  agreement.  In  determining  such cost,  expenses  will be  allocated on a
tonnage  basis  between field  services  provided for Seneca and field  services
provided for CMF with regard to obtaining and delivering Raw Products to the CMF
Plants. Accordingly,  Seneca shall pay CMF as such reimbursement a percentage of
the total cost of such field  services equal to the percentage of the total tons
of Raw  Products  delivered  to  Seneca  over  the  total  tons of Raw  Products
delivered to Seneca and CMF.

                  e. For  purposes of this  Section 8, the costs of CMF shall be
determined in accordance with historical  accounting  practices of CMF and shall
be subject to audit by Seneca as provided in Section 19.

         9.       Terms of Payment.
                  a. The purchase  price set forth in Section 8(a) and (b) shall
be paid as follows:  For peas,  Seneca  shall pay 50% of the  purchase  price no
later than August 15 of the year of delivery and the remaining 50% no later than
December 15 of the year of delivery. For all other Raw Products Seneca shall pay
50% of the cost of such crop within 30 days of delivery to a Seneca

<PAGE>


                  Plant  and the  remaining  50% no  later  than  the  following
February 15. CMF shall invoice  Seneca for  deliveries  on a weekly  basis.  The
invoices shall indicate the due dates for payment.

                  b. CMF shall  invoice  Seneca  monthly for its costs  incurred
which are  payable by Seneca as  provided  in Section  8(c) and (d),  and Seneca
shall pay CMF the invoiced  amounts  within 30 days of receipt of such  invoice,
except that 75% of hauling and  harvesting  charges shall be paid within 15 days
of receipt of such invoice and the final 25% 30 days after the last harvest date
for the crop to which such hauling and harvesting relates.

         10. Crop  Shortfall.  If CMF invokes the  provisions  of force  majeure
pursuant  to Section 17 of this  agreement,  CMF may reduce the  quantity of the
affected  categories of Raw Products sold to Seneca below the quantity  required
pursuant to the Seneca Plan for the year,  but only to the extent  necessary  to
allow a pro rata  allocation  between Seneca and CMF, based upon the Seneca Plan
and the CMF Plan,  of the actual  production  of the affected  categories of Raw
Products.  In determining such a pro rata  allocation,  CMF shall provide Seneca
with sufficient  information from the CMF Plan for the applicable growing season
pertaining  to the affected  categories  of Raw  Products to establish  that the
reduction of Raw Products  provided to Seneca is in accordance with this Section
10.  Notwithstanding the foregoing,  any category of Raw Product of a particular
grade provided only to Seneca and not to CMF, or grown from seeds  designated by
Seneca for a  particular  product  required by Seneca (the  "Seneca  Products"),
shall be  provided  solely to Seneca  and  shall  not be  subject  to a pro rata
allocation in the event of a crop  shortfall.  In the event of a crop  shortfall
for any category of Raw Products, Seneca shall have the right, at its option, to
purchase additional quantities of such Raw Products of a lesser grade or quality
than was specified in the applicable  Seneca Plan.  Such  additional  quantities
shall be subject to proration between CMF and Seneca as provided above.

         11.  Overproduction.  If crop yields for a growing  season result in an
excess of Raw Products  beyond the volumes  contemplated  in the Seneca Plan and
the CMF Plan,  ("Overproduction"),  then  (subject to the  provisions of Section
13),  CMF and Seneca shall  purchase  such  Overproduction,  on a pro rata basis
determined  based on requirements  for such Raw Products as are specified in the
Seneca Plan and the CMF Plan. In determining such allocation,  CMF shall provide
Seneca with sufficient  information from the CMF Plan for the applicable growing
season  pertaining to the affected  categories of Raw Products to establish that
the  Overproduction  allocated to Seneca is in accordance  with this Section 11.
Notwithstanding  the foregoing,  any  Overproduction of the Seneca Products,  as
defined in Section 10,  shall be  allocated  solely to Seneca under this Section
11.



<PAGE>


         12.  Facilities  Operated by Seneca or CMF Located  Outside of New York
State. To the extent that raw product is available from Seneca or CMF facilities
located  outside of New York  State,  and  provided  there is  insufficient  Raw
Product  available under this Agreement,  each company has first priority use of
its own raw product from outside of New York State,  and the other company shall
then have second  priority  use of such raw product  over third  parties.  It is
agreed that raw product processed from company owned facilities  located outside
of New York State will not be considered in any of the pro rata  allocations  as
identified in Section 10.

         13.  Bypassed  Crops.  Raw Products fit for harvesting and suitable for
processing  under the  provisions  of the Seneca Plan which are not harvested at
the  direction of Seneca shall be referred to as "Bypassed  Crops."  Payments by
Seneca for Bypassed  Crops shall be governed by the  provisions  of this Section
13. The  quantity of the  Bypassed  Crops shall be  determined  by  harvesting a
portion of the planting, sampling, or some other means acceptable to the parties
to  determine  the yield of the  unharvested  acreage and the amount of Bypassed
Crops.  Initially,  the value of such  Bypassed  Crops  shall be the price which
would have been payable had such Bypassed  Crops been harvested and delivered in
accordance  with the Seneca Plan,  less any cost not incurred for harvesting and
delivering  such  Bypassed  Crops as set forth in the Seneca Plan,  and plus any
costs associated with  determining the yields of the unharvested  acreage of the
Bypassed  Crops.  The value of the  bypassed  crops shall be held in a "bypassed
pool", which shall be established for each commodity separately. Compensation to
cover  the  expense  of the  bypassed  pool  shall  be  shared  equally  between
Seneca/CMF  and the growers for that specific  commodity,  such that the growers
contribute 50% of the expenses and Seneca/CMF match the grower contributions, to
a maximum  dollar  value equal to 7% of the total value of that  commodity.  Any
expenses that exceed the 7% limit shall be borne by the growers if the excess is
the  result of  agricultural  perils,  and if the  excess is the result of plant
operations  issues shall be borne by Seneca  and/or CMF. The  allocation  of the
excess,  if any, between Seneca and CMF shall be mutually agreed upon at the end
of each growing season.

         14.  Sale of  Overproduction  and  Bypassed  Crops.  To the extent that
neither Seneca nor CMF want the Overproduction  allocable to them as provided in
Section 11 or  Bypassed  Crops as  provided  in Section  13,  then CMF will make
commercially  reasonable efforts to sell such  Overproduction and Bypassed Crops
at the highest available price under such terms and conditions as are acceptable
to CMF. The net  proceeds  from any such sale shall be retained by CMF and shall
be  deducted  from the amount  otherwise  payable by Seneca to CMF  pursuant  to
Section 8(a), 8(b), 11 and 13.



<PAGE>


     15. Seeds and Proprietary Information.  Two classes of seeds from which Raw
Products are to be grown for Seneca and CMF are  contemplated by this Agreement:
Generic Seed and Proprietary Seed. a. Generic Seed: To the extent that such seed
is available  from Seneca,  CMF agrees to buy, and Seneca  agrees to sell,  such
seeds at the actual  cost paid by Seneca for such seed.  Payment by CMF for such
seed shall be made by a deduction of the cost thereof from the first  payment of
the purchase  price of such Seneca  Products  pursuant to Section 9. The parties
agree that CMF will  thereafter  resell such seed to their growers at the actual
cost paid by CMF for such seed. CMF agrees to direct the growers to whom seed is
sold by CMF to comply with any usage restrictions  applicable to such seed which
may be required by Seneca. b. Proprietary Seed: Proprietary Seed as used in this
Agreement  shall refer to seed which  comprises  trade  secrets of The Pillsbury
Company  ("Pillsbury").  To the extent the  Proprietary  Seed is available  from
Seneca,  Seneca  agrees to provide such seed to CMF at its effective  cost.  CMF
shall, in turn,  provide such seed at no cost to growers.  In  consideration  of
being granted access to Pillsbury's  trade secrets,  CMF agrees to enter into an
agreement  with  Pillsbury in the form  attached  hereto as Exhibit 2, and shall
include within its standard grower contracts any restrictive provisions required
by Seneca or Pillsbury.  All trade secret and other intellectual property rights
embodied in the  Proprietary  Seed  provided  by Seneca to CMF shall  remain the
property of  Pillsbury  and may be used solely for the  production  of crops for
Seneca.  No  transfer  of  such  rights  shall  be  accomplished  by  any  other
agreements, and CMF will not transfer such seed or crops grown from such seed to
any other party.  The provisions of Section 14 hereof shall not be applicable to
crops resulting from  Proprietary  Seed unless crops are sold as ensilage or the
like.

         16. Sweet Corn  Ensilage.  CMF shall sell or  otherwise  dispose of all
sweet corn ensilage created as a result of the growing of Raw Products  pursuant
to this  Agreement.  Initially,  CMF shall retain the proceeds  from the sale of
such ensilage, and Seneca shall reimburse CMF for any cost incurred in disposing
of such ensilage attributable to the Seneca Plants to the extent that such costs
exceed  the  proceeds  of the sale.  On an annual  basis,  such  costs  shall be
invoiced by CMF and paid by Seneca,  and to the extent the proceeds from sale of
ensilage  attributable  to Seneca Plants  exceed such costs,  CMF shall pay such
excess to Seneca.

         17. Pesticide  Treatment and Records.  CMF agrees to direct the growers
of Raw  Products  to be sold to Seneca  pursuant to this  Agreement  to use only
those  pesticides  that are registered  under the  applicable  provisions of the
Federal  Insecticide,  Fungicide and Rodenticide Act and to use those pesticides
in a matter  consistent  with their  labeling.  CMF will use reasonable  efforts
consistent with industry standards to assure compliance with such requirement by
the growers who produce Raw Products for Seneca pursuant to this Agreement.  CMF
will provide to Seneca  records of all  pesticide  applications  to Raw Products
delivered to Seneca Plants

<PAGE>


pursuant  to this  Agreement.  Such  records  shall be  supplied  at the time of
delivery of such Raw Products at the Seneca Plants.  Seneca shall have the right
to restrict  the use of certain  pesticides  if in its opinion it is in its best
interest. Such restrictions will be identified in the annual Seneca Plan.

         18. Force Majeure.  If the performance of any part of this Agreement by
either party is prevented,  hindered or delayed by reason of any cause or causes
beyond the control of such party due to acts of God, war, riot, fire, explosion,
flood,   sabotage,   inability  to  obtain  raw  materials  or  fuel  or  power,
governmental  laws,  regulations  or orders,  breakage of machinery or any cause
beyond the reasonable control of such party, or labor unrest, strike, lockout or
injunction,  as the case may be and which  cannot be overcome by due  diligence,
the party affected shall be excused from such  performance to the extent that it
is necessarily prevented, hindered or delayed thereby. During the continuance of
any such happening or event,  this contract shall be deemed suspended so long as
and to the extent that any such cause  prevents or delays its  performance.  Any
reduction of  deliveries of Raw Products by CMF excused by this Section 18 shall
be handled as a crop shortfall pursuant to Section 10.

         19. Audit.  Within one year following the reporting by CMF to Seneca of
costs  claimed  by CMF to have been  incurred  under this  Agreement  (or of the
proceeds of sale in excess of costs under  Section  16),  Seneca  shall have the
right on  reasonable  notice to CMF to examine the  pertinent  records of CMF to
verify the accuracy of costs (or proceeds  under  Section 16) so reported by CMF
and the appropriateness of the allocation of such costs (or proceeds).  However,
CMF shall not  disclose  to Seneca any cost data other  than that  necessary  to
permit such  verification by Seneca.  Should any  disagreement  arise as to such
costs which  Seneca and CMF are unable to resolve,  the matter shall be referred
for resolution to a Big-Six public  accounting  firm mutually  acceptable to and
independent from Seneca and CMF (the  "Accountant").  Upon the engagement of the
Accountant,  Seneca  and CMF shall each  submit a  statement  to the  Accountant
setting  forth  its  respective   position   regarding  the  disagreement.   The
determination  of the  Accountant  shall  be  conclusive  and  binding  upon the
parties.  An  adjustment,  if any, to Seneca's  cost shall be made in accordance
with the Accountant's determination.  All fees and expenses of the Accountant in
performing its duties  hereunder shall be shared equally by Seneca and CMF, each
of which hereby agrees to pay its share of such fees and expenses.

     20.  Indemnification.  Each party hereto agrees to fully indemnify,  defend
and hold the other party harmless from any and all claims,  complaints,  losses,
costs, expenses,  damages or fees (including reasonable attorneys' fees) arising
from or  associated  with any  failure by such  party to comply  with the terms,
undertakings or commitments  set forth in this Agreement.  Each party waives any
claim,  or right to seek  indemnification,  for  consequential  damages.  If the
indemnifying party shall so request, the indemnified

<PAGE>


         party agrees to cooperate with the  indemnifying  party and its counsel
in contesting  any claim which the  indemnifying  party elects to contest or, if
appropriate,  in making any counterclaim against the person asserting the claim,
or  any  cross-complaint  against  any  person.  The  indemnifying  party  shall
reimburse the  indemnified  party for any expenses  incurred by the  indemnified
party in so cooperating.

     21.  Termination.  Without  prejudice to any other rights  either party may
have under this Agreement,  applicable law or rule of equity, either party shall
have the option to terminate this Agreement in the event:

                    a.   The other party commits a material  breach of any term,
                         covenant or condition of this Agreement and such breach
                         is not  remedied  within  thirty  (30)  days  after the
                         aggrieved  party has sent written notice of such breach
                         to the other party;

                    b.   The other party become  insolvent within the meaning of
                         any   bankruptcy  or   insolvency   law,  or  makes  an
                         assignment for the benefit of its creditors.

                    c.   An attachment,  execution or lien is levied against Raw
                         Products  under  this  Agreement  and such  attachment,
                         execution  or lien is not remedied  within  thirty (30)
                         days after the aggrieved  party has sent written notice
                         of such event to the other party.

                    d.   A  controlling  interest  in the other party is sold or
                         transferred, other than by gift or inheritance,  unless
                         there is a mutual agreement to the change.

Notwithstanding  the  election of either party to  terminate  this  Agreement as
provided above,  such termination shall not be effective until the conclusion of
the growing  season for the year  following  the year in which such  election to
terminate is made.

22.  Non-Assignment.  This  Agreement may not be assigned by either party hereto
     without the prior written  consent of the other party,  which consent shall
     not be unreasonably withheld. Any attempted assignment without such consent
     shall be void.


<PAGE>


23.  Independent  Contractors.  It is understood  that neither Seneca nor CMF is
     the agent or  partner of the other,  and that this  Agreement  shall not be
     construed as a joint venture  between them. It is further  understood  that
     neither  party shall be  responsible  for the debts or  obligations  of the
     other,  and neither party has the authority to bind or act on behalf of the
     other.

24.  Notices. All notices, requests, demands or other communications required or
     permitted  under  this  Agreement  shall be given in  writing  and shall be
     deemed to have been given if  delivered  personally,  sent by  facsimile or
     Federal Express, or mailed postage prepaid, to the following addresses:  As
     to CMF:  Comstock Michigan Fruit A Division of Curtice Burns Foods, Inc. 90
     Linden  Place  Rochester,   New  York  14625  Attn:   President  Facsimile:
     716-383-1606



         With a copy to:

         Thomas M. Hampson
         Harris Beach & Wilcox, LLP
         130 East Main Street
         Rochester, New York   14604-1687
         Facsimile:  716-232-6925

         As to Seneca:

         Seneca Foods Corporation
         1162 Pittsford-Victor Road
         Pittsford, New York  14534
         Attn:  President
         Facsimile:  716-385-4249

         With a copy to:

         William I. Schapiro
         Jaeckle Fleischmann & Mugel
         Fleet Bank Building
         Twelve Fountain Plaza
         Buffalo, New York   14202-2292
         Facsimile:  716-856-0432


                  IN WITNESS  WHEREOF,  the  parties  hereto duly  execute  this
Agreement as of May 5, 1997.


CURTICE BURNS FOODS, INC.                   SENECA FOODS CORPORATION


By: /s/ Earl L. Powers                      By         /s/ Phillip Parras

Title: Chief Financial Officer              Title: Vice President - Finance