9

                                                       EXHIBIT 10.23

                          RECIPROCAL CO-PACK 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,  a New  York  corporation  having  its
headquarters in Pittsford, New York ("Seneca").
                  CMF has sold  and  Seneca  has  purchased  most of the  canned
vegetable  business  formerly  conducted by CMF in the State of New York, except
for beets packed in glass jars, sauerkraut and some other canned vegetables. The
canned  vegetable  business sold by CMF to Seneca is hereinafter  referred to as
the "Business."
                  Prior to the sale of the  Business  to Seneca,  CMF  processed
canned  vegetables at its plants in Leicester and  Oakfield,  New York,  each of
which  contain  facilities  for canning and freezing  vegetables.  The Leicester
plant has now been purchased by Seneca.  Because it is not economically feasible
to  transfer  the  freezing  facilities  located at  Leicester  and the  canning
facilities  at  Oakfield to another  location,  Seneca has agreed to pack frozen
vegetables  at  Leicester  for the  account  of CMF,  and CMF has agreed to pack
canned vegetables at Oakfield for the account of Seneca, all as herein provided.
                  IT IS THEREFORE AGREED AS FOLLOWS:
                  1. Term of Agreement.  This Agreement shall commence on May 5,
1997 and shall have an initial  term of ten years,  until  April 28, 2007 unless
terminated  earlier  pursuant to Sections 11, 12 or 21. 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.  Frozen  Pack at  Leicester.  Seneca  agrees to pack frozen
                      vegetables  during the 1997 pack season at  Leicester  for
                      delivery to CMF in such types and in such  quantities  and
                      according  to  such  specifications  as are  described  in
                      exhibit 1 attached  hereto (the  "Frozen  Pack  Plan").  A
                      similar Frozen Pack Plan shall be negotiated and agreed to
                      by the parties for each subsequent year during the term of
                      this Agreement. Such vegetables as processed by Seneca are
                      hereinafter   referred  to  as  the  "Frozen   Pack."  The
                      obligation of Seneca to process the Frozen Pack is limited
                      to the capacity of the  facilities  at Leicester as to the
                      volume and type of frozen vegetables  previously packed at
                      Leicester by CMF.
                  3.  Canned  Pack at  Oakfield.  CMF  agrees to can  vegetables
during the 1997 pack season at Oakfield for delivery to Seneca in such types and
in such  quantities  and  according to such  specifications  as are described in
exhibit 2 attached  hereto (the "Canned Pack Plan").  A similar Canned Pack Plan
shall be negotiated and agreed to by the parties for each subsequent

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                  year  during the term of this  Agreement  Such  vegetables  as
processed  by  CMF  are  hereinafter  referred  to as  the  "Canned  Pack."  The
obligation  of CMF to process the Canned Pack is limited to the  capacity of the
facilities at Oakfield as to the volume and type of canned vegetables previously
packed at Oakfield by Curtice Burns.
                  4. Raw Product  Supply.  Pursuant  to the Raw  Product  Supply
Agreement  between  CMF  and  Seneca  dated  as of  May  5,  1997  (the  "Supply
Agreement"),  CMF  agrees to supply  all Raw  Products  for the  Frozen  Pack at
Leicester  as  provided  in the  Frozen  Pack  Plan and for the  Canned  Pack at
Oakfield as provided  in the Canned Pack Plan.  The Raw  Products so supplied to
Leicester for the Frozen Pack are hereinafter  referred to as "CMF Raw Products"
and those supplied to Oakfield for the Canned Pack are  hereinafter  referred to
as "Seneca Raw Products."
                  5. Purchase Price.  Each party shall pay the other for packing
vegetables  for such  party the cost to the  party  producing  such  vegetables,
including the cost of Raw Products. Such costs shall be determined in accordance
with the  accounting  practices and  procedures  specified in exhibit 3 attached
hereto.  Such cost shall be determined on an estimated basis during the pack. As
for  applicable  direct  cost,  such  estimate  shall be  revised  and  adjusted
accordingly  as soon as possible  following the  conclusion of the pack, and all
cost estimates  shall be adjusted to conform to actual cost no later than May of
each  year.  The cost of the  Seneca  Raw  Products  shall be the cost to CMF to
procure such Raw Products,  as adjusted, if at all, pursuant to Section 8 of the
Supply  Agreement.  The cost of the CMF Raw Products  shall be the cost incurred
for such Raw Products pursuant to the Supply Agreement.
                  6. Audit.  For a period of a year  following  the reporting by
either party to the other of costs  incurred  under this  Agreement,  each party
shall have the right on reasonable  notice to the other to examine the pertinent
records   of  the  other  to  verify  the   accuracy   of  such  costs  and  the
appropriateness  of the allocation of such costs.  However,  neither party shall
disclose  to the other any cost data other than that  necessary  to permit  such
verification.  Should any disagreement  arise as to such costs, 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.  All fees and  expenses  of the  Accountant  in  performing  its duties
hereunder shall be shared equally be Seneca and CMF, each of which hereby agrees
to pay its shares of fees and expenses.
                  7. Terms of Payment.  Each party  shall  invoice the other for
the cost of packing  vegetables on a daily basis at the time of production,  and
the  parties  agree to pay such  invoices no later than 30 days from the time of
receipt. As provided in Section 5, to the extent that such invoices are based on
estimated  costs the parties agree to review and adjust the invoices  based upon
such estimates at the end of the pack to which such invoices relate, after which
a rebate or  additional  payment  will be paid as  appropriate  based  upon such
review.


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                  8.  Packaging  and Labels.  The Frozen Pack shall be packed in
bulk in totes and liners  supplied  to Seneca by CMF at no cost to Seneca.  Such
totes and liners  shall be and shall  remain the  property of CMF. CMF shall not
label the Canned Pack,  which shall be  delivered to Seneca as bright pack.  CMF
shall  purchase  the cans needed for the Canned  Pack.  During the first year of
this  Agreement  Seneca  shall pay for such cans the cost to CMF to acquire such
cans.  Thereafter for the remaining term of this Agreement  Seneca shall pay CMF
for cans the  lower of the cost of such  cans to CMF and the cost to  Seneca  to
manufacture such cans.
                  9. Warehousing and Delivery.  Unless the parties make separate
arrangements for warehousing,  CMF shall take delivery of each day of production
of the  Frozen  Pack  FOB  Leicester  no  later  than  the  day  following  such
production,  and Seneca  shall take  delivery of each day of  production  of the
Canned Pack FOB Oakfield no later than the day following such production.
                  10. Maintenance of Equipment.  The equipment necessary to pack
the Frozen Pack at Leicester  is as specified on exhibit 4 attached  hereto (the
"Frozen  Equipment")  and the  equipment  necessary  to pack the Canned  Pack at
Oakfield is as  specified  on exhibit 5 attached  hereto (the "Can  Equipment").
Seneca agrees to record on its books the value assigned to the Frozen  Equipment
at the time of purchase from CMF and to charge depreciation  thereon in the same
manner as was charged by CMF prior to the sale of such equipment to Seneca.  CMF
agrees to  continue  to record  on its books the value of the Can  Equipment  as
specified as of the date of this  Agreement and to continue to  depreciate  such
equipment at the same rate  charged  previously.  Seneca  agrees to maintain and
repair and insure for replacement value the Frozen Equipment so as to be able to
process the Frozen Pack  expeditiously  and  economically for CMF and not to use
the Frozen  Equipment to pack frozen foods for anyone other than CMF. CMF agrees
to maintain and repair and insure for replacement  value the Can Equipment so as
to be able to process the Canned Pack  expeditiously and economically for Seneca
and not to use the Can  Equipment  to pack  canned  foods for anyone  other than
Seneca.  The parties agree to consult with each other  concerning  the status of
the  Frozen  Equipment  and  the  Can  Equipment.  To the  extent  that  capital
improvements are required for the efficient  operation of the Frozen  Equipment,
CMF agrees to pay for such  improvements  and to permit  Seneca to  install  and
operate such  improvements at Leicester in conjunction with the Frozen Equipment
("CMF  Capital  Improvements").  To the extent  that  capital  improvements  are
required for the efficient operation of the Can Equipment,  Seneca agrees to pay
for such improvements and to permit CMF to install and operate such improvements
at  Oakfield  in   conjunction   with  the  Can   Equipment   ("Seneca   Capital
Improvements").



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                  11. Purchase of Frozen Equipment.  At any time between the end
of the annual Frozen Pack and the next March 31 thereafter CMF may notify Seneca
in writing of its  election to  purchase  and remove the Frozen  Equipment  from
Leicester to a location  specified  by CMF.  Following  such notice,  the Frozen
Equipment  shall  remain in place and be used by the parties for the pack of the
Frozen  Pack  pursuant  to this  Agreement  for the  ensuing  season;  upon  the
conclusion of that pack, the Frozen  Equipment and the CMF Capital  Improvements
shall be  moved  as  directed  by CMF.  As the  purchase  price  for the  Frozen
Equipment,  CMF will at the time of removal thereof pay Seneca the book value of
such  equipment.  CMF shall also pay for the relocation of the Frozen  Equipment
and the CMF Capital  Improvements.  Seneca  shall  deliver to CMF a bill of sale
transferring  title to the Frozen Equipment free and clear of all  encumbrances.
Once the  purchase and removal of the Frozen  Equipment  as herein  provided has
been  completed,  this Agreement shall terminate as to the Frozen Pack and be of
no further  force and effect  except as it pertains to the Frozen Pack  produced
prior to such termination.  The parties shall cooperate in filing such documents
as are reasonably required to establish the option of CMF under this Section 11.
                  12. Purchase of the Can Equipment. At any time between the end
of the annual Canned Pack and the next March 31 thereafter Seneca may notify CMF
in writing of its  election  to  purchase  and  remove  the Can  Equipment  from
Oakfield to a location  specified  by Seneca.  Following  such  notice,  the Can
Equipment  shall  remain in place and be used by the parties for the pack of the
Canned  Pack  pursuant  to this  Agreement  for the  ensuing  season;  upon  the
conclusion of that pack, the Can Equipment and the Seneca  Capital  Improvements
shall be  moved  as  directed  by  Seneca.  As the  purchase  price  for the Can
Equipment,  Seneca will at the time of removal thereof pay CMF the book value of
such  equipment.  Seneca shall also pay for the  relocation of the Can Equipment
and the Seneca Capital Improvements.  CMF shall deliver to Seneca a bill of sale
transferring title to the Can Equipment free and clear of all encumbrances. Once
the  purchase  and  removal of the Can  Equipment  as herein  provided  has been
completed,  this  Agreement  shall  terminate as to the Canned Pack and be of no
further force and effect except as it pertains to the Canned Pack produced prior
to such termination. The parties shall cooperate in filing such documents as are
reasonably required to establish the option of Seneca under this Section 12.
                  13. Quality and Compliance. All vegetables produced under this
Agreement shall be wholesome,  merchantable and fit for human  consumption,  and
unless  otherwise  agreed  shall meet normal  grade  quality for  available  Raw
Products consistent with historical  experience  regarding grade  differentials.
Each party shall promptly notify the other of any significant matter relating to
any  of  the  vegetables  produced  under  this  Agreement  including,   without
limitation,  any citation or  regulatory  action by any federal,  state or local
authority or regulatory agency that relates to the quality or merchantability of
the vegetables; any bacterial, chemical, pesticide or other communication of any
of the vegetables or other  condition of any of the vegetables that violates any
federal,  state or local food and drug law or  regulation;  or any  mislabeling,
misbranding or adulteration of any of the vegetables.


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                  14. FDA  Compliance.  Each party warrants and guarantees  that
the  vegetables  which it produces  under this  Agreement  shall comply with all
federal  and state  pure food laws and  regulations,  as  amended,  and that the
vegetables will not be adulterated  within the meaning of the Federal Food, Drug
and Cosmetic Act  (hereinafter  the "Federal Act") or any similar state statute,
and will not be an article which may not, under the provisions of Section 404 of
the Federal Act, be introduced into interstate commerce. Neither party shall use
any food additive in the  vegetables,  as defined in the Federal Act, unless the
other  party  has   approved   its  use  and  the  United   State  Food  &  Drug
Administration,  or the United States Department of Agriculture, as appropriate,
either has exempted it from the food additive requirements of the Federal Act or
has prescribed  the conditions  under which it may be safely used, in which case
the prescribed conditions shall be complied with.
                  15.   Access.   Representatives   of  each  party  shall  have
reasonable access during the term of this Agreement to all locations, and to all
production and quality records located  thereon,  where  vegetables to be packed
under this Agreement are being  processed,  stored or loaded,  to the extent the
same may be relevant,  necessary and  appropriate to either  party's  efforts in
monitoring the quality  control and assuring  compliance  under this  Agreement.
Either party, at its option,  may send qualified  representatives to the other's
processing  facility  during any time  vegetables are being processed under this
Agreement,   for  the  purpose  of  monitoring   quality  control  and  assuring
compliance.  In the event this option is exercised,  the party at whose facility
the visiting  representatives  are working shall furnish space in such facility,
together  with  utilities  furnished  to such space,  in order that  grading and
testing  of  ingredients,  materials  and  vegetables  may be carried on as said
representatives  deem  appropriate.  Such  qualified  representatives'  actions,
inaction,  acceptance  or rejection of  vegetables  hereunder  shall not relieve
either party of its responsibilities under this Agreement.
                  16. Consumer Complaints.  In the event of consumer complaints,
claims or legal actions alleging damage,  death,  illness or injuries  resulting
from  consumption or use of any vegetables  produced under this  Agreement,  the
party marketing those  vegetables shall forthwith notify the party that produced
them, and both shall make an investigation.  The parties agree the investigation
by the claims services of the National Food Processors  Association (NFPA) shall
satisfy  both  parties'  investigative  requirements.  The  findings of any such
investigation  shall serve as the basis for negotiations  between the parties to
determine their respective  shares, if any, of the  responsibility  and cost for
the defense  thereof,  in whole or in part. The parties agree to pursue any such
negotiations in good faith for a period not less than ninety (90) days following
actual  notice to each of them of the  results of the  investigation,  following
which  period  either  party may pursue  such  remedies as it may have at law or
equity.  If, on the basis of the NFPA  investigation  or otherwise,  the parties
have reason to believe that an entity not affiliated with either party caused or
contributed  to the alleged defect or harm which is the basis for the complaint,
claim or action,  the parties will  cooperate in asserting and  enforcing  their
rights against that entity.


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                  17.  Recalls and  Seizures.  In the event of a recall (as that
term is defined under  appropriate  regulations of the United States Food & Drug
Administration)  or any seizure  (as that term is defined  under the Federal Act
and applicable Federal regulations) of any vegetables produced hereunder, and in
the event such  recall or seizure has  resulted  from any act or omission of one
party hereto which would require its indemnification under this Agreement of the
other party hereto, the indemnifying party immediately shall reimburse the other
party for all  out-of-pocket  direct  expenses  incurred  by the other  party in
connection with the recall or seizure,  and shall replace the vegetables subject
to the recall or seizure.
                  18. Title and Risk of Loss.  CMF shall  transfer  title to the
Canned Pack to Seneca and Seneca shall  transfer title to the Frozen Pack to CMF
as of the time,  date, and place of delivery,  free and clear of liens and other
claims by third  parties.  Risk of loss  shall  pass from one party to the other
upon such transfer of title.
                  19.  Confidential   Information.   During  the  term  of  this
Agreement,  and for a period of four (4) years  thereafter,  neither party shall
disclose  to any  third  parties,  nor use,  except in the  performance  of this
Agreement,  any trade  secrets or  information  received  from the other  party;
provided,  however,  this  obligation of  confidentiality  and non-use shall not
apply or shall  cease to apply to  information  which (1) was known to the party
charged with confidentiality before disclosure;  (2) was in the public domain as
of the date of disclosure,  or subsequently comes into the public domain; or (3)
is subsequently legally acquired by the party charged with confidentiality.  The
parties agree that exhibits 1 and 2 shall constitute confidential information.
                  20.  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, accident, flood, sabotage, inability to obtain raw materials or
fuel or power,  governmental laws, regulations or orders,  breakage of machinery
or any other 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  20 shall be handled as a pack  shortfall  pursuant  to the Supply
Agreement.

               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:  (1) 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;


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                           (2)      The other party becomes insolvent within the
                                    meaning of any bankruptcy or insolvency law,
                                    or makes an  assignment  for the  benefit of
                                    its creditors.
                           (3)      An  attachment,  execution or lien is levied
                                    against  vegetables 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;
                           (4)      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; or
                           (5)      The other  party's  ability to  produce  and
                                    deliver   vegetables    pursuant   to   this
                                    Agreement is impaired by substantial  damage
                                    or destruction  of its processing  facility,
                                    and  such  damage  or   destruction  is  not
                                    repaired   within   thirty  days.   If  this
                                    Agreement  is  terminated  pursuant  to this
                                    Section  21(5)  because  of  fire  or  other
                                    damage to the  Frozen  Equipment  or the Can
                                    Equipment, then following such damage either
                                    party may  exercise  its option to  purchase
                                    equipment as provided in Sections 11 and 12,
                                    in which event the party entitled to receive
                                    the damaged  equipment shall instead be paid
                                    the insurance  proceeds  payable as a result
                                    of the damage to such equipment.
                  22.  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 all 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  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 it in so cooperating.
                  23.  Severability.  If any  provision  herein  is  held  to be
illegal, invalid, or unenforceable in any jurisdiction,  such provision shall be
fully  severable and this  Agreement  shall be construed and enforced as if such
provision had never  comprised a part hereof;  the remaining  provisions  hereof
shall  remain  in full  force and  effect  and  shall  not be  affected  by such
provision or by its severance herefrom.  Furthermore,  in lieu of such provision
there shall be added  automatically  as part of this  Agreement  a provision  as
similar in terms to such illegal,  invalid, or unenforceable provision as may be
possible and be legal, valid, and enforceable, and which will give effect to the
intention of the parties.


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     24.  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.

     25. 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.

     26.  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 fax or Federal
Express,  or mailed postage prepaid, to the following  addresses:  As to Curtice
Burns: Comstock Michigan Fruit A Division of Curtice Burns Foods, Inc. 90 Linden
Place Rochester, New York 14625 Attn: President

         With a copy to:

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

         As to Seneca:

         Seneca Foods Corporation
         1162 Pittsford-Victor Road
         Pittsford, New York  14534
         Attn:  President

         With a copy to:

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

          27.  Modification.   This  Agreement  cannot  be  modified  except  in
               writing, signed by both parties hereto.



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     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