PURCHASE AGREEMENT

                          by and among

                      SEABOARD CORPORATION,

                       MAXWELL FARMS, LLC,

                    GOLDSBORO MILLING COMPANY

                               and

                       GM ACQUISITION, LLC

                     As of September 9, 2010


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                        TABLE OF CONTENTS
                                                                  Page


ARTICLE I.      CONSTRUCTION; DEFINITIONS                            1
   Section 1.1  Definitions                                          1
   Section 1.2  Other Definitions                                   14
   Section 1.3  Construction                                        16
   Section 1.4  Accounting Terms                                    16


ARTICLE II.     PURCHASE AND SALE                                   16
   Section 2.1  Maxwell Closing                                     16
   Section 2.2  Seaboard Closing                                    18
   Section 2.3  Further Assurances                                  18


ARTICLE III.    CLOSING DATE STATEMENTS; ADJUSTMENTS                18
   Section 3.1  Closing Date Statements                             18
   Section 3.2  Adjustment of Maxwell Purchase Price                19
   Section 3.3  Goldsboro Parties Release                           21


ARTICLE IV.     REPRESENTATIONS AND WARRANTIES RELATED TO THE
                COMPANY                                             21
   Section 4.1  Organization                                        21
   Section 4.2  Authorization                                       21
   Section 4.3  Capital Structure                                   22
   Section 4.4  Subsidiaries                                        23
   Section 4.5  Absence of Restrictions and Conflicts               23
   Section 4.6  Real Property                                       23
   Section 4.7  Title to Assets; Related Matters                    24
   Section 4.8  Inventory                                           24
   Section 4.9  Financial Statements                                25
   Section 4.10 No Undisclosed Liabilities                          25
   Section 4.11 Absence of Certain Changes                          25
   Section 4.12 Legal Proceedings                                   25
   Section 4.13 Compliance with Law                                 26
   Section 4.14 Company Contracts                                   26
   Section 4.15 Tax Returns; Taxes                                  26
   Section 4.16 Officers and Employees                              28
   Section 4.17 Company Benefit Plans                               28
   Section 4.18 Labor Relations                                     29
   Section 4.19 Insurance Policies                                  30
   Section 4.20 Environmental, Health and Safety Matters            30
   Section 4.21 Intellectual Property                               31
   Section 4.22 Software                                            33
   Section 4.23 Transactions with Affiliates                        33
   Section 4.24 Undisclosed Payments                                33

<PAGE> i

   Section 4.25 Customer and Supplier Relations                     33
   Section 4.26 Notes; Accounts Receivable                          34
   Section 4.27 Licenses                                            34
   Section 4.28 Ethical Practices                                   34
   Section 4.29 Product and Service Warranties and Guaranties       35
   Section 4.30 Brokers, Finders and Investment Bankers             35
   Section 4.31 Guarantees                                          35
   Section 4.32 Financial Capability                                35
   Section 4.33 Disclosure                                          36


ARTICLE V.      REPRESENTATIONS AND WARRANTIES RELATED TO THE
                MAXWELL GROWING INTEREST                            36
   Section 5.1  Real Property                                       36
   Section 5.2  Title to Assets; Related Matters                    37
   Section 5.3  Inventory                                           37
   Section 5.4  No Other Assumed Liabilities                        37
   Section 5.5  Legal Proceedings                                   37
   Section 5.6  Compliance with Law                                 38
   Section 5.7  Maxwell Growing Interest Contracts                  38
   Section 5.8  Officers and Employees                              39
   Section 5.9  MGI Benefit Plans                                   39
   Section 5.10 Labor Relations                                     40
   Section 5.11 Insurance Policies                                  40
   Section 5.12 Environmental, Health and Safety Matters            41
   Section 5.13 Intellectual Property                               42
   Section 5.14 Software                                            42
   Section 5.15 Transactions with Affiliates                        43
   Section 5.16 Undisclosed Payments                                43
   Section 5.17 Supplier Relations                                  43
   Section 5.18 Licenses                                            43


ARTICLE VI.     REPRESENTATIONS AND WARRANTIES RELATED TO THE
                GOLDSBORO PARTIES                                   44
   Section 6.1  Authorization                                       44
   Section 6.2  Absence of Restrictions and Conflicts               44
   Section 6.3  Ownership of Equity                                 44
   Section 6.4  Legal Proceedings                                   45


ARTICLE VII.    REPRESENTATIONS AND WARRANTIES OF THE
                PURCHASER                                           45
   Section 7.1  Organization                                        45
   Section 7.2  Authorization                                       45
   Section 7.3  Absence of Restrictions and Conflicts               45
   Section 7.4  Financial Capability                                46


ARTICLE VIII.   CERTAIN COVENANTS AND AGREEMENTS                    46
   Section 8.1  Conduct of Business by the Company                  46

<PAGE> ii


   Section 8.2  Inspection and Access to Information                46
   Section 8.3  Notices of Certain Events                           47
   Section 8.4  Interim Financials                                  47
   Section 8.5  No Solicitation of Transactions                     47
   Section 8.6  Reasonable Efforts; Further Assurances; Cooperation 48
   Section 8.7  Public Announcements                                50
   Section 8.8  Supplements to Schedules                            50
   Section 8.9  Confidentiality                                     50
   Section 8.10 Tax Matters                                         50
   Section 8.11 Growing Interest Assets                             50
   Section 8.12 Seaboard Commitment Letters                         51
   Section 8.13 Commitment Fees                                     51


ARTICLE IX.     CONDITIONS TO CLOSING                               51
   Section 9.1  Conditions to Obligations of Each Party             51
   Section 9.2  Conditions to Obligations of the Purchaser          52
   Section 9.3  Conditions to Obligations of the Goldsboro Parties  54


ARTICLE X.      CLOSING                                             54
   Section 10.1 Closing                                             54
   Section 10.2 Goldsboro Parties' Closing Deliveries               54
   Section 10.3 Purchaser Closing Deliveries                        55


ARTICLE XI.     TERMINATION                                         56
   Section 11.1 Termination                                         56
   Section 11.2 Specific Performance and Other Remedies             56
   Section 11.3 Effect of Termination                               57


ARTICLE XII.    INDEMNIFICATION                                     57
   Section 12.1 Indemnification Obligations of the Goldsboro
                Parties to the Company                              57
   Section 12.2 Indemnification Obligations of the Goldsboro
                Parties to the Purchaser                            58
   Section 12.3 Indemnification Obligations of the Purchaser        58
   Section 12.4 Indemnification Procedure                           59
   Section 12.5 Claims Period                                       61
   Section 12.6 Liability Limits.                                   62
   Section 12.7 Exclusive Remedy                                    62


ARTICLE XIII.   MISCELLANEOUS PROVISIONS                            62
   Section 13.1 Notices                                             62
   Section 13.2 Assignment; Successors in Interest                  63
   Section 13.3 Captions                                            63
   Section 13.4 Controlling Law; Amendment                          63
   Section 13.5 Consent to Jurisdiction, Etc                        63
   Section 13.6 Severability                                        64
   Section 13.7 Counterparts                                        64
   Section 13.8 Enforcement of Certain Rights                       64
   Section 13.9 Waiver                                              64

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   Section 13.10 Integration                                        64
   Section 13.11 Cooperation Following the Closing                  64
   Section 13.12 Transaction Costs                                  64

<PAGE> iv


                       PURCHASE AGREEMENT

     THIS  PURCHASE  AGREEMENT (this "Agreement"),  dated  as  of
September 9, 2010, is made and entered into by and among SEABOARD
CORPORATION,  a  Delaware corporation (the "Purchaser"),  MAXWELL
FARMS,   LLC,   a   North  Carolina  limited  liability   company
("Maxwell"),   GOLDSBORO  MILLING  COMPANY,  a   North   Carolina
corporation  ("Goldsboro"  and, collectively  with  Maxwell,  the
"Maxwell  Group")  and  GM ACQUISITION,  LLC,  a  North  Carolina
limited liability company ("Newco" and, collectively with Maxwell
and Goldsboro, the "Goldsboro Parties" and each, individually,  a
"Goldsboro Party").  The Purchaser, Maxwell, Goldsboro and  Newco
are  sometimes individually referred to herein as a  "Party"  and
collectively as the "Parties."

                      W I T N E S S E T H:

     WHEREAS,  pursuant  to the terms of the Operating  Agreement
(the  "Operating Agreement") of Butterball, LLC, a North Carolina
limited  liability  company (the "Company")  among  the  Company,
Maxwell  and  Murphy-Brown  LLC,  a  Delaware  limited  liability
company  ("Murphy-Brown"),  dated  September  27,  2006,  Maxwell
currently  holds 51% of the outstanding Membership Interests  (as
hereinafter  defined)  of the Company and Murphy-Brown  currently
holds  49% of the outstanding Membership Interests (the  "Murphy-
Brown Membership Interest") of the Company;

     WHEREAS,  pursuant to the terms of the Operating  Agreement,
Murphy-Brown  has  delivered  a Buy/Sell  Notice  (the  "Buy/Sell
Notice"),  dated  March 15, 2010, pursuant to which  Murphy-Brown
has offered to sell the Murphy-Brown Membership Interest, the  MB
Member Note and the Murphy-Brown Growing Interest (as hereinafter
defined)  (the  Murphy-Brown Membership Interest, the  MB  Member
Note  and the Murphy-Brown Growing Interest collectively referred
to  as  the  "Murphy-Brown Butterball Interest")  to  Maxwell  in
accordance  with  the terms of the Operating  Agreement  and  the
Buy/Sell Notice; and

     WHEREAS,  the  Parties  desire to enter  into  a  series  of
transactions  as  more specifically described in  this  Agreement
pursuant   to  which  the  Purchaser  and  Maxwell   will,   upon
consummation  of  such  transactions,  each  own   50%   of   the
outstanding Membership Interests of the Company, and the  Company
will  own  the  Murphy-Brown Growing  Interest  and  the  Maxwell
Growing Interest (as hereinafter defined).

     NOW,  THEREFORE, in consideration of the foregoing  and  the
respective representations, warranties, covenants, agreements and
conditions  hereinafter set forth, and intending  to  be  legally
bound hereby, each Party hereby agrees:

                           ARTICLE I.
                    CONSTRUCTION; DEFINITIONS

     Section 1.1    Definitions.  The following terms, as used herein,
have the following meanings:

     "Additional  Maxwell  Growing  Interest  Assets"  means   an
approximately  40  acre  parcel  of  real  property  and  related
improvements  in  Sampson County, North Carolina which  Goldsboro

<PAGE>

has  an  option  to  purchase from Coharie  Hog  Farm,  Inc.  and
portions  of  the  so  called Henderson Farm,  Shepard  Farm  and
Steven's Farm as more specifically described on Schedule 1.1(a).

     "Adjacent  Owners"  means the owners of  the  real  property
located  adjacent to the real property included  in  the  Maxwell
Growing Interest or the Murphy-Brown Growing Interest.

     "Affiliate"  of any specified Person means any other  Person
directly  or  indirectly Controlling or Controlled  by  or  under
direct or indirect common Control with such specified Person.

     "Appraisal"  means that certain joint appraisal and  report,
dated as of June 11, 2010, prepared by and among Farmers National
Company,  CB Richard Ellis and Duff and Phelps, LLC, pursuant  to
the  terms  of  Article  10 of the Operating  Agreement  and  the
instructions of Maxwell and Murphy-Brown.

     "Balance Sheet" means the audited consolidated balance sheet
of  the  Company  and  its Subsidiaries as  of  January  3,  2010
included in the Financial Statements.

     "Business"  means  the operations of  the  Company  and  its
Subsidiaries,   including  the  production  of   branded   turkey
products.

     "Business Day" means any day except Saturday, Sunday or  any
day  on  which banks are generally not open for business  in  the
City of New York, New York.

     "Butterball   Closing   Date   Indebtedness"    means    all
Indebtedness of the Company and its Subsidiaries under  the  Term
Debt  and  the  Revolver  to  the  extent  such  Indebtedness  is
outstanding as of the Closing Date prior to the payment  of  such
Indebtedness pursuant to Section 2.1(d) out of the New Butterball
Credit Facility Loan Proceeds.

     "CERCLA" means the United States Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. 9607 et  seq.
and the rules and regulations promulgated thereunder.

     "Claims  Period" means the period during which a  claim  for
indemnification  may  be  asserted hereunder  by  an  Indemnified
Party.

     "Closing" means the consummation of the Maxwell Closing  and
the  Seaboard  Closing  as  set forth in  Section  10.1  of  this
Agreement.

     "Closing Date" means the date on which the Closing occurs.

     "Code"  means  the United States Internal  Revenue  Code  of
1986, as amended.

     "Commercial  Software"  means  commercial  "off  the  shelf"
software  understood as third party software  that  is  generally
made  available pursuant to a "shrink wrap" license  or  that  is
otherwise commercially available to all licensees pursuant  to  a
standard end-user license.

<PAGE> 2

     "Commitment  Fees" means the "commitment  fees"  payable  by
Maxwell,  the Purchaser or the Company related to the  Butterball
Refinancing,  whether payable to a third party or the  Purchaser.
For  purposes  of  this definition, "commitment fees"  refers  to
fees, which are commonly referred to either as "commitment"  fees
or  "underwriter"  fees, that are paid to  ensure  that  the  New
Butterball Credit Facility Loan Proceeds will be available as  of
Closing  (including the Seaboard Commitment Fee), and "commitment
fees" will not include "arrangement fees" or other on-going  fees
related  to bank lines, which may also be payable by the  Company
in connection with the Butterball Refinancing.

     "Company   Ancillary  Documents"  means   any   certificate,
agreement,  document  or  other instrument  to  be  executed  and
delivered by the Company or any of its Subsidiaries in connection
with the transactions contemplated hereby.

     "Company  Benefit  Plan" means each  Employee  Benefit  Plan
currently sponsored or maintained or required to be sponsored  or
maintained by the Company or any of its Subsidiaries or to  which
the  Company  or  any  of  its Subsidiaries  makes,  or  has  any
obligation to make, directly or indirectly, any contributions  or
with respect to which the Company or any of its Subsidiaries has,
or might have, any other liabilities.

     "Company Contracts" means all existing written contracts and
agreements to which the Company or any of its Subsidiaries  is  a
party,  by  which  the  Company, any of its Subsidiaries  or  any
property of any of them is subject or by which the Company or any
of  its  Subsidiaries is otherwise bound (other than  the  leases
relating  to  the  Leased Real Property  set  forth  on  Schedule
4.6(c), the Employment Agreements set forth on Schedule 4.16, the
Company  Benefit  Plans  set forth on Schedule  4.17,  the  labor
agreements set forth on Schedule 4.18, and the insurance policies
set forth on Schedule 4.19) (a) involving an annual commitment or
annual  payment to or from the Company or any of its Subsidiaries
of  more  than $1,000,000 individually or (b) the termination  or
cancellation of which would be reasonably likely to result  in  a
Material Adverse Effect on the Business.

     "Company  Indemnified Parties" means  the  Company  and  its
Subsidiaries and each of the successors and assigns of any of the
foregoing.

     "Company   Intellectual  Property"  means  any  Intellectual
Property  that is owned by or licensed to the Company or  any  of
its  Subsidiaries, including the Company Registered  Intellectual
Property.

     "Company  Licensed Software" means all Software (other  than
Company Proprietary Software and Commercial Software) used by the
Company or any of its Subsidiaries.

     "Company  Proprietary Software" means all Software owned  by
the Company or any of its Subsidiaries.

     "Company  Real Property" means the Leased Real Property  and
the Owned Real Property.

     "Company Registered Intellectual Property" means all of  the
Registered  Intellectual Property owned by  or  licensed  to  the
Company or any of its Subsidiaries.

<PAGE> 3

     "Company  Software" means the Company Licensed Software  and
the Company Proprietary Software.

     "Confidential  Information"  means  any  trade  secrets   or
similar  data  or  information of  the  Company  or  any  of  its
Subsidiaries that provides the Company or any of its Subsidiaries
with  a  competitive advantage by virtue of not  being  generally
known to the public or competitors.

     "Control"  means,  when used with respect to  any  specified
Person,  the power to direct the management and policies of  such
Person, directly or indirectly, whether through the ownership  of
voting securities, by contract or otherwise.

     "Customer" means each customer that paid the Company or  any
of its Subsidiaries in the aggregate more than $25,000,000 during
the 12-month period ended on August 1, 2010.

     "Deeds"  means  the  deeds to be delivered  to  the  Company
pursuant to the M-G Purchase Agreement.

     "Disclosure Schedule" means the disclosure schedule to  this
Agreement, in the form agreed to by the Parties.

     "Dollar",  "Dollars" and the symbol "$"  shall  mean  lawful
money of the United States of America.

     "Employee  Benefit Plan" means, with respect to any  Person,
(a)  each plan, fund, program, agreement, arrangement or  scheme,
including  each  plan, fund, program, agreement,  arrangement  or
scheme maintained or required to be maintained under the Laws  of
a  jurisdiction  outside the United States of  America,  in  each
case,  that  is  or  was at any time sponsored or  maintained  or
required to be sponsored or maintained by such Person or to which
such Person makes or has made, or has or has had an obligation to
make,  contributions providing for employee benefits or  for  the
remuneration,  direct  or  indirect,  of  the  employees,  former
employees,    directors,    managers,   officers,    consultants,
independent  contractors, contingent workers or leased  employees
of  such Person or the dependents of any of them (whether written
or  oral), including each deferred compensation, bonus, incentive
compensation, pension, retirement, stock purchase,  stock  option
and other equity compensation plan, or "welfare" plan (within the
meaning  of Section 3(1) of ERISA, determined without  regard  to
whether  such plan is subject to ERISA), (b) each "pension"  plan
(within  the meaning of Section 3(2) of ERISA, determined without
regard  to  whether  such plan is subject  to  ERISA),  (c)  each
severance, retention or change in control plan or agreement, each
plan  or  agreement  providing health,  vacation,  summer  hours,
supplemental  unemployment  benefit,  hospitalization  insurance,
medical,  dental  or  legal benefit and (d) each  other  employee
benefit plan, fund, program, agreement, arrangement or scheme.

     "Employment   Agreement"  means  any  employment   contract,
consulting agreement, termination or severance agreement,  salary
continuation agreement, change of control agreement,  non-compete
agreement, retention agreement, or any other agreement respecting
the   terms   and   conditions  of  employment  or   payment   of
compensation,  or  of  a  consulting  or  independent  contractor
relationship  with  an  individual, in  respect  to  any  current
officer,  employee,  consultant or  independent  contractor,  and
further  includes  any  agreement  with  any

<PAGE> 4

former  officer  of  employee  pursuant to  which such officer or
employee is  entitled  to any  compensation to  be made after the
Closing Date.

     "Environmental Laws" means all federal, state, or  local  or
foreign  Laws relating to human health and safety, protection  of
the  environment,  including surface or  ground  water,  drinking
water  supply, soil, surface or subsurface strata or  medium,  or
ambient  air,  pollution  control, product  registration  or  the
regulation of Hazardous Materials.

     "ERISA"  means the United States Employee Retirement  Income
Security  Act of 1974, as amended, and the rules and  regulations
promulgated thereunder.

     "ERISA Affiliate" means any Person (whether incorporated  or
unincorporated)  that together with the Company  or  any  of  its
Subsidiaries  would  be  deemed a "single  employer"  within  the
meaning of Section 414 of the Code.

     "Estimated  Working Capital Deficit" means  the  amount,  if
any, by which the Estimated Net Working Capital is less than  the
Target  Working  Capital, as reflected on the  Estimated  Working
Capital Schedule.

     "Estimated  Working Capital Surplus" means  the  amount,  if
any,  by  which  the  Estimated Net Working Capital  exceeds  the
Target  Working  Capital, as reflected on the  Estimated  Working
Capital Schedule.

     "Excluded  Maxwell Growing Interest Assets" means  the  real
property commonly known as Neuse Farm, portions of the Newsome  2
DO  Farm, and portions of the so called Lake Breeder Farm, Spring
Creek  Farm  and  Sasser Darkout and Fields  Farm   and  personal
property  consisting of twelve (12) feed and four  (4)  rendering
trucks, all more specifically described on Schedule 1.1(b).

     "Expiration  Date"  means the date  set  forth  on  Schedule
1.1(c).

     "Feed Supply Agreement" means that feed supply agreement  to
be  entered  into by Sleepy Creek Turkeys, Inc., an Affiliate  of
the entities that comprise the Maxwell Group, and the Company  on
the Closing Date, in the form agreed to by the Parties.

     "Final  Working  Capital Schedule" means the "Final  Working
Capital  Schedule" as finally determined pursuant to Section  3.2
hereof.

     "Financial  Statements" means (a) the  audited  consolidated
balance  sheets of the Company and its Subsidiaries as of January
3, 2010, December 28, 2008, and December 30, 2007 and the audited
consolidated statements of income, stockholders' equity and  cash
flows  of  the  Company  and its Subsidiaries  for  the  12-month
periods  then  ended  and (b) the unaudited consolidated  balance
sheet  of the Company and its Subsidiaries as of August  1,  2010
and    the   unaudited   consolidated   statements   of   income,
stockholders'  equity  and cash flows  of  the  Company  and  its
Subsidiaries for the seven-month period then ended.

<PAGE> 5

     "Financing  Fees"  means  all fees (including  "arrangement"
fees)  and  expenses incurred by the Company and its Subsidiaries
with  respect  to  the  Butterball  Refinancing  other  than  the
Commitment Fees.

     "FLSA" means the United States Fair Labor Standards Act  and
the rules and regulations promulgated thereunder.

     "GAAP" means generally accepted accounting principles in the
United States as applied consistently with the past practices  of
the  Company and its Subsidiaries in the preparation of the year-
end audited Financial Statements.

     "Goldsboro   Ancillary  Documents"  means  any  certificate,
agreement,  document  or  other  instrument,  other   than   this
Agreement, to be executed and delivered by any Goldsboro Party or
any  Affiliate of any Goldsboro Party (other than the Company  or
any  of  its  Subsidiaries) in connection with  the  transactions
contemplated hereby.

     "Goldsboro Indemnified Parties" means the Goldsboro  Parties
and  their  Affiliates,  each of their  respective  officers  and
directors  and  each  of  the  heirs, executors,  successors  and
assigns of any of the foregoing.

     "Governmental  Entity" means any federal,  state,  local  or
foreign  government, any political subdivision  thereof,  or  any
court,   administrative   or   regulatory   agency,   department,
instrumentality,   body  or  commission  or  other   governmental
authority or agency.

     "Hazardous    Materials"   means   any   waste,   pollutant,
contaminant, hazardous substance, toxic, ignitable,  reactive  or
corrosive  substance, hazardous waste, special waste,  industrial
substance,  by-product, process-intermediate  product  or  waste,
asbestos  or  asbestos-containing  materials,  lead-based  paint,
petroleum  or  petroleum-derived  substance  or  waste,  chemical
liquids or solids, liquid or gaseous products, or any constituent
of  any such substance or waste, the management, use, handling or
disposal  of  which is in any way governed by or subject  to  any
applicable Environmental Law.

     "HSR   Act"   means   the  United  States  Hart-Scott-Rodino
Antitrust  Improvements Act of 1976 and the rules and regulations
promulgated thereunder.

     "Indebtedness"  means  all  indebtedness  with  respect   to
borrowed  money, including loans, deferred consideration,  debts,
any liabilities under acceptances, credit cards, monies due under
capitalized  leases or financial leases (but excluding  operating
leases),  or  for  the  deferred purchase price  of  property  or
services  for which the applicable Person is liable, contingently
or  otherwise as obligor, guarantor, or otherwise, or in  respect
of  which  the applicable Person otherwise assures against  loss,
including  but  not limited to bank debt, bank fees,  shareholder
debt and vendor debt, including, in each case above, any interest
accrued  thereon and prepayment or similar penalties and expenses
which would be payable if such liability were paid in full as  of
the Closing Date.

     "Indemnified  Party"  means a Company Indemnified  Party,  a
Purchaser Indemnified Party or a Goldsboro Indemnified Party.

<PAGE> 6

     "Intellectual  Property" means any or all of  the  following
and  all rights, arising out of or associated therewith: (a)  all
United  States and foreign patents and applications therefor  and
all  reissues,  reexaminations, divisions, renewals,  extensions,
provisionals,  continuations  and continuations-in-part  thereof;
(b)   all  inventions  (whether  patentable  or  not),  invention
disclosures,    improvements,    trade    secrets,    proprietary
information,  know-how, technology, technical data  and  customer
lists,  and  all documentation relating to any of  the  foregoing
throughout  the  world;  (c)  all works  of  authorship  (whether
copyrightable  or  not),  including  Software,  all   copyrights,
copyright registrations and applications therefor, all registered
mask  works and applications for mask work registration; and  all
other rights corresponding thereto throughout the world; (d)  all
industrial   designs  and  any  registrations  and   applications
therefor  throughout the world; (e) all internet uniform resource
locators,  domain  names,  trade names, logos,  slogans,  brands,
designs,  trade  dress, common law trademarks and service  marks,
trademark  and  service  mark and trade dress  registrations  and
applications  therefor throughout the world and all goodwill  and
other  rights  related  thereto;  (f)  all  databases  and   data
collections and all rights therein throughout the world; (g)  all
moral  and  economic  rights of authors  and  inventors,  however
denominated,  throughout  the  world;  and  (h)  any  similar  or
equivalent rights to any of the foregoing anywhere in the world.

     "Knowledge" with respect to the Goldsboro Parties means  all
facts  known by Walter Pelletier or Tom Howell on the date hereof
after due inquiry with respect to the matters at hand (including,
in   the  case  of  matters  related  to  the  Company  and   its
Subsidiaries, discussions with Keith Shoemaker, Ed Kacsuta, Kerry
Doughty, George Nalley, Alice Johnson and Gary Lenaghan), and all
facts that any of the foregoing Persons should have known on  the
date  hereof  with respect to the matters at hand if such  Person
had  made due inquiry and exercised reasonable diligence  in  the
context   which,  with  respect  to  the  Company,   takes   into
consideration that the Goldsboro Parties are a 51% owner  of  the
Company and are not an operator of the Company.

     "Laws"   means  all  statutes,  rules,  codes,  regulations,
restrictions, ordinances, orders, decrees, approvals, directives,
judgments, injunctions, writs, awards and decrees of,  or  issued
by, any Governmental Entity.

     "Leased Real Property" means the parcels of real property of
which  the  Company  or  any of its Subsidiaries  is  the  lessee
(together with all fixtures and improvements thereon).

     "Legal  Dispute"  means  any action,  suit,  arbitration  or
proceeding  between  or among the Parties  and  their  respective
Affiliates arising in connection with any disagreement,  dispute,
controversy or claim arising out of or relating to this Agreement
or any related document.

     "Legal   Proceeding"   means  any   suit,   action,   claim,
arbitration,  proceeding  or investigation  pending,  as  of  the
Closing  Date,  against  the Company, any  of  its  Subsidiaries,
Maxwell  or  any  MGI  Subsidiary, or their  respective  real  or
personal  property,  before  any  Governmental  Entity   or   any
arbitrator.

     "Licenses"   means  all  notifications,  licenses,   permits
(including  environmental, construction and  operation  permits),
qualifications, franchises, certificates, approvals,  exemptions,
classifications,  registrations and other similar  documents  and
authorizations   issued   by   any   Governmental   Entity,   and
applications therefor.

<PAGE> 7

     "Liens"   mean  all  mortgages,  liens,  pledges,   security
interests, charges, claims, restrictions and encumbrances of  any
nature whatsoever.

     "Losses"   means   liabilities,  damages,   losses,   costs,
expenses, penalties and fines.

     "Material Adverse Effect" means any state of facts,  change,
event,  effect or occurrence (when taken together with all  other
states of fact, changes, events, effects or occurrences) that  is
or  may  be  reasonably likely to be materially  adverse  to  the
financial condition, results of operations, properties, assets or
liabilities (including contingent liabilities) of the Company and
its  Subsidiaries, taken as a whole.  A Material  Adverse  Effect
shall  also  include  any  state  of  facts,  change,  event   or
occurrence that shall have occurred or been threatened that (when
taken  together with all other states of facts, changes,  events,
effects or occurrences that have occurred or been threatened)  is
or  would be reasonably likely to prevent or materially delay the
performance   by  the  Goldsboro  Parties  of  their  obligations
hereunder  or  the consummation of the transactions  contemplated
hereby.

     "Maxwell Closing" means the consummation of the transactions
contemplated by Section 2.1 hereof.

     "Maxwell  Expenses"  means the legal, accounting,  financial
advisory  and  other  advisory or consulting  fees  and  expenses
incurred  by  the  Goldsboro  Parties  in  connection  with   the
transactions  contemplated by this Agreement,  including  amounts
payable to (a) Kilpatrick Stockton LLP, (b) McColl Partners,  (c)
CB  Richard Ellis or (d) Duff and Phelps, LLC, but excluding  any
Commitment Fees paid by the Goldsboro Parties.

     "Maxwell Family" means each of the following individuals and
their  respective  spouses  and  descendants  thereof:  Mary  Ann
Maxwell,  Charlotte  M. Weaver, Elizabeth M.  Yarboro,  James  L.
Maxwell, III, Elizabeth M. Pelletier and Mildred G. Maxwell.

     "Maxwell   Group  Member  Note"  means  (a)   that   certain
Promissory  Note  between  the Company's predecessor-in-interest,
Carolina  Turkeys, and Sleepy Creek Turkeys, Inc., dated  January
1,  2006,  in the original principal amount of $3,060,000.00  and
amended  by  letter agreement between Company  and  Sleepy  Creek
Turkeys,  Inc.;  (b)  that certain Promissory  Note  between  the
Company's predecessor-in-interest, Carolina Turkeys, and  Maxwell
Foods,  Inc.  dated  January 1, 2006, in the  original  principal
amount  of $4,590,000.00 and amended by letter agreement  between
Company and  Maxwell Foods, Inc.; and (c) that certain Promissory
Note  between  the  Company's  predecessor-in-interest,  Carolina
Turkeys, and Goldsboro Milling Company dated January 1, 2006,  in
the  original  principal amount of $4,947,000.00 and  amended  by
letter agreement between Company and Goldsboro Milling Company.

     "Maxwell   Growing  Interest"  means  the   turkey   growing
interests  of Maxwell, the MGI Subsidiaries and their  Affiliates
as  described  on Schedule 1.1(d).  For purposes of clarity,  the
Maxwell  Growing Interest shall not include the Excluded  Maxwell
Growing  Interest Assets and shall include the Additional Maxwell
Growing Interest Assets.

     "Maxwell  Indiana" means Maxwell Farms of Indiana, Inc.,  an
Indiana corporation.

<PAGE> 8

     "Maxwell Membership Interest" means the Membership Interests
of the Company owned by Maxwell.

     "Maxwell  Purchase Price" means an amount equal to  (a)  Two
Hundred   Fifty-One   Million  Nine  Hundred   Thousand   Dollars
($251,900,000)  minus (b) the aggregate amount of the  Butterball
Closing Date Indebtedness minus (c) the aggregate amount  of  the
Murphy-Brown  Member Note Purchase Price minus (d) the  aggregate
amount of the Maxwell Group Member Note Purchase Price minus  (e)
the amount of any Estimated Working Capital Deficit, if any, plus
(f) the amount of any Estimated Working Capital Surplus, if any.

     "Maxwell   Redemption   Agreement"  means   the   redemption
agreement  to be entered into by Maxwell and the Company  on  the
Closing Date, in the form agreed to by the Parties.

     "Maxwell  Target  Price" means an amount equal  to  (a)  One
Hundred   Ninety-Eight  Million  Five  Hundred  Thousand  Dollars
($198,500,000), plus (b) the amount, if any, by which  the  total
amount of current assets included in the Maxwell Growing Interest
sold  to  Smithfield  and  its  Affiliates  exceeds  Twenty-Seven
Million  Five Hundred Thousand Dollars ($27,500,000),  minus  (c)
the  amount, if any, by which the total amount of current  assets
included  in the Maxwell Growing Interest sold to Smithfield  and
its  Affiliates  is less than Twenty-Seven Million  Five  Hundred
Thousand Dollars ($27,500,000).

     "MB  Member  Note"  means (a) that certain  Promissory  Note
between  the Company's predecessor-in-interest, Carolina Turkeys,
and  Murphy-Brown,  LLC dated January 1, 2006,  in  the  original
principal amount of $7,350,000.00 and amended by letter agreement
between  Company  and   Murphy-Brown, LLC and  (b)  that  certain
Promissory  Note  between  the Company's predecessor-in-interest,
Carolina Turkeys, and Murphy-Brown, LLC dated January 1, 2006, in
the  original  principal amount of $4,753,000.00 and  amended  by
letter agreement between Company and  Murphy-Brown, LLC.

     "Membership Interests" means "Membership Interests"  in  the
Company (as defined in the Operating Agreement).

     "M-G Purchase Agreement" means the purchase agreement to  be
entered  into  by the Company, on the one hand, and  the  Maxwell
Group,  certain  MGI  Subsidiaries and their Affiliates,  on  the
other  hand, on the Closing Date, in the form agreed  to  by  the
Parties.

     "MGI   Benefit  Plan"  means  each  Employee  Benefit   Plan
currently sponsored or maintained or required to be sponsored  or
maintained  by Maxwell or any MGI Subsidiary or to which  Maxwell
or  any  MGI  Subsidiary makes, or has any  obligation  to  make,
directly  or  indirectly, any contributions or  with  respect  to
which Maxwell or any MGI Subsidiary has, or might have, any other
liabilities, in each case, in connection with the MGI Business.

     "MGI  Business" means the live turkey operations of  Maxwell
or  the MGI Subsidiaries or their Affiliates that will be sold to
the Company as part of the MG Purchase.

     "MGI  Licensed Software" means all Software (other than  MGI
Proprietary  Software) used by Maxwell or any MGI  Subsidiary  in
the MGI Business.

<PAGE> 9

     "MGI  Proprietary  Software" means  all  Software  owned  by
Maxwell or any MGI Subsidiary and used in the MGI Business.

     "MGI  Real  Property"  means the parcels  of  real  property
related  to  the  Maxwell Growing Interest and  included  in  the
Appraisal,  of  which Maxwell or one of the MGI  Subsidiaries  or
Affiliates  is  fee title owner (together with all  fixtures  and
improvements  thereon), which may be adjusted from  the  property
included in the Appraisal based on final surveys or geographical,
access or existing physical features, which adjustments shall  in
no  event impair in any material respect the operation of the MGI
Business conducted from such property.

     "MGI  Software" means the MGI Licensed Software and the  MGI
Proprietary Software.

     "MGI  Subsidiary"  or "MGI Subsidiaries" means  any  or  all
Persons  engaged in the MGI Business of which Maxwell  shall  own
directly,  or  indirectly  through  another  Person,  a   nominee
arrangement  or otherwise at least a majority of the  outstanding
capital  stock (or other shares of beneficial interest)  entitled
to vote generally or otherwise have the power to elect a majority
of  the board of directors or similar governing body or the legal
power to direct the business or policies of such Person.

     "Murphy-Brown  Butterball Interest  Contribution  Agreement"
means the contribution agreement to be entered into by Newco  and
the  Company on the Closing Date, in the form agreed  to  by  the
Parties.

     "Murphy-Brown Contracts" means the Assumed Turkey  Contracts
as defined in the Murphy-Brown Purchase Agreement.

     "Murphy-Brown  Growing Interest" means  the  turkey  growing
interests  of  Murphy-Brown and its Affiliates  as  described  on
Schedule 1.1(e).

     "Murphy-Brown   Purchase  Agreement"  means   the   purchase
agreement  to  be  entered into by Newco and Murphy-Brown  on  or
prior to the Closing Date, in the form agreed to by the Parties.

     "Net  Working Capital" means (a) the current assets  of  the
Company and its Subsidiaries on a consolidated basis less (b) the
liabilities of the Company and its Subsidiaries on a consolidated
basis, as of the Closing Date, determined in accordance with  the
Working Capital Guidelines.

     "Newco  Promissory Note" means the unconditional  promissory
note  to be issued by Newco to the Purchaser on the Closing Date,
in the form agreed to by the Parties.

     "Ordinary  Course" means the ordinary course of Business  of
the Company and its Subsidiaries consistent with past practice or
the  ordinary  course  of MGI Business of  Maxwell  and  the  MGI
Subsidiaries consistent with past practice, as applicable.

     "Owned Real Property" means the parcels of real property  of
which  the  Company or a Subsidiary is fee title owner  (together
with all fixtures and improvements thereon).

<PAGE> 10

     "Pathology   Lab  Services  Agreement  and   Lease"   means,
collectively, that pathology lab services agreement to be entered
into  by  Maxwell Foods, LLC and Maxwell Farms of Indiana,  Inc.,
each  an  Affiliate  of  the entities that comprise  the  Maxwell
Group, and the Company on the Closing Date and that lease  to  be
entered  into  by Goldsboro and the Company on the Closing  Date,
each in the form agreed to by the Parties.

     "Permitted Liens" means (a) Liens for Taxes not yet due  and
payable, (b) statutory Liens of landlords, (c) Liens of carriers,
warehousemen,  mechanics, materialmen and repairmen  incurred  in
the  Ordinary  Course and not yet delinquent, (d) mortgage  Liens
existing  as  of the date hereof, but which will be paid-off  and
released at Closing, and (e) in the case of Company Real Property
and  MGI  Real Property, zoning, building, or other restrictions,
variances, covenants, rights of way, encumbrances, easements  and
other  irregularities  in title or survey,  as  well  as  matters
reflected   in  existing  title  policies  or  title  commitments
covering  the  Company Real Property and the MGI  Real  Property,
none of which, individually or in the aggregate, (i) interfere in
any  material respect with the present use of or occupancy of the
affected parcel, (ii) have more than an immaterial effect on  the
value  thereof  or its use or (iii) would impair the  ability  of
such parcel to be sold, leased or subleased for its present use.

     "Person"  means  any  individual, corporation,  partnership,
joint  venture,  limited liability company, trust, unincorporated
organization or Governmental Entity.

     "Preliminary  Working  Capital  Schedule"  means   a   draft
schedule  of  the  Net  Working Capital, which  shall  include  a
calculation  of  each  of the Net Working  Capital,  the  Working
Capital Surplus, if any, and the Working Capital Deficit, if any.

     "Purchaser   Ancillary  Documents"  means  any  certificate,
agreement,  document  or  other  instrument,  other   than   this
Agreement,  to  be  executed and delivered by  the  Purchaser  in
connection with the transactions contemplated hereby.

     "Purchaser Indemnified Parties" means the Purchaser and  its
Affiliates,  each of their respective officers and directors  and
each  of the heirs, executors, successors and assigns of  any  of
the foregoing.

     "Registered  Intellectual Property"  means  (a)  all  United
States   and   foreign:  (i)  patents  and  patent   applications
(including  provisional applications); (ii) registered trademarks
and  service  marks,  applications  to  register  trademarks  and
service  marks,  and trade dress; intent-to-use applications,  or
other  registrations or applications related  to  trademarks  and
service  marks  and trade dress; (iii) registered copyrights  and
applications  for  copyright  registration;  (iv)   domain   name
registrations; and (v) registered mask works and applications for
mask  work registration; and (b) any other Intellectual  Property
that  is  the  subject  of an application,  certificate,  filing,
registration  or other document issued, filed with,  or  recorded
with any federal, state, local or foreign Governmental Entity  or
other public body.

     "Release" means, with respect to any Hazardous Material, any
spilling,   leaking,   pumping,  pouring,   emitting,   emptying,
discharging, injecting, escaping, leaching, dumping or  disposing
into  any  surface or ground water, drinking water supply,  soil,
surface or subsurface strata or medium, or the ambient air.

<PAGE> 11

     "Revolver" means (a) that certain Credit Agreement, dated as
of  October 2, 2006, by and among the Company, as Borrower, CT of
Kinston,  LLC, as Guarantor, certain Lenders from  time  to  time
party  thereto,  and  Bank  of  Montreal  (Chicago  Branch),   as
Administrative Agent, as amended by a first amendment thereto and
by  that certain Second Amendment to Credit Agreement dated as of
August  28, 2008, (b) that certain Revolver Note by the  Company,
as  Borrower, in favor of Bank of Montreal (Chicago  Branch),  as
Lender, in the original principal amount of up to $162,500,000.00
dated  October  2, 2006, (c) that certain Revolver  Note  by  the
Company,  as  Borrower,  in favor of Bank  of  Montreal  (Chicago
Branch),  as Lender, in the original principal amount  of  up  to
$37,500,000.00 dated October 2, 2006, and (d) that certain  Swing
Note  by  the Company, as Borrower, in favor of Bank of  Montreal
(Chicago Branch), as Lender, in the original principal amount  of
up to $20,000,000.00 dated October 2, 2006.

     "Schedule"  means  a  schedule included  in  the  Disclosure
Schedule,  as  such  schedule  is  more  specifically  identified
herein.

     "Seaboard   Closing"   means   the   consummation   of   the
transactions contemplated by Section 2.2 hereof.

     "Seaboard  Commitment Fee" means the Commitment Fee  in  the
amount of $8,000,000 which will be payable by the Company to  the
Purchaser in connection with the Closing pursuant to the Seaboard
Commitment Letters.

     "Seaboard Commitment Letters" means, collectively,  (a)  the
commitment letter, dated the date hereof, from Seaboard  to,  and
accepted  and  agreed to by, Maxwell (together with all  exhibits
attached thereto), and (b) the related fee letter, dated the date
hereof, from Seaboard to, and accepted and agreed to by, Maxwell.

     "Seaboard  Expenses" means the legal, accounting,  financial
advisory  and  other  advisory or consulting  fees  and  expenses
incurred  by  the  Purchaser in connection with the  transactions
contemplated by this Agreement, including amounts payable to King
& Spalding.

     "Seaboard  Purchase Agreement" means the purchase  agreement
to  be  entered  into by the Purchaser and Newco on  the  Closing
Date, in the form agreed to by the Parties.

     "Sleepy  Creek" means Sleepy Creek Turkeys,  Inc.,  a  North
Carolina corporation.

     "Seaboard  Purchase  Price" means an  amount  equal  to  the
lesser  of  (a)  One  Hundred  Seventy-Six  Million  One  Hundred
Thousand  Dollars  ($176,100,000) and (b) the Total  Murphy-Brown
Purchase Price.

     "Software"  means  all computer software programs,  together
with   any   error   corrections,  updates,   modifications,   or
enhancements  thereto, in both machine readable  form  and  human
readable form, including all comments and any procedural code.

     "Subsidiary" or "Subsidiaries" means any or all  Persons  of
which the Company (or other specified Person) shall own directly,
or  indirectly  through another Person, a nominee arrangement  or
otherwise  at  least a majority of the outstanding capital  stock
(or  other  shares  of  beneficial  interest)  entitled  to  vote
generally or otherwise have the power to elect a majority of

<PAGE> 12

the board  of  directors  or  similar governing body or the legal
power to direct the business or policies of such Person.

     "Supplemental Earnings" means an amount equal to (a) the net
income  (determined in accordance with GAAP) of the  Company  and
its  Subsidiaries for the period commencing as  of  November  29,
2010  and  ending as of the Closing Date (such net  income  being
referred  to herein as the "Interim Income") less (b)  an  amount
equal  to the amounts necessary to satisfy the federal and  state
income  Tax liabilities of the Goldsboro Parties and Murphy-Brown
that are attributable to the Interim Income (with such income Tax
liabilities being calculated with reference to the items  of  the
Company's  income,  gain, deduction, loss and credit  (determined
without  regard to the specific Tax circumstances of a member  of
the  Company) and the highest marginal rate of federal and  state
income  Tax  applicable to income allocated to a  member  of  the
Company in the states in which the Company has income Tax nexus).

     "Supplier"  means  any supplier that  the  Company  and  its
Subsidiaries  have  paid in the aggregate more  than  $25,000,000
during the 12-month period ended on August 1, 2010.

     "Surveys" shall mean, as to each parcel of MGI Real Property
that,  as  of  the  date  of this Agreement,  is  not  a  legally
subdivided parcel with legal and direct access to a public  right
of  way,  a current boundary survey prepared and certified  by  a
duly   licensed  North  Carolina  land  surveyor  and  registered
professional  engineer,  showing each such  parcel  of  MGI  Real
Property  as a separate, legally subdivided parcel together  with
access (either direct or via an Access Easement Agreement)  to  a
public  right  of way, including a metes and bounds  or  lot  and
block  legal  description of each such parcel to be used  in  the
Deeds,  and  otherwise prepared in accordance with  Section  8.11
below and reasonably acceptable to the Purchaser.

     "Target  Working Capital" means an amount equal to  (a)  One
Hundred  Ninety-Six Million Dollars ($196,000,000)  plus  (b)  an
amount equal to the Supplemental Earnings, if any, if the Closing
does not occur on or before December 13, 2010.

     "Taxes" means all taxes, assessments, charges, duties, fees,
levies   and  other  governmental  charges  (including  interest,
penalties  or additions associated therewith), including  income,
franchise,  capital  stock,  real  property,  personal  property,
tangible,  withholding,  employment,  payroll,  social  security,
social   contribution,  unemployment  compensation,   disability,
transfer,  sales, use, excise, license, occupation, registration,
stamp, premium, environmental, customs duties, alternative or add-
on  minimum, estimated, gross receipts, value-added and all other
taxes  of  any  kind  for  which  the  Company  or  any  of   its
Subsidiaries  may  have  any liability  whatsoever  that  may  be
imposed by any Governmental Entity, whether disputed or not,  and
any  charges,  interest, additions or penalties  imposed  by  any
Governmental Entity.

     "Tax  Return"  means any report, return, claim  for  refund,
declaration or other information return or statement required  to
be supplied to a Governmental Entity relating to Taxes, including
any  schedule or attachment thereto and any estimated returns and
any amendment thereof.

     "Term Debt" means (a) that certain Term Note by the Company,
as  Borrower, in favor of Bank of Montreal (Chicago  Branch),  as
Lender, in the original principal amount of $162,500,000.00 dated
October  2, 2006, and (b) that certain Term Note by the  Company,
as

<PAGE> 13

Borrower,  in  favor  of  Bank of Montreal (Chicago  Branch),  as
Lender, in the original principal amount of $37,500,000.00  dated
October 2, 2006.

     "Total Murphy-Brown Purchase Price" means an amount equal to
(a) the Murphy-Brown Membership Interest Purchase Price, plus (b)
the  Initial  M-B  G-I Purchase Price, plus (c) the  Murphy-Brown
Member Note Purchase Price.

     "Transaction   Expenses"   means  the   legal,   accounting,
financial  advisory and other third party advisory or  consulting
fees  and  expenses  incurred  by  the  Company  or  any  of  its
Subsidiaries in connection with the transactions contemplated  by
this  Agreement,  excluding Commitment Fees, Financing  Fees  and
Maxwell  Expenses  (which shall not include  expenses  under  the
retention agreements with certain employees of the Company listed
on Schedule 4.16).

     "Treasury  Regulations"  means the Income  Tax  Regulations,
promulgated under the Code.

     "WARN"  means  the  United  States  Worker  Adjustment   and
Retraining   Notification  Act  and  the  rules  and  regulations
promulgated thereunder.

     "Warranty"  means  any  warranty or  guaranty  made  by  the
Company  or any of its Subsidiaries as to goods sold, or services
provided,  by  the Company or any of its Subsidiaries,  including
the  Company's standard form of warranty as attached to  Schedule
4.29.

     "Working Capital Deficit" means the amount, if any, by which
the  Net  Working  Capital, as reflected  on  the  Final  Working
Capital Schedule, is less than the Estimated Net Working Capital.

     "Working  Capital  Guidelines"  means  the  guidelines   for
determining  Net Working Capital, in the form agreed  to  by  the
Parties.

     "Working Capital Surplus" means the amount, if any, by which
the  Net  Working  Capital, as reflected  on  the  Final  Working
Capital Schedule, exceeds the Estimated Net Working Capital.

     Section 1.2    Other Definitions.  Each of the following terms is
defined in the Section set forth opposite such term:

Term                                                   Section

Access Easement Agreements                             9.2(k)
Alternative Offer                                      8.5
Arbitrator                                             3.2(f)
Affiliate Loans                                        4.26(a)
Agreement                                              Preamble
Butterball Refinancing                                 2.1(d)
Buy/Sell Notice                                        Recitals
Closing Date Indebtedness Statement                    3.1(a)
Closing Date Purchase Price Statement                  3.1(b)
Company                                                Recitals
Company Legal Proceeding                               4.12
Confidentiality Agreement                              8.9

<PAGE> 14

DOJ                                                    8.6(a)
Estimated Net Working Capital                          3.2(a)
Estimated Working Capital Schedule                     3.2(a)
FTC                                                    8.6(a)
Goldsboro                                              Preamble
Goldsboro Losses                                       12.3
Goldsboro Opinion                                      9.2(c)
Goldsboro Parties                                      Preamble
Goldsboro Party                                        Preamble
Grower Contract Assignments                            9.2(j)
Indemnifiable Losses                                   12.2
Indemnifying Party                                     12.4(a)
Indemnity Basket                                       12.6
Indemnity Cap                                          12.6
Initial M-B G-I Purchase Price                         2.1(b)
Initial M-G G-I Purchase Price                         2.1(e)
Insurance Contracts                                    4.19
Interim  Income                      Definition of "Supplemental Earnings"
M-G Purchase                                           2.1(e)
Management Services Agreement                          9.2(h)
Maxwell                                                Preamble
Maxwell Butterball Interest                            8.5
Maxwell Closing Payment                                2.1(f)
Maxwell Group                                          Preamble
Maxwell Group Member Note Purchase Price               2.1(e)
Maxwell Growing Interest Assets Transfers              8.11
Maxwell Redemption                                     2.1(f)
Maxwell Transition Services Agreement                  9.2(i)
MGI Contracts                                          5.7
MGI Employment Agreements                              5.8
MGI Insurance Contracts                                5.11
MGI Legal Proceeding                                   5.5
Murphy-Brown                                           Recitals
Murphy-Brown Butterball Interest                       Recitals
Murphy-Brown Butterball Interest Contribution          2.1(c)
Murphy-Brown Butterball Interest Purchase              2.1(b)
Murphy-Brown Member Note Purchase Price                2.1(b)
Murphy-Brown Membership Interest                       Recitals
Murphy-Brown Membership Interest Purchase Price        2.1(b)
New Butterball Credit Facility Loan Amount             2.1(d)
New Butterball Credit Facility Loan Proceeds           2.1(d)
Newco                                                  Preamble
Newco Loan                                             2.1(a)
Newco Loan Amount                                      2.1(a)
Newco Membership Interest                              2.2(a)
Operating Agreement                                    Recitals

<PAGE> 15

Parties                                                Preamble
Party                                                  Preamble
Payoff Letters                                         9.2(e)
Purchaser                                              Preamble
Purchaser Opinion                                      9.3(c)
Seaboard Contribution                                  2.2(a)
Seaboard Purchase                                      2.2(a)
Smithfield                                             8.5

     Section  1.3     Construction.  Unless the context  of  this
Agreement  otherwise  clearly requires,  (a)  references  to  the
plural  include  the  singular, and references  to  the  singular
include  the  plural, (b) references to one  gender  include  the
other gender, (c) the words "include," "includes" and "including"
do  not limit the preceding terms or words and shall be deemed to
be  followed  by the words "without limitation",  (d)  the  terms
"hereof",  "herein", "hereunder", "hereto" and similar  terms  in
this Agreement refer to this Agreement as a whole and not to  any
particular provision of this Agreement, (e) the terms  "day"  and
"days"  mean  and refer to calendar day(s), (f) the terms  "year"
and "years" mean and refer to calendar year(s) and (g) unless set
forth  specifically  otherwise, the settlement  of  all  payments
hereunder  shall be made in Dollars.  Unless otherwise set  forth
herein,  references  in  this  Agreement  to  (i)  any  document,
instrument  or agreement (including this Agreement) (A)  includes
and  incorporates  all Exhibits, Schedules and other  attachments
thereto,  (B)  includes all documents, instruments or  agreements
issued  or  executed in replacement thereof and  (C)  means  such
document,  instrument or agreement, or replacement or predecessor
thereto, as amended, modified or supplemented from time  to  time
in accordance with its terms and in effect at any given time, and
(ii)  a  particular  Law  means such Law  as  amended,  modified,
supplemented or succeeded, from time to time and in effect at any
given  time  on  or prior to the Closing Date.  All  Article  and
Section  references herein are to Articles and Sections  of  this
Agreement, unless otherwise specified.  This Agreement shall  not
be  construed  as if prepared by one of the Parties,  but  rather
according  to its fair meaning as a whole, as if all Parties  had
prepared it.

     Section 1.4    Accounting Terms.  All  accounting  terms not
specifically defined herein shall be construed in accordance with
GAAP.
                           ARTICLE II.
                        PURCHASE AND SALE

     Section 2.1    Maxwell Closing.  At the Maxwell Closing, the
Parties, as applicable, will cause the following transactions  to
be consummated:

          (a)  As  evidenced  by  the  Newco Promissory Note, the
     Purchaser will  loan  (the "Newco Loan") to  Newco an amount
     (the "Newco Loan  Amount")  equal  to the Total Murphy-Brown
     Purchase Price.

          (b)  Immediately  following  the  funding  of the Newco
     Loan, Newco  shall  purchase (i) the Murphy-Brown Membership
     Interest,  free  and  clear  of all  Liens  other than liens
     permitted under the Murphy-Brown  Purchase  Agreement,  from
     Murphy-Brown  pursuant  to  the  terms   of   the  Operating
     Agreement, the Buy/Sell Notice and the Murphy-

<PAGE> 16

     Brown  Purchase  Agreement  for  One Hundred  Twenty Million
     Dollars   ($120,000,000)   (the   "Murphy-Brown   Membership
     Interest  Purchase  Price"), (ii)  the  Murphy-Brown Growing
     Interest,  free  and  clear  of  all  Liens other than liens
     permitted  under  the  Murphy-Brown Purchase Agreement, from
     Murphy-Brown  pursuant  to  the  terms   of   the  Operating
     Agreement, the Buy/Sell Notice and the Murphy-Brown Purchase
     Agreement  for  the  purchase  price  (the  "Initial M-B G-I
     Purchase  Price")  set  forth  in the Buy/Sell Notice, which
     Initial  M-B G-I  Purchase Price is subject to adjustment in
     accordance  with  the  Murphy-Brown  Purchase Agreement, and
     (iii) the MB Member  Note, free and clear of all Liens, from
     Murphy-Brown  for  the  purchase  price  (the  "Murphy-Brown
     Member Note Purchase Price")  set  forth in the Murphy-Brown
     Purchase  Agreement  (the  transactions  described  in  this
     clause  (b),  collectively   the   "Murphy-Brown  Butterball
     Interest Purchase").

          (c)  Immediately  following  the  consummation  of  the
     Murphy-Brown  Butterball  Interest Purchase, pursuant to the
     Murphy-Brown  Butterball  Interest  Contribution  Agreement,
     Newco shall  contribute  to the Company (i) the Murphy-Brown
     Growing  Interest  and  (ii) $14,000,000 of  the outstanding
     principal and secured interest under the Murphy-Brown Member
     Note.  The transactions  described  in  this clause  (c) are
     collectively  referred  to  herein   as   the  "Murphy-Brown
     Butterball Interest Contribution".

          (d)  Immediately  following  the  consummation  of  the
     Murphy-Brown Butterball Interest Contribution, the Goldsboro
     Parties  and  the  Purchaser  shall (i) cause the Company to
     consummate the loan transaction contemplated by the Seaboard
     Commitment  Letters  pursuant  to  which  the  Company  will
     receive loan proceeds (the  "New  Butterball Credit Facility
     Loan Proceeds")  of  approximately  $301,400,000  (or   such
     greater or lesser amount as shall be needed  for the Company
     to satisfy its obligations in connection with  the  Closing)
     (the "New Butterball Credit Facility Loan Amount"), of which
     approximately  $200,000,000  will consist of a senior credit
     facility  and  approximately  $100,000,000  will  consist of
     subordinated debt, and (ii) cause the Company to use the New
     Butterball  Credit  Facility  Loan  Proceeds  to pay off the
     Butterball  Closing Date Indebtedness and, to the extent not
     paid  prior  to  the  Closing,  the  Financing  Fees and the
     Transaction  Expenses  (the  transactions  described in this
     clause (d),  collectively the "Butterball Refinancing").  In
     this regard, it  is  understood  that (x)  the Maxwell Group
     will  be  reimbursed  for  any  Commitment  Fees paid by the
     Maxwell  Group  (rather  than   by   the   Company   or  its
     Subsidiaries)  prior  to  the  Closing and (y) the Purchaser
     will  be  reimbursed  for  any  Commitment  Fees paid by the
     Purchaser  (rather  than by the Company or its Subsidiaries)
     prior to the Closing.

          (e)  Immediately  following  the  consummation  of  the
     Butterball  Refinancing,  the  Goldsboro Parties shall cause
     the Company to  purchase (i)  the Maxwell  Growing Interest,
     free and clear of all Liens other than Permitted Liens, from
     the Maxwell Group and  certain  MGI  Subsidiaries  and their
     Affiliates pursuant to the M-G  Purchase  Agreement  for the
     purchase price set forth in the M-G  Purchase Agreement (the
     "Initial M-G G-I Purchase  Price"),  which  Initial  M-G G-I
     Purchase Price is subject to adjustment  in  accordance with
     the M-G Purchase Agreement and (ii) the Maxwell Group Member
     Note, free and clear of all Liens other than Permitted Liens,
     from  Maxwell  for  the  purchase  price (the "Maxwell Group
     Member Note Purchase Price") set forth in  the  M-G

<PAGE> 17

     Purchase  Agreement  (the  transactions  described  in  this
     clause (e), collectively the "M-G Purchase").

          (f)  Immediately  following the consummation of the M-G
     Purchase,  pursuant to the Maxwell Redemption Agreement, the
     Goldsboro  Parties  will  cause the Company to purchase from
     Maxwell, and  Maxwell  to sell to  the Company, a Membership
     Interest in the  Company held by Maxwell representing a 1.1%
     interest in the  profits  of the Company  and an interest in
     the capital of the  Company  equal  to  the Maxwell Purchase
     Price,  free  and  clear  of all Liens, and in consideration
     therefor, the Goldsboro Parties  will  cause  the Company to
     pay at Closing a cash amount (the "Maxwell Closing Payment")
     equal  to  the  Maxwell  Purchase  Price  (the  transactions
     described in this  clause  (f),  collectively  the  "Maxwell
     Redemption").  Immediately  following  the  Maxwell Closing,
     Maxwell  will  own  a  Membership  Interest  in  the Company
     representing  more  than  50%  of  the total interest in the
     capital and profits of the Company.

     Section 2.2    Seaboard Closing.  Following the consummation
of  the  Maxwell  Closing, the Parties, as applicable, will cause
the  following  transactions  to  be  consummated at the Seaboard
Closing:

          (a)  (i) Pursuant  to  the Seaboard Purchase Agreement,
     Newco will (A) sell, transfer, and deliver to the Purchaser,
     free and clear  of all Liens, the 49.0%  Membership Interest
     in  the  Company  held  by  Newco  (the  "Newco   Membership
     Interest"), which will represent less  than 50% of the total
     interest in the capital and profits of  the Company, and (B)
     pay to the Purchaser in cash the amount,  if  any,  by which
     the Newco Loan Amount  (plus  accrued  interest,   if   any,
     thereon)   exceeds   the  Seaboard  Purchase Price,  and  in
     consideration  therefor,  the  Purchaser shall discharge the
     Newco  Promissory Note and shall return the Newco Promissory
     Note marked  "paid in full" to Newco, and (ii) the Purchaser
     shall contribute  in cash  to the Company an amount, if any,
     by which $177,500,000  exceeds  the Seaboard  Purchase Price
     (the "Seaboard Contribution") (the transactions described in
     this clause (a), collectively the "Seaboard Purchase").

          (b)  Immediately  following  the Seaboard Contribution,
     each  of  Maxwell  and  the  Purchaser  will own 50%  of the
     outstanding   Membership   Interests    in    the   Company,
     representing  50%  of  the total interest in the capital and
     profits of the Company.

     Section 2.3    Further Assurances.  Each Party shall on  the
Closing  Date  and  from time to time thereafter,  at  any  other
Party's  reasonable  request and without  further  consideration,
execute  and  deliver  to such other Party  such  instruments  of
transfer,  conveyance,  and assignment  as  shall  be  reasonably
requested  to  effect  the  transactions  contemplated  by   this
Agreement.

                          ARTICLE III.
              CLOSING DATE STATEMENTS; ADJUSTMENTS

     Section 3.1    Closing Date Statements.

          (a)  Not  less than two (2) Business  Days prior to the
     Closing  Date,  Maxwell  shall  deliver  to  the Purchaser a
     statement  (the  "Closing  Date  Indebtedness   Statement"),
     signed  by  the   Chief Financial  Officer of Maxwell, which
     sets forth, by lender, the

<PAGE> 18

     aggregate amount of the Butterball Closing Date Indebtedness.
     Attached to the Closing Date Indebtedness Statement will  be
     copies  of  the  Payoff  Letters,  or  forms  thereof, to be
     delivered in accordance with Section 9.2(e) hereof.

          (b)  Not  less  than two (2) Business Days prior to the
     Closing  Date,  Maxwell  shall  deliver  to  the Purchaser a
     statement  (the  "Closing  Date  Purchase Price Statement"),
     signed by the Chief Financial Officer of Maxwell, which sets
     forth the Murphy-Brown  Membership  Interest Purchase Price,
     the Initial M-B G-I Purchase  Price, the Murphy-Brown Member
     Note Purchase Price, the Total  Murphy-Brown Purchase Price,
     the  Maxwell  Purchase  Price, the  Murphy-Brown Member Note
     Purchase Price, the Maxwell Group Member Note Purchase Price,
     the Transaction Expenses, the Financing Fees, the Commitment
     Fees (including  the  Seaboard  Commitment Fee), the Initial
     M-G G-I  Purchase  Price,  the  Maxwell  Group  Member  Note
     Purchase Price, the Maxwell Closing  Payment,  the  Seaboard
     Purchase Price and the Seaboard Contribution.

     Section 3.2    Adjustment of Maxwell Purchase Price.

          (a)  Not less than three (3) Business Days prior to the
     Closing  Date,  Maxwell  shall  deliver  to the  Purchaser a
     statement  (the  "Estimated   Working   Capital   Schedule")
     containing   Maxwell's  estimate   of   Net  Working Capital
     ("Estimated  Net  Working Capital").

          (b)  No later than 120 days following the Closing Date,
     the  Parties  shall cause the Company to prepare and deliver
     to Maxwell and the Purchaser the Preliminary Working Capital
     Schedule.

          (c)  Maxwell  shall  have  thirty  (30)  days following
     receipt of the  Preliminary  Working Capital Schedule during
     which  to  notify  the  Purchaser of any dispute of any item
     contained in the Preliminary Working Capital Schedule, which
     notice  shall  set  forth in reasonable detail the basis for
     such dispute.  The Purchaser  shall  have  thirty (30)  days
     following  receipt  of  the   Preliminary   Working  Capital
     Schedule  during  which  to notify Maxwell of any dispute of
     any  item  contained  in  the  Preliminary  Working  Capital
     Schedule, which notice  shall set forth in reasonable detail
     the basis for such dispute.

          (d)  If  Maxwell  does  not notify the Purchaser of any
     such dispute  and  the  Purchaser does not notify Maxwell of
     any such dispute  within  such  thirty (30) day period, then
     the Preliminary Working  Capital Schedule shall be deemed to
     be the Final Working Capital Schedule.

          (e)  If  Maxwell  notifies  the  Purchaser  of any such
     dispute or  the  Purchaser  notifies  Maxwell  of  any  such
     dispute within such thirty (30) day period, then Maxwell and
     the Purchaser shall cooperate  in  good faith to resolve any
     such  dispute  as  promptly  as  possible,  and  upon   such
     resolution,  the  Final  Working  Capital  Schedule shall be
     prepared in accordance with the agreement of Maxwell and the
     Purchaser.

          (f)  If Maxwell and the Purchaser are unable to resolve
     any  dispute  regarding  the  Preliminary  Working   Capital
     Schedule within  thirty  (30) days (or such longer period as
     Maxwell and the  Purchaser shall mutually agree in writing),
     following notice of such

<PAGE> 19

     dispute, such dispute shall be submitted to, and all  issues
     having  a  bearing on such dispute shall be resolved by, (x)
     the  Raleigh,  North Carolina  office of Deloitte Touche, or
     (y) in the event such accounting firm is unable or unwilling
     to  take  such  assignment, a "Big Four" or other nationally
     recognized  accounting  firm mutually agreed upon by Maxwell
     and the Purchaser  (such  identified  accounting firm or, if
     applicable,  the  firm  so  selected,   the   "Arbitrator").
     Maxwell and the Purchaser shall instruct the Arbitrator that,
     in resolving any such dispute and in determining Net Working
     Capital and the Working Capital  Deficit  or Working Capital
     Surplus, if any, the Arbitrator shall not assign to any item
     in dispute a  value  that  is  (A) greater than the greatest
     value for such item assigned by Maxwell, on the one hand, or
     the  Purchaser,  on  the  other  hand,  or (B) less than the
     smallest value for such item assigned by Maxwell, on the one
     hand, or  the Purchaser, on the other hand.  Such resolution
     shall  be  final and binding on the Parties.  The Arbitrator
     shall use  commercially  reasonable  efforts to complete its
     work within  thirty (30) days following its engagement.  The
     fees, costs and  expenses  of  the  Arbitrator  (i) shall be
     borne by the Company in  the  proportion  that the aggregate
     dollar amount of all  unsuccessfully  disputed  items by the
     Purchaser (as finally determined by the Arbitrator) bears to
     the aggregate dollar  amount  of all such items so submitted
     by both Purchaser and the  Goldsboro Parties, and (ii) shall
     be borne by the Goldsboro  Parties  on  a  joint and several
     basis in the proportion that the  aggregate dollar amount of
     all successfully disputed items by the Purchaser (as finally
     determined by the Arbitrator) bears to the  aggregate dollar
     amount of all such items so submitted by both Purchaser  and
     the Goldsboro Parties.  If any disputes are submitted to the
     Arbitrator  pursuant  to  this  Section  3.2(f),  the  Final
     Working  Capital  Schedule  shall  be prepared in accordance
     with  the  decision  of  the  Arbitrator  and, to the extent
     applicable, the agreement of Maxwell and the Purchaser.

          (g)  Within  five  (5)  Business  Days  following   the
     determination  of  the  Final  Working  Capital  Schedule in
     accordance with this Section 3.2:

              (i)  To  the extent that there is a Working Capital
          Deficit, the  Goldsboro Parties shall be obligated on a
          joint and several basis  to  pay to the Company in cash
          an  aggregate  amount  equal  to  the  Working  Capital
          Deficit by wire transfer of immediately available funds.

              (ii) To  the  extent  there  is  a  Working Capital
          Surplus on the  Final  Working  Capital  Schedule,  the
          Purchaser and Maxwell shall cause the Company to pay to
          Maxwell  in  cash  an  aggregate  amount  equal  to the
          Working Capital Surplus by wire transfer of immediately
          available  funds  to  an account designated by Maxwell.
          Upon  such payment, the Company shall be fully released
          and  discharged  of  any obligation with respect to the
          Working Capital Surplus.

              (iii) Any  payment  made  pursuant  to this Section
          3.2(g) shall  include  an  additional  amount of simple
          interest equal to the  amount  of  interest  that  such
          payment would have earned had it earned interest at the
          rate per annum of 4% from the Closing Date  through the
          date of such payment.

<PAGE> 20

     Section 3.3    Goldsboro  Parties Release.  In consideration
for  the  agreement  and  covenants of the Purchaser set forth in
this Agreement, each of the Goldsboro Parties and each  of  their
respective  Affiliates  hereby,  effective  as  of  the  Closing,
knowingly,  voluntarily  and  unconditionally  releases,  forever
discharges, and covenants not to sue the Company or  any  of  its
Subsidiaries  and their respective predecessors  and  successors,
and   any  of  their  respective  current  and  former  officers,
directors, employees, agents, or representatives from and for any
and   all  claims,  causes  of  action,  demands,  suits,  debts,
obligations,  liabilities, damages, losses, costs,  and  expenses
(including  attorneys' fees) of every kind or nature  whatsoever,
known  or unknown, actual or potential, suspected or unsuspected,
fixed  or contingent, that such Goldsboro Party has or may  have,
now  or  in the future, arising out of, relating to, or resulting
from  any  act  of  commission or omission,  errors,  negligence,
strict  liability, breach of contract, tort, violations  of  law,
matter  or  cause whatsoever from the beginning of  time  to  the
Closing  Date;  provided, however, that such  release  shall  not
cover  any  claims  against the Company or its  Subsidiaries  (a)
under the Maxwell Group Member Note, unless and until the Maxwell
Group Member Note is purchased by the Company pursuant to Section
2.1(e),  (b)  with respect to amounts otherwise  payable  to  any
Goldsboro  Party or their Affiliates for goods sold  or  services
rendered  by  the  Goldsboro Parties or their Affiliates  to  the
Company  and its Subsidiaries in the Ordinary Course on or  prior
to  the Closing Date (which amounts, to the extent not paid prior
to  the  Closing  Date, shall be accrued as  liabilities  of  the
Company  and its Subsidiaries as of the Closing Date for purposes
of  determining  the Net Working Capital); or (c) any  obligation
arising under or contemplated by this Agreement.

                           ARTICLE IV.
      REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY

     The   Goldsboro  Parties  hereby,  jointly  and   severally,
represent and warrant to the Purchaser as follows as of the  date
hereof and the Closing Date:

     Section  4.1    Organization.  The Company and each  of  its
Subsidiaries  is a corporation or limited liability  company,  as
applicable,  duly formed and validly existing under the  laws  of
the jurisdiction of incorporation or organization, as applicable,
set  forth  on Schedule 4.1 and each has all requisite power  and
authority to own, lease and operate its properties and  to  carry
on  its business as now being conducted.  The Company and each of
its  Subsidiaries is duly qualified or registered  as  a  foreign
corporation  or  limited  liability company,  as  applicable,  to
transact  business under the Laws of each jurisdiction where  the
character  of  its activities or the location of  the  properties
owned   or   leased   by  it  requires  such   qualification   or
registration.    The  Goldsboro  Parties  have  heretofore   made
available  to  the Purchaser correct and complete copies  of  the
organizational  documents  of  the  Company  and  each   of   its
Subsidiaries as currently in effect and the corporate or  limited
liability  company, as applicable, record books with  respect  to
actions  taken  by its shareholders, board of directors,  members
and managers, as applicable.  Schedule 4.1 contains a correct and
complete list of the jurisdictions in which the Company and  each
of  its Subsidiaries is qualified or registered to do business as
a   foreign   corporation  or  limited  liability   company,   as
applicable.

     Section 4.2    Authorization.  The  Company  and each of its
Subsidiaries  has  the  right,  power,  authority and capacity to
execute  and  deliver  the  Company  Ancillary  Documents  and to
perform  its  obligations  thereunder  and  to   consummate   the
transactions contemplated thereunder.

<PAGE> 21

As  of  the  Closing,  the  consummation  of   the   transactions
contemplated  thereby  will  be  duly  authorized by all required
action on the part of the Company and each of its Subsidiaries.

     Section 4.3    Capital Structure.

          (a)  Schedule 4.3(a)  accurately  and  completely  sets
     forth the  capital  structure of the Company and each of its
     Subsidiaries including the number of membership interests or
     other equity interests  which  are authorized and which  are
     issued  and outstanding.   All of the issued and outstanding
     membership  interests  or  other  equity  interests  of  the
     Company and each of its Subsidiaries (x) are duly authorized,
     validly issued, fully  paid  and nonassessable, (y) are held
     of  record  by  the  Persons and in the amounts set forth on
     Schedule 4.3(a), and (z) were not  issued or acquired by the
     holders thereof in violation of any  Law,  agreement  or the
     preemptive  rights  of  any Person.  Except  as set forth on
     Schedule  4.3(a),  no  membership  interests or other equity
     interests  of  the  Company  or  any of its Subsidiaries are
     reserved for issuance or are held as treasury shares, and (i)
     there  are no outstanding options, warrants, rights,  calls,
     commitments,   conversion  rights,   rights   of   exchange,
     subscriptions,  claims   of   any   character,   agreements,
     obligations, convertible or exchangeable securities or other
     plans  or  commitments, contingent or otherwise, relating to
     the equity of  the  Company or any of its Subsidiaries; (ii)
     there  are  no  outstanding contracts or other agreements of
     the Company, any of  its Subsidiaries, the Goldsboro Parties
     or, to the Knowledge of  the  Goldsboro  Parties,  any other
     Person  to  purchase,  redeem  or   otherwise   acquire  any
     outstanding membership interests or other   equity interests
     of the Company or any of its Subsidiaries, or  securities or
     obligations of any kind convertible  into  any    membership
     interests or other equity interests of the Company or any of
     its   Subsidiaries;  (iii)  there   are  no   dividends   or
     distribution rights which have accrued  or been declared but
     are  unpaid  on  the  membership  interests  or other equity
     interests of  the  Company  or any of its Subsidiaries; (iv)
     there  are no outstanding or authorized equity appreciation,
     phantom stock,  equity  plans or similar rights with respect
     to the Company or any of its Subsidiaries; and (v) there are
     no voting agreements or other membership agreements relating
     to the management or equity  of  the  Company  or any of its
     Subsidiaries.  Except  as  set  forth  on  Schedule  4.3(a),
     neither the Company  nor  any  of  its Subsidiaries has ever
     purchased,  redeemed  or  otherwise  acquired any membership
     interests, units or other equity interests of the Company or
     any of its Subsidiaries.  Other than Maxwell  and    Murphy-
     Brown,  no   other   Person  is  the  record holder  of  any
     membership interests, units or other equity interests in the
     Company.  Schedule  4.3(a) also lists all non-cash dividends
     or  distributions  made by  the Company to its members since
     January 3, 2010.  To  the  Knowledge of any Goldsboro Party,
     no prior offer,  issue,  redemption,  call,  purchase, sale,
     transfer, negotiation or  other transaction of any nature or
     kind with respect to  any  membership   interests  or  other
     equity  interests   (including  options,  warrants  or  debt
     convertible into shares, options or warrants) of the Company,
     any of its Subsidiaries or any entity  that  has been merged
     into the Company or any such Subsidiary has  given  rise  to
     any  claim  or  action  by  any  Person  that is enforceable
     against the Company, any of its Subsidiaries, the  Goldsboro
     Parties or the Purchaser, and no fact or circumstance exists
     that could give rise to any such right, claim or action. All
     redemptions  or  transfers  of membership interests or other
     equity  interests  of the Company or any of its Subsidiaries
     since January 3, 2010 are set forth on Schedule 4.3(a).

<PAGE> 22


          (b)  Except  for  the  Term  Debt,  the  Revolver,  the
     Maxwell Group Member Note, the MB Member Note, capital lease
     obligations, trade  payables and other liabilities reflected
     in the Balance Sheet and except  as  set  forth  on Schedule
     4.3(b), there is no outstanding Indebtedness  of the Company
     or any of its Subsidiaries.

     Section 4.4   Subsidiaries.  Except as set forth on Schedule
4.4,  neither  the Company nor any of its Subsidiaries  has  ever
owned,  nor  does  it currently own, directly or indirectly,  any
capital stock or other equities, securities or interests  in  any
other   corporation   or  in  any  limited   liability   company,
partnership, joint venture or other entity.

     Section 4.5    Absence  of Restrictions and  Conflicts.  The
execution,  delivery  and  performance  of  this  Agreement,  the
Company Ancillary Documents, the consummation of the transactions
contemplated  hereby  and  thereby,  and  the  fulfillment of and
compliance with the terms and conditions  hereof  and thereof, do
not or will not (as the case may be), with the passing of time or
the  giving  of  notice  or  both,  violate  or  conflict   with,
constitute a breach of or default under, result  in  the  loss of
any  benefit  under,  permit  the  acceleration of any obligation
under or create in any party  the  right  to terminate, modify or
cancel, (a) any term or provision of the organizational documents
of  the  Company  or  any  of  its  Subsidiaries,  (b)  except as
indicated on Schedule 4.14 and except for contracts with  respect
to the Revolver, the Term Debt, the Maxwell  Group  Member  Note,
the MB Member Note and any  other  Indebtedness  to  be  paid  in
connection with the consummation of the transactions contemplated
by  this  Agreement,  any Company Contract or any other contract,
agreement,   permit,   franchise,  license  or  other  instrument
applicable to the  Company  or any of its Subsidiaries that would
reasonably be expected to result  in a Material Adverse Effect on
the Business, (c) any judgment,  decree  or order of any court or
Governmental Entity or agency to which  the Company or any of its
Subsidiaries is a party or by which the  Company  or  any  of its
Subsidiaries or any of their respective properties are  bound, or
(d) any Law or arbitration award applicable to the Company or any
of its Subsidiaries.  Except for filings pursuant to the HSR Act,
no consent, approval, order or authorization of, or registration,
declaration or filing with, any Governmental Entity  is  required
with  respect  to  the  Company  or  any  of  its Subsidiaries in
connection with the execution, delivery or  performance  of  this
Agreement, the Company Ancillary Documents,  or  the consummation
of the transactions contemplated hereby or thereby.

Section 4.6    Real Property.

          (a)   Schedule 4.6(a) sets forth a correct and complete
     description of the Owned Real Property.

          (b)   The Company or one of its Subsidiaries, as listed
     on  Schedule  4.6(a),  has good  and marketable title to the
     Owned Real Property, subject to Permitted Liens.

          (c)   Schedule 4.6(c) sets forth a correct and complete
     description of the Leased Real Property.

          (d)   The Company or one of its Subsidiaries, as listed
     on  Schedule 4.6(c), has  a  valid leasehold interest in the
     Leased Real Property, and the leases granting such interests
     are in full force and effect.

<PAGE> 23

          (e)   Except  as  set  forth  on  Schedule  4.6(e),  no
     portion of the  Company  Real  Property,  or any building or
     improvement  located  thereon,  to  the  Knowledge  of   the
     Goldsboro Parties, violates in any material respect any Law,
     including those Laws relating to zoning, building, land use,
     environmental, health and safety, fire, air,  sanitation and
     noise control, except to the extent  that any such violation
     or noncompliance would not interfere with  the  Business  as
     currently conducted by the  Company  and  its  Subsidiaries.
     Except for the Permitted Liens or as set forth  on  Schedule
     4.6(e), no Company Real Property is subject to any decree or
     order of any Governmental  Entity  (or, to  the Knowledge of
     any Goldsboro Party, threatened or proposed order).

          (f)   The improvements and fixtures on the Company Real
     Property  are,  in  all  material  respects, considered as a
     whole, in good  operating  condition  and in a state of good
     maintenance and repair, ordinary wear and tear excepted, and
     are adequate and  suitable  for  the purposes for which they
     are  presently  being  used.  There  is  no  condemnation or
     similar  proceeding  pending  or,  to  the  Knowledge of any
     Goldsboro Party, threatened against any  of the Company Real
     Property  or  any  improvement  thereon.  The  Company  Real
     Property constitutes all of the real  property  utilized  by
     the  Company  and  its  Subsidiaries in the operation of the
     Business.

     Section 4.7    Title to Assets; Related Matters.

          (a)   Except  as set  forth on Schedule 4.7 the Company
     and its  Subsidiaries  have good and marketable title to all
     of  their  respective property and assets, free and clear of
     all  Liens except Permitted Liens.

          (b)   All  equipment  and  other  items   of   tangible
     personal  property  and  assets  of  the  Company  and   its
     Subsidiaries (i) are, in all  material  respects, considered
     as  a  whole, in good  operating condition and in a state of
     good maintenance and repair, ordinary wear and tear excepted,
     (ii) were  acquired  and  are  usable  in  the  regular  and
     Ordinary Course and (iii) conform, in all material respects,
     to all applicable Laws.  No Person other than the Company or
     its  Subsidiaries  owns  any  equipment  or  other  tangible
     personal  property or assets situated on the premises of the
     Company  or any of its Subsidiaries, except for leased items
     that are subject to personal property leases.  Except as set
     forth on Schedule 4.7,  since  January 3, 2010,  neither the
     Company nor any of its Subsidiaries has sold, transferred or
     disposed of any assets, other than sales of inventory in the
     Ordinary  Course  and  other  sales  of assets which, in the
     aggregate, do not exceed $100,000 in sales price.

     Section 4.8   Inventory. The Company's and its Subsidiaries'
inventory (both as of the date hereof and on the Closing Date  as
will be reflected on the Final Working Capital Schedule), to  the
Knowledge  of  the Goldsboro Parties, (a) is sufficient  for  the
operation of the Company's and its Subsidiaries' business in  the
Ordinary  Course,  (b)  consists  of  items  that  are  good  and
merchantable within normal trade tolerances, (c) is of a  quality
and  quantity presently usable or saleable in the Ordinary Course
(subject to applicable reserves), (d) is valued on the books  and
records  of  the Company or a Subsidiary, as applicable,  at  the
lower of cost or market consistent with past practice, and (e) is
subject   to   reserves  determined  in  accordance  with   GAAP,
specifically  including  reserves  for  obsolescence  and  excess
inventory.   To  the  Knowledge  of  the

<PAGE> 24

Goldsboro  Parties,  no previously  sold  inventory is subject to
returns  in  excess  of those  historically  experienced by   the
Company   or   its Subsidiaries.

     Section 4.9   Financial    Statements.     The     Financial
Statements  are  attached  as  Schedule  4.9  hereto.   Except as
expressly noted on Schedule 4.9, the Audited Financial Statements
have been  prepared  in  accordance  with GAAP from the books and
records of  the  Company and its Subsidiaries, and such books and
records have  been  maintained  on  a basis consistent with GAAP.
Each  balance   sheet   included  in   the  Financial  Statements
(including the related  notes  and schedules) fairly presents, in
all material respects,  the financial position of the Company and
its Subsidiaries, as  applicable,  as of the date of such balance
sheet, and each statement  of  income  and cash flows included in
the  Financial  Statements  (including  the  related   notes  and
schedules) fairly presents, in all material respects, the results
of operations and  changes  in cash  flows of the Company and its
Subsidiaries for the  periods  set forth therein, in each case in
accordance  with  GAAP  (except  with  respect  to  the   Interim
Financial Statements, which  are  not prepared in accordance with
GAAP, and as otherwise as expressly noted therein or as disclosed
on Schedule 4.9).  Since the date of the Balance Sheet, there has
been no change in any accounting  (or  tax  accounting)   policy,
practice or procedure of  the Company or any of its Subsidiaries.
The Company  and  its  Subsidiaries  maintain  accurate books and
records  reflecting  each  of  their  assets  and liabilities and
maintain  proper  and  adequate  internal   accounting   controls
sufficient  to  provide  reasonable  assurances   regarding   the
reliability of financial reporting and  the preparation of annual
financial  statements  for  external  purposes in accordance with
GAAP.

     Section 4.10   No  Undisclosed   Liabilities.    Except   as
disclosed  on Schedule 4.10 or any of the other Schedules, to the
Knowledge  of  the Goldsboro Parties, neither the Company nor any
of its Subsidiaries has any liability (whether absolute, accrued,
contingent  or  otherwise)  that  is  not adequately reflected or
provided for in the Balance Sheet,  except  liabilities that have
been incurred since the date of the Balance Sheet in the Ordinary
Course.

     Section 4.11   Absence  of  Certain Changes.  Since the date
of the  Balance Sheet and through the date of this Agreement, and
except  as set forth on Schedule 4.11, there has not been (i) any
Material  Adverse  Effect,  (ii) any damage, destruction, loss or
casualty  to  property  or  assets  of  the Company or any of its
Subsidiaries with a value in excess of $1,000,000, whether or not
covered  by  insurance,  (iii)  any  action  taken to declare any
dividend, pay  or  set  aside  for  payment any dividend or other
distribution,  or  make any payment to any related parties (other
than the payment of  salaries in the Ordinary Course) or (iv) any
action taken of the  type  described in Section 8.1 hereof, that,
had such action occurred  following  the  date hereof without the
Purchaser's prior approval, would be in  violation of Section 8.1
hereof.

     Section 4.12   Legal  Proceedings.  Except  as  set forth on
Schedule 4.12,  there  is  no  suit, action,  claim, arbitration,
proceeding or  investigation  pending or, to the Knowledge of any
Goldsboro Party, threatened against, relating to or involving the
Company,  any  of  its  Subsidiaries  or their respective real or
personal  property  before  any  Governmental   Entity   or   any
arbitrator (a "Company  Legal  Proceeding").  Notwithstanding the
foregoing, it  is understood that Schedule 4.12 need not list any
matters which  have  only  been threatened (as opposed to matters
which are  pending) unless such threatened matters are reasonably
likely  to  result  in  Losses  to  the  Company  or  any  of its
Subsidiaries,  which  exceed  $50,000  with  respect  to any such
matter  individually  or  which  exceed $100,000 in the aggregate
with respect to all such matters.

<PAGE> 25

     Section 4.13   Compliance with Law.  The Company and each of
its  Subsidiaries  is  (and has been at all times during the past
four  (4) years)  in compliance in all material respects with all
applicable  Laws,  except  to  the  extent such instances of non-
compliance would not require  payment by, or result in Losses to,
the Company or any of its Subsidiaries, in excess of $50,000 with
respect  to  any  such  instance  individually  or  in  excess of
$100,000  in  the  aggregate  with respect to all such instances.
Except as set forth on Schedule 4.13, neither the Company nor any
of  its  Subsidiaries  has received any written notice that it is
under investigation with respect to, and, to the Knowledge of any
Goldsboro Party,  neither the Company nor any of its Subsidiaries
is  otherwise  now  under  investigation  with  respect  to,  any
violation  of  any  applicable  Law  or  other  requirement  of a
Governmental  Entity.   Neither  the  Company  nor  any  of   its
Subsidiaries is (a) subject to any judgment, decree,  injunction,
rule or order of any court or arbitration  panel  or (b) debarred
or suspended from doing business with any Governmental Entity.

     Section 4.14   Company  Contracts.   Correct   and  complete
copies  of  all  Company  Contracts  have  been made available to
Purchaser.  To  the  Knowledge  of  the  Goldsboro  Parties,  the
Company Contracts are  legal,  valid, binding and enforceable, in
all material respects,  in accordance with their respective terms
with  respect  to  the  Company  or  any  of its Subsidiaries, as
applicable, and each  other  party  to  such  Company  Contracts.
There is no existing material  default  or material breach by the
Company or  any  of  its  Subsidiaries,  as applicable, under any
Company Contract (or event  or  condition  that,  with  notice or
lapse of time or both could constitute a default or breach), and,
to the Knowledge of any Goldsboro Party, there is no such default
(or event or condition that, with notice or lapse of time or both,
could constitute a  default or breach)  with respect to any third
party to any Company Contract.  To the Knowledge of the Goldsboro
Parties,  neither  the  Company  nor  any  of its Subsidiaries is
participating  in  any  discussions  or  negotiations   regarding
modification of or  amendment  to  any  Company Contract or entry
into any new material  contract applicable to the Company, any of
its Subsidiaries or  the real or personal property of the Company
or any of its Subsidiaries.  Except as set forth on Schedule 4.14,
no Company  Contract  requires  the  consent  of or notice to the
other  party  thereto  to  avoid any  material breach, default or
violation  of  such  contract,  agreement  or other instrument in
connection with the transactions contemplated hereby.

     Section 4.15   Tax Returns; Taxes.

          (a)  Except as otherwise disclosed on Schedule  4.15(a):
     (i)  all  Tax  Returns  of  the  Company  and  each  of   its
     Subsidiaries due to  have  been filed through the date hereof
     in accordance with any applicable  Law have been timely filed
     and are  correct  and complete in all material respects; (ii)
     all Taxes, deposits of  Taxes  or  other payments relating to
     Taxes  due  and  owing  by  the  Company  and  each  of   its
     Subsidiaries (whether or not shown on any  Tax  Return), have
     been paid in full; (iii) there are not now any  extensions of
     time in effect with  respect  to  the  dates on which any Tax
     Returns of the Company or any of its Subsidiaries were or are
     due to  be  filed; (iv) all deficiencies asserted as a result
     of  any  examination of any Tax Returns of the Company or any
     of  its  Subsidiaries  have been paid in full, accrued on the
     books of  the  Company or its Subsidiaries, as applicable, or
     finally  settled,  and  no  issue has been raised in any such
     examination  which,   by  application of the same or  similar
     principles,  reasonably  could  be  expected  to result in  a
     proposed deficiency for any other period not so examined; (v)
     no claims have been asserted and no proposals or deficiencies
     for any Taxes of the Company

<PAGE> 26

     or any of its Subsidiaries are being asserted,  proposed  or,
     to  the Knowledge of the Company, threatened, and no audit or
     investigation of any return or report of Taxes of the Company
     or any of its Subsidiaries is currently underway, pending or,
     to the  Knowledge  of  the Company, threatened; (vi) no claim
     has ever been made by a taxing authority in a jurisdiction in
     which the Company  or  any  of its Subsidiaries does not file
     Tax Returns that it is  or may be subject to taxation by that
     jurisdiction; (vii) the  Company and each of its Subsidiaries
     have  withheld  and paid all  Taxes  required  to  have  been
     withheld and paid in connection with amounts paid or owing to
     any  employee,  independent  contractor,  creditor,   member,
     partner, stockholder or other third party;  (viii)  there are
     no outstanding waivers or agreements by or on behalf  of  the
     Company or any of its Subsidiaries  for the extension of time
     for the assessment of any Taxes  or  deficiency  thereof, nor
     are there any requests for rulings, outstanding subpoenas  or
     requests for information, notice  of proposed reassessment of
     any  property  owned  or  leased by the Company or any of its
     Subsidiaries or any other matter pending between the  Company
     or any of its Subsidiaries and  any  taxing  authority;  (ix)
     there  are  no  Liens  for  Taxes (other than Liens for Taxes
     which  are  not yet due and payable), nor are there any Liens
     for Taxes  which  are  pending  or, to the Knowledge  of  the
     Company,  threatened; (x)  none of the Goldsboro Parties is a
     "foreign  person"  within  the meaning of Section 1445 of the
     Code; (xi) neither the Company nor any of its Subsidiaries is
     a party to any  Tax  allocation  or  sharing  agreement under
     which the Company or  any  of  its Subsidiaries will have any
     liability after  the  Closing; (xii) neither  the Company nor
     any of its Subsidiaries  has  been a member  of an affiliated
     group filing a consolidated  U.S.  federal  income Tax Return
     (other than a group the common parent of which the Company is
     the  parent);  (xiii)  neither  the  Company  nor  any of its
     Subsidiaries has any liability for the  Taxes  of  any Person
     (other than the Company or its Subsidiaries)  under  Treasury
     Regulation  section  1.1502-6  (or any  similar  provision of
     state, local, or foreign Law), as a transferee or  successor,
     by contract, or otherwise; (xiv) neither the Company  nor any
     of its Subsidiaries has made any payments,  is  obligated  to
     make  any payments, or is a party to any agreement that under
     certain  circumstances could obligate it to make any payments
     that  will  not be deductible under Section 280G of the Code;
     (xv) the  Company  is  a  partnership  for federal income Tax
     purposes  and  has   not  made  an  election  under  Treasury
     Regulation Section 301.7701-3  to be  taxed as a corporation;
     (xvi)  no  Subsidiary  has  made  an  election under Treasury
     Regulation Section 301.7701-3 relating to  its classification
     for federal income tax purposes; and (xvii)   the Company and
     its  Subsidiaries  have  at all times used proper  accounting
     methods and periods in computing their Tax liability.

          (b)  Except  as  set  forth  on  Schedule  4.15(b),  the
     Goldsboro Parties have delivered to the Purchaser correct and
     complete  copies  of  all  federal,  state, local and foreign
     income Tax Returns (together with any agent's reports and any
     accountants'  work papers)  relating to the operations of the
     Company and each  of its Subsidiaries for taxable years ended
     on or after December 31, 2005.

          (c)  The  unpaid   Taxes   of   the   Company   and  its
     Subsidiaries  did  not,  as  of  the  date of  the applicable
     Financial Statements,  exceed  the reserve  for Tax liability
     (rather than any reserve for  deferred  Taxes  established to
     reflect timing differences between  book  and Tax income) set
     forth on the face of the applicable balance sheet included in
     the Financial Statements (rather  than  any  notes  thereto).
     Since January 3, 2010, neither the

<PAGE> 27

     Company  nor  any  of  its  Subsidiaries  has  incurred   any
     liability  for  Taxes  arising  from  extraordinary  gains or
     losses,  as  that  term is used in GAAP, outside the Ordinary
     Course.

          (d)  None of  the Company's Subsidiaries has distributed
     stock of  another Person, or has had its stock distributed by
     another  Person,  in  a  transaction  that  was  purported or
     intended to be governed in whole or in part by Section 355 or
     Section 361 of the Code.

     Section 4.16  Officers and Employees. Except as set forth on
Schedule 4.16, neither the Company nor any of its Subsidiaries is
a  party  to or bound by any Employment Agreement.  The Goldsboro
Parties  have  provided  to the Purchaser  correct  and  complete
copies  of each Employment Agreement to which the Company or  any
of  its  Subsidiaries  is a party, or by which  any  of  them  is
otherwise  bound.   To  the Knowledge of the  Goldsboro  Parties,
there  is no existing default or breach of the Company or any  of
its  Subsidiaries, as applicable, under any Employment  Agreement
(or event or condition that, with notice or lapse of time or both
could  constitute  a default or breach), and  there  is  no  such
default (or event or condition that, with notice or lapse of time
or  both,  could constitute a default or breach) with respect  to
any third party to any Employment Agreement.  Except as set forth
on Schedule 4.12, neither the Company nor any of its Subsidiaries
nor   any   Goldsboro  Party  has  received  a  claim  from   any
Governmental Entity to the effect that the Company or any of  its
Subsidiaries  has  improperly classified any  person  (a)  as  an
independent  contractor or (b) as "exempt" or "non-exempt"  under
the  FLSA.   Except as set forth on Schedule 4.16,  no  Goldsboro
Party  has  made any verbal commitments to any officer, employee,
former  employee,  consultant or independent  contractor  of  the
Company  or any of its Subsidiaries with respect to compensation,
promotion,  retention, termination, severance or similar  matters
in  connection  with  the  transactions  contemplated  hereby  or
otherwise.   The retention and severance agreements entered  into
by  Maxwell with certain employees of the Company as described on
Schedule  4.16  shall  be  assumed and paid  by  the  Company  in
accordance with the terms of those agreements.

     Section 4.17   Company  Benefit  Plans.  To the Knowledge of
the Goldsboro Parties, each Company Benefit Plan is identified in
Schedule  4.17, and the Goldsboro Parties have provided a correct
and  complete  copy  of  each such plan to the Purchaser together
with the most recent  report filed with respect to such plan with
any  Governmental  Entity.  Except as set forth in Schedule 4.17,
no Company Benefit  Plan  is subject to Title IV of ERISA, and no
Company Benefit Plan is  described  in Section 413(c) of the Code
or Section 3(40) of ERISA.  Except as set forth in Schedule 4.17,
the terms of each Company Benefit  Plan  as  currently  in effect
that purports to be qualified under Section  401(a)  of  the Code
and any trust which is a part of any such  Company  Benefit  Plan
are subject to a favorable determination letter or opinion letter
from the U.S. Internal Revenue Service, and each  such  plan  has
been operated  and  administered  in  accordance  with  all  Laws
(including  ERISA and the Code).  The terms of each other Company
Benefit Plan satisfy the  requirements  of  Laws (including ERISA
and  the  Code),  and  each  such  plan  has  been  operated  and
administered in accordance with all Laws (including ERISA and the
Code) except  as  would not reasonably be expected to result in a
Material Adverse  Effect on the Business.  Except as set forth in
Schedule 4.17, the  Company  and  each  of  its Subsidiaries have
timely satisfied all reporting and  disclosure  obligations under
Laws (including ERISA and the Code)  with  respect to the Company
Benefit Plans except as  would  not  reasonably  be  expected  to
result in a Material  Adverse  Effect  on  the  Business.  To the
Knowledge of the Goldsboro Parties,

<PAGE> 28

neither the Company nor an  ERISA  Affiliate  has  any  liability
(directly  or  indirectly,  contingent  or  otherwise)  under any
Employee Benefit Plan other  than a Company Benefit Plan.  To the
Knowledge of the Goldsboro Parties, there have been no prohibited
transactions  (as described  in  Section  406 of ERISA or Section
4975 of the Code) with respect  to any Company Benefit Plan which
have not been corrected in full  with respect to which any Tax or
penalty is due or which are not  otherwise  exempt  under Section
4975(d) of the Code or Section 408 of ERISA.  Except as set forth
in Schedule 4.17, if the benefits  under  a  Company Benefit Plan
are funded through a trust, the fair  market  value of the assets
of such trust equal or exceed the  liabilities  of such plan.  If
the  benefits  under  a  Company  Benefit Plan are funded through
insurance contracts, such  contracts are in full force and effect
and all premiums have been  paid  when due.  If benefits under  a
Company Benefit Plan are  funded  from the  general assets of the
Company or any of  its  Subsidiaries,  the  liability for funding
such benefits is shown on the books and records of the Company or
the applicable Subsidiary  of the Company in accordance with GAAP
and  any  applicable   standards   of  the  Financial  Accounting
Standards  Board.  Except  as  set forth in Schedule 4.17, to the
Knowledge of the Goldsboro  Parties, the  Company and each of its
Subsidiaries have made full  and  timely  payment of  all amounts
which are required to be paid  as  contributions to  each Company
Benefit  Plan.  No  Company  Benefit  Plan provides  for benefits
described in Section 3(1) of  ERISA  following  a  termination of
employment except as required  under Part  6 of Title I of ERISA,
and the Company and each of its Subsidiaries have complied in all
respects with the healthcare  continuation  coverage requirements
of Part 6 of Title I of ERISA.  Except  as set forth in  Schedule
4.17, to  the  Knowledge  of  the  Goldsboro Parties, there is no
contract, agreement, plan or  arrangement  with  any Person which
provides for any payment to any employee by the Company or any of
its Subsidiaries, which payment  would  fail to  be deductible by
reason  of  Section  280G  of  the Code or which would exceed the
deduction limits under Section 404 of  the  Code.  Except  as set
forth in Schedule 4.17, to the Knowledge of the Goldsboro Parties,
neither  the  Company  nor   any  of  its  Subsidiaries  has  any
contractual obligation to maintain any  Company  Benefit Plan for
any  period  of  time  or  to make contributions from its general
assets at a fixed rate to such  plan (other than premium payments
for an insurance contract which  are  set on a year-to-year basis
and matching contributions as  provided  in  the Company's 401(k)
plan), and the Company can  terminate any Company Benefit Plan at
any time, including a  Company Benefit Plan which is described in
Section 401(k) of the  Code, without any early termination fee or
penalty becoming due  under  the  terms  of  any group annuity or
other insurance contract.

     Section 4.18   Labor  Relations.  Except  as  set  forth  in
Schedule  4.18,  (a)  neither  the  Company   nor   any   of  its
Subsidiaries is a  party  to any collective bargaining agreement,
contract or legally  binding  commitment  to  any  trade union or
employee  organization  or  group  in  respect  of  or  affecting
employees; (b) neither the Company nor any of its Subsidiaries is
currently  engaged  in  any  negotiation  with any trade union or
employee organization; (c) neither  the  Company  nor any  of its
Subsidiaries has engaged in  any unfair labor practice within the
meaning of  the  National  Labor  Relations Act,  and there is no
pending or, to the Knowledge  of any  Goldsboro Party, threatened
complaint  regarding  any  alleged  unfair  labor practices as so
defined; (d) there is no strike, labor dispute, work slow down or
stoppage pending or, to  the  Knowledge  of  any Goldsboro Party,
threatened against the  Company  or  any of its Subsidiaries; (e)
there is no arbitration  proceeding  arising out of any grievance
or under any collective bargaining agreement which is pending or,
to the Knowledge of any  Goldsboro  Party, threatened against the
Company or any of its  Subsidiaries; (f)  neither the Company nor
any of its Subsidiaries has experienced

<PAGE> 29

any material work stoppage; (g) neither the  Company  nor  any of
its Subsidiaries is the subject of any union organization effort;
(h) there are no claims pending  or,  to  the  Knowledge  of  any
Goldsboro Party, threatened against the Company  or  any  of  its
Subsidiaries  related  to  the  status  of  any  individual as an
independent contractor or employee; and (i) the  Company and each
of its Subsidiaries have complied in all respects with WARN.

     Section 4.19   Insurance Policies.  Schedule 4.19 sets forth
a  list  of all policies of insurance currently maintained, owned
or  held  by  the  Company  and  its  Subsidiaries (excluding any
insurance  contract  which  is  part  of  a  Company Benefit Plan
identified  on  Schedule  4.17)  (collectively,  the   "Insurance
Contracts"),  including the policy limits or amounts of coverage,
deductibles  or self-insured retentions, and annual premiums with
respect thereto.  To the Knowledge of the Goldsboro Parties, such
Insurance  Contracts  are  valid  and  binding in accordance with
their  terms,  are  in  full  force and effect, and the Insurance
Contracts  will  continue  in  effect  after  the  Closing  Date.
Similar  coverage  to  the  coverage  set  forth in the Insurance
Contracts  has been maintained on a continuous basis for the last
four  (4)  years.  To  the  Knowledge  of  the Goldsboro Parties,
neither  the  Company  nor  any  of its Subsidiaries has received
written notice that (a) it has breached or defaulted under any of
such Insurance Contracts, or (b) that any event has occurred that
would   permit   termination,   modification,   acceleration   or
repudiation  of such Insurance Contracts.  Except as set forth in
Schedule 4.19  and  except as would not reasonably be expected to
result in a Material  Adverse Effect on the Business, neither the
Company nor any of its  Subsidiaries  is  in default (including a
failure to pay an insurance premium when due) with respect to any
Insurance  Contract,  nor  has  the  Company  nor  any   of   its
Subsidiaries failed to give any notice of  any  claim  under such
Insurance Contract in due and timely fashion  nor has the Company
nor any of its Subsidiaries ever been denied  or  turned down for
insurance coverage.

     Section 4.20   Environmental,   Health  and  Safety Matters.
Except as set forth on Schedule 4.20:

          (a)  The  Company  and each of its Subsidiaries possess
     all permits  and  approvals  required  under, and each is in
     compliance in all  material respects with, all Environmental
     Laws, and the Company  and  each  of  its Subsidiaries is in
     compliance in all material  respects  with   all  applicable
     limitations,    restrictions,     conditions,     standards,
     prohibitions,  requirements,   obligations,  schedules   and
     timetables  contained  in  all  Environmental  Laws,  or any
     notice or demand letter issued thereunder,

          (b)  to the Knowledge of the Goldsboro Parties, neither
     the  Company nor any of its Subsidiaries has received notice
     of actual  or  threatened  liability  under  CERCLA  or  any
     similar foreign,  state  or  local Law from any Governmental
     Entity  or  any  third  party  and  there  is  no  fact   or
     circumstance that could form the  basis for the assertion of
     any  claim  against  the  Company or any of its Subsidiaries
     under any Environmental Law, including CERCLA or any similar
     local, state or foreign Law with respect to any on-site   or
     off-site location;

          (c)  neither  the  Company  nor any of its Subsidiaries
     has entered into or agreed to enter into, any consent decree
     or order, and  neither   the   Company   nor   any   of  its
     Subsidiaries is subject to any  judgment, decree or judicial
     or administrative order relating

<PAGE> 30

     to  compliance  with,  or the cleanup of Hazardous Materials
     under, any applicable Environmental Law;

          (d)  neither  the  Company nor  any of its Subsidiaries
     has been  alleged  to  be  in violation of, and has not been
     subject  to  any  administrative  or   judicial   proceeding
     pursuant to, applicable Environmental Laws either now or any
     time during the past four (4) years;

          (e)  to  the  Knowledge  of  the Goldsboro Parties, the
     Company and the Goldsboro Parties have made available to the
     Purchaser  copies  of  all  reports, notices and assessments
     relating to material  environmental  matters  of the Company
     and its Subsidiaries; and neither the Company nor any of its
     Subsidiaries has paid any fine, penalty or assessment within
     the  prior  four  (4) years  with  respect  to environmental
     matters; and

          (f)  neither the Company nor any of its Subsidiaries is
      subject  to  any claim, obligation, liability, loss, damage
      or expense of  any kind or nature whatsoever, contingent or
      otherwise, incurred  or imposed or based upon any provision
      of  any  Environmental  Law  or  arising  out of any act or
      omission of the Company or any of  its Subsidiaries, or the
      Company's or any of its Subsidiaries'  employees, agents or
      representatives  or  arising  out  of  the  ownership, use,
      control  or  operation  by  the  Company  or  any  of   its
      Subsidiaries of any plant, facility, site, area or property
      (including  any  plant,  facility,  site,  area or property
      currently  or  previously owned or leased by the Company or
      any of its Subsidiaries) from which any Hazardous Materials
      were Released  into the environment (the term "environment"
      meaning any surface or ground water, drinking water supply,
      soil,  surface  or  subsurface  strata  or  medium,  or the
      ambient  air);  neither  the  Company   nor   any   of  its
      Subsidiaries has imported, manufactured,  stored,  managed,
      used,  operated,  transported,  treated or disposed  of any
      Hazardous  Material  other  than  in   compliance   in  all
      material respects with all Environmental Laws.

          Section 4.21   Intellectual Property.

          (a)  Schedule 4.21(a)  contains  a  list of all Company
     Registered  Intellectual Property, and specifying as to each
     scheduled item,  as  applicable,  the assigned identifier or
     number, title or mark,  filing  date,  registration or grant
     date and jurisdiction, and  identifies  that  which is owned
     and that which is licensed by the  Company  and  any  of its
     Subsidiaries.

          (b)  Except  as  set  forth  in  Schedule  4.21(b),  no
     Company Intellectual Property owned by the Company or any of
     its Subsidiaries, or product or service as currently used by
     the  Company  or  any  of   its   Subsidiaries   and   which
     incorporates  and  relates  to  such  Company   Intellectual
     Property, is subject to any proceeding or outstanding decree,
     order,  judgment,   settlement   agreement   or  stipulation
     (excluding licenses and business  arrangements  entered into
     by the Company or any of its  Subsidiaries  in  the Ordinary
     Course) (i) restricting in any  manner  the use, transfer or
     licensing thereof by the Company or  any of its Subsidiaries
     or (ii) that may affect the validity, use  or enforceability
     of the Company Intellectual Property or any  such product or
     service.


<PAGE> 31

     Each  item  of  Company  Registered   Intellectual  Property
     owned by the Company or any of its  Subsidiaries is    valid
     and subsisting.  Except  as set  forth  on Schedule 4.21(b),
     all necessary registration, maintenance and renewal     fees
     currently   due   in   connection  with  Company  Registered
     Intellectual  Property  owned  by  the Company or any of its
     Subsidiaries  have been made for the purposes of maintaining
     and  recording   ownership   of   such   Company  Registered
     Intellectual Property  in  any  jurisdiction material to the
     operations of the  Company  as  currently  conducted  and as
     proposed to be conducted.

          (c)  Except  as  set  forth  on  Schedule  4.21(c), the
     Company owns  and  has  good and  exclusive title to, or has
     licenses  for, each  item  of  Company Intellectual Property
     necessary  for  the  conduct  of  the  Company's   and   its
     Subsidiaries'  business  as  currently   conducted   and  as
     proposed  to  be  conducted,  free  and  clear  of  any Lien
     (excluding  licenses  and  related  restrictions);  and  the
     Company is  the exclusive owner or exclusive licensee of all
     trademarks and service marks, brands, trade names and domain
     names  of  the  Company  Registered  Intellectual  Property.
     Except as set forth on Schedule 4.21(c), neither the Company
     nor any of its  Subsidiaries  has  granted  any  rights   or
     interest  in  the  Company  Intellectual Property to a third
     party.

          (d)  The Company owns exclusively and has good title to
     all copyrighted works created by or on behalf of the Company
     or any  of its  Subsidiaries for, or otherwise has the right
     to use the  copyrighted  works on or in connection with, the
     products  currently  offered by or proposed to be offered by
     the Company or any of its Subsidiaries.

          (e)  To  the  extent  that  the   Company  Intellectual
     Property has  been developed or created by a third party for
     the Company or any of its Subsidiaries, the Company or  such
     Subsidiary, as applicable, has either (i) obtained a written
     agreement with such  third  party  confirming  the Company's
     ownership of such Company Intellectual Property, or (ii) has
     an irrevocable  license sufficient for the operations of the
     Company and each of its Subsidiaries  as currently conducted
     and as proposed to be conducted to all of such third party's
     Intellectual Property in such work, material or invention by
     operation of law or by valid agreement.

          (f)  The operations of the Company and its Subsidiaries
     as  currently  conducted  and  as  proposed to be conducted,
     including the Company's and any of its Subsidiaries' design,
     development,  marketing and sale of the products or services
     of  the  Company  and  any  such  Subsidiary,  has not since
     October 2, 2006, and does not, infringe or misappropriate in
     any manner the Intellectual  Property of any third party or,
     to the Knowledge of any Goldsboro  Party, constitute  unfair
     competition  or  trade  practices  under  the  Laws  of  any
     jurisdiction.

          (g)  The  Goldsboro Parties have no Knowledge, and have
     not  received  written  notice  of or any other overt threat
     from any  third party, that the operation of the Company and
     its  Subsidiaries  as  it  is  currently  conducted  and  as
     proposed  to  be  conducted,  or  any act, product, service,
     brand  or  mark  of  the  Company or any of its Subsidiaries
     currently  offered  or  used  by  the  Company, infringes or
     misappropriates the Intellectual Property of any third party
     or constitutes unfair competition or  trade  practices under
     the Laws of any jurisdiction.

<PAGE> 32

          (h)  To  the  Knowledge  of  the  Goldsboro Parties, no
     Person  is  currently  infringing  or  misappropriating  any
     Company Intellectual Property.

          (i)  The  Company  and  its  Subsidiaries  have   taken
     reasonable steps  to  protect  the rights of the Company and
     its Subsidiaries in the  Confidential  Information  and  any
     trade secret or confidential  information  of  third parties
     used by the  Company  or  any  Subsidiary, and, except under
     confidentiality   obligations,  there  has  not  been to the
     Knowledge of the Goldsboro Parties  any  unauthorized public
     disclosure by the Company or any of  its Subsidiaries of any
     Confidential  Information  or  any  such  trade  secret   or
     confidential information of third parties.

     Section 4.22   Software.  Neither the Company nor any of its
Subsidiaries owns any Company Proprietary Software or licenses or
uses  any  Company  Licensed Software that  is  material  to  the
operation  of  the  Company  or  its  Subsidiaries  as  currently
conducted and as proposed to be conducted.

     Section 4.23   Transactions  with Affiliates.  Except as set
forth on Schedule 4.23, to the Knowledge of the Goldsboro Parties,
no executive officer of the Company, any of its Subsidiaries, any
Goldsboro Party, Murphy-Brown or any Affiliate of any of them, no
Person  with whom any such officer, manager or director  has  any
direct  or  indirect relation by blood, marriage or adoption,  no
entity  in which any such officer, manager or director or  Person
owns   any  beneficial  interest  (other  than  a  publicly  held
corporation  whose  stock  is traded  on  a  national  securities
exchange  or  in the over-the-counter market and less  than  five
percent  of the stock of which is beneficially owned by all  such
officers,  directors and Persons in the aggregate), no  Affiliate
of any of the foregoing and no current or former Affiliate of the
Company or any of its Subsidiaries, including any Goldsboro Party
or   Murphy-Brown,  has  any  interest  in:  (a)  any   contract,
arrangement or understanding with, or relating to, the Company or
any  of  its  Subsidiaries or the properties  or  assets  of  the
Company  or  any of its Subsidiaries; (b) any loan,  arrangement,
understanding,  agreement or contract  for  or  relating  to  the
Company or any of its Subsidiaries or the properties or assets of
the  Company  or  any of its Subsidiaries; or  (c)  any  property
(real,  personal  or  mixed), tangible  or  intangible,  used  or
currently  intended  to  be used by the Company  or  any  of  its
Subsidiaries.

     Section 4.24   Undisclosed  Payments.  To  the  Knowledge of
the  Goldsboro  Parties,  neither  the   Company,   any   of  its
Subsidiaries  nor  any of their  respective officers, managers or
directors, nor  anyone  acting on behalf of any of them, has made
or received any  payment  not  correctly  categorized  and  fully
disclosed in the  Company's or Subsidiaries' books and records in
connection with  or  in  any  way  relating  to  or affecting the
Company or any of its Subsidiaries.

     Section 4.25   Customer and Supplier Relations.  The Company
and  its  Subsidiaries  maintain  good relations with each of its
Customers and Suppliers  and,  to  the Knowledge of the Goldsboro
Parties,  no  event  has  occurred  that  could  materially   and
adversely  affect  the  Company's  or its Subsidiaries' relations
with  any  Customer or Supplier.  Except as set forth on Schedule
4.25,  no  Customer  or  Supplier has during the last twelve (12)
months  cancelled,  terminated  or,  to  the  Knowledge  of   any
Goldsboro Party, made any threat to cancel or otherwise terminate
any of its contracts with the Company or any of its  Subsidiaries
or to decrease its usage or supply of the Company's or any of its
Subsidiaries'     services     or     products,     where    such

<PAGE> 33

cancellation,  termination, decrease would be reasonably expected
to result in a  Material  Adverse Effect on the Business.  Except
as  set  forth on  Schedule 4.25,  no  Goldsboro  Party  has  any
Knowledge to the effect that any current Customer or Supplier may
terminate or materially  alter  its  business  relations with the
Company or any of its  Subsidiaries,  either  as  a result of the
transactions  contemplated  hereby  or  otherwise  and where such
termination or alteration  would be reasonably expected to result
in a Material Adverse Effect on the Business

     Section 4.26   Notes; Accounts Receivable.

          (a)  Notes.  All  notes receivable and notes payable of
     the  Company  and  its  Subsidiaries  owing  by  or  to  any
     Affiliate of the Company or any of its Subsidiaries or by or
     to any Goldsboro  Party  or  Murphy-Brown  (the   "Affiliate
     Loans") have been paid in  full,  settled  by way of capital
     contribution in  kind,  cancelled  or  otherwise  discharged
     prior to the date hereof or shall have  been  paid  in full,
     settled by way of capital contribution in kind, cancelled or
     otherwise discharged prior to  the  Closing  Date.  Schedule
     4.26(a) sets  forth  a  correct  and  complete  list  of all
     Affiliate  Loans  and the outstanding balance and applicable
     interest  payments under each Affiliate Loan as of the  date
     hereof.

          (b)  Accounts  Receivable.   Except  as  set  forth  on
     Schedule  4.26(b),  all  receivables  reflected on the Final
     Working Capital Schedule (net of any reserves shown thereon)
     (i) will  be  valid,  existing  and  collectible in a manner
     consistent with the  Company's  past practice without resort
     to legal proceedings or  collection agencies, (ii) represent
     monies due for goods sold and delivered or services rendered
     in the Ordinary Course and (iii) will  not be subject to any
     refund  or  adjustment  or  any  defense,  right of set-off,
     assignment, restriction, security interest  or  other  Lien.
     Neither the Company nor any of its Subsidiaries has factored
     any of its receivables.

          (c)  Accounts  Payable.  The  accounts  payable  of the
     Company and  its Subsidiaries reflected on the Balance Sheet
     (and that  will  be  reflected  on the Final Working Capital
     Schedule) arose or will arise from bona fide transactions in
     the Ordinary Course.

     Section 4.27   Licenses. The  Company  and  its Subsidiaries
own or possess  all Licenses that are necessary to enable them to
carry  on  their  operations  as  presently  conducted.   To  the
Knowledge of the  Goldsboro Parties, all such Licenses are valid,
binding and in full force and effect. The execution, delivery and
performance  hereof  and  the consummation  of  the  transactions
contemplated hereby shall not adversely affect any such  License,
or  require consent from, or notice to, any Governmental  Entity.
No  loss  or  expiration of any License is  pending  or,  to  the
Knowledge   of  any  Goldsboro  Party,  threatened  (other   than
expiration upon the end of any term).

     Section 4.28   Ethical  Practices.  To  the Knowledge of the
Goldsboro  Parties,  neither the Company, any of its Subsidiaries
nor any representative  thereof  has offered or given anything of
value  to:  (i)  any  official  of  a  Governmental  Entity,  any
political  party  or  official  thereof  or  any  candidate   for
political office; (ii) any customer or member of any Governmental
Entity; or (iii) any other Person, in any such case while knowing
or  having  reason to know that all or a portion

<PAGE> 34

of such money or thing of value may be offered, given or promised,
directly  or  indirectly,  to  any  customer  or  member  of  any
Governmental Entity or any candidate for political office for the
purpose of the  following: (x) influencing any action or decision
of such Person,  in  such Person's official capacity, including a
decision to fail  to perform such Person's official function; (y)
inducing such  Person  to  use  such  Person's influence with any
Governmental Entity to affect or influence any act or decision of
such  Governmental  Entity  to  assist  the Company or any of its
Subsidiaries  in  obtaining  or  retaining business for, with, or
directing  business  to,  any  Person;  or (z) where such payment
would constitute a bribe, kickback or illegal or improper payment
to assist the Company or any of its  Subsidiaries in obtaining or
retaining business for, with, or directing business to, any
Person.

     Section 4.29   Product and Service Warranties and Guaranties.

          (a)  There  is  no  pending or, to the Knowledge of any
     Goldsboro Party, threatened claim alleging any breach of any
     Warranty.  Except as set forth on Schedule 4.29, neither the
     Company  nor  any  of  its  Subsidiaries has exposure to, or
     liability  under,  any  Warranty  (a)  beyond  that which is
     typically  assumed  in  the  ordinary  course of business by
     Persons engaged in businesses  comparable  in size and scope
     of the Company and its Subsidiaries,  or (b) that would have
     a Material Adverse Effect.  Attached to Schedule 4.29 is the
     standard form of Warranty provided by the  Company  and  its
     Subsidiaries.

          (b)  Except  as  set  forth  on Schedule 4.29, adequate
     reserves for any expense to be  incurred  by  any Company or
     any  of its Subsidiaries as a result of any Warranty granted
     prior to the  Closing will be reflected on the Final Working
     Capital Schedule.

     Section  4.30   Brokers,  Finders  and  Investment  Bankers.
Except as set forth on Schedule 4.30, neither the Company, any of
its  Subsidiaries,  nor  any  Goldsboro  Party,  nor any officer,
member, manager, director or employee of  the  Company  or any of
its Subsidiaries nor any Affiliate of the Company or any  of  its
Subsidiaries,  has  employed  any broker,  finder  or  investment
banker or incurred any liability for any investment banking fees,
financial  advisory  fees, brokerage fees  or  finders'  fees  in
connection  with  the  transactions  contemplated  hereby.    The
Goldsboro  Parties  are  solely  responsible  for  the  fees  and
expenses of the brokers set forth on Schedule 4.30.

     Section 4.31   Guarantees.  Except as otherwise disclosed on
Schedule  4.31, neither any Goldsboro Party nor, to the Knowledge
of  the  Goldsboro  Parties,  Murphy-Brown  nor   any   of  their
respective Affiliates  has  guaranteed  any  obligations  of  the
Company or any of its Subsidiaries under any guarantee, letter of
credit, bid bond or performance bond.

     Section 4.32   Financial  Capability.  To  the  Knowledge of
the  Goldsboro  Parties,  the  Seaboard Commitment Letters are in
full  force  and  effect  and have not  been amended or modified.
None of the Goldsboro Parties has any reasonable expectation that
any of  the  conditions  set  forth  in  the  Seaboard Commitment
Letters will  not  be  satisfied.  None  of the Goldsboro Parties
knows of any circumstances or conditions that could be reasonably
expected to  prevent  the  availability  at  the  Closing  of the
Seaboard Commitment Letters.

<PAGE> 35

     Section 4.33   Disclosure.  No  representation,  warranty or
covenant  made  by  any  Goldsboro  Party  in this Agreement, the
Schedules  or  the  Exhibits  or any Goldsboro Ancillary Document
contains an untrue statement of a material fact or omits to state
a material  fact  required  to  be stated herein or therein or is
necessary to make the statements  contained herein or therein not
misleading.  Purchaser hereby acknowledges that it is not relying
and has not relied  whatsoever  on  any other representations and
warranties or any other information  or materials, including, but
not  limited  to, those  materials  containing projections of the
financial  performance  of  the  Company,  regarding  the subject
matter  of  this  Agreement,  except  for the representations and
warranties set forth in this Agreement.

                           ARTICLE V.
  REPRESENTATIONS AND WARRANTIES RELATED TO THE MAXWELL GROWING
                            INTEREST

     The   Goldsboro  Parties  hereby,  jointly  and   severally,
represent and warrant to the Purchaser as follows as of the  date
hereof and as of the Closing Date:

     Section 5.1    Real Property.

          (a)  Schedule  5.1(a) sets forth a correct and complete
     description of the MGI Real Property. Purchaser acknowledges
     that  final  legal  descriptions of the MGI Real Property do
     not exist  as  of  this  date, but  will  be prepared by the
     Goldsboro Parties prior to Closing.

          (b)  Maxwell  or   Goldsboro   or   one   of   the  MGI
     Subsidiaries  or  an  Affiliate  of Maxwell or Goldsboro, as
     listed on Schedule 5.1(a),  has good and marketable title to
     the MGI Real Property, subject to Permitted Liens.

          (c)  All of the MGI Real Property is owned (and will be
     conveyed) in fee simple and none is leased.

          (d)  No  portion  of  the  MGI  Real  Property,  or any
     building  or  improvement  located  thereon, violates in any
     material respect any  Law,  including those Laws relating to
     zoning, building, land use, environmental, health and safety,
     fire,  air,  sanitation  and  noise  control,  except to the
     extent that any such violation or  noncompliance  would  not
     interfere  with  the  MGI  Business  as currently conducted.
     Except for the Permitted Liens or as  set  forth on Schedule
     5.1(d), no MGI Real  Property  is  subject  to any decree or
     order of any  Governmental  Entity (or,  to the Knowledge of
     any Goldsboro Party, threatened or proposed order).

          (e)  The  improvements  and  fixtures  on  the MGI Real
     Property are,  in  all  material  respects,  considered as a
     whole  with  respect  to  each  separate  parcel of MGI Real
     Property, in good operating condition and in a state of good
     maintenance and repair, ordinary wear and tear excepted, and
     are adequate  and  suitable  for the purposes for which they
     are  presently  being used.  There  is  no  condemnation  or
     similar  proceeding  pending  or, to  the  Knowledge  of any
     Goldsboro Party, threatened  against  any  of  the  MGI Real
     Property  or any improvement thereon.  The MGI Real Property
     constitutes all of the real

<PAGE> 36

     property utilized by Maxwell and the MGI Subsidiaries in the
     operation of the MGI Business.

     Section 5.2    Title to Assets; Related Matters.

          (a)  Except  as  set forth on Schedule 5.2, Maxwell and
     the MGI  Subsidiaries have  good and marketable title to all
     of  their  respective  property  and  assets used in the MGI
     Business, free and clear of all Liens except Permitted Liens.

          (b)  All equipment and other items of tangible personal
     property and assets of Maxwell and the MGI Subsidiaries used
     in  the  MGI  Business  (i) are,  in all  material respects,
     considered as a  whole, in good operating condition and in a
     state of good maintenance and repair, ordinary wear and tear
     excepted, (ii)  were  acquired and are usable in the regular
     and  Ordinary  Course  and  (iii)  conform,  in all material
     respects,  to  all  applicable  Laws.  No  Person other than
     Maxwell, Goldsboro or one of the MGI  Subsidiaries or any of
     their  respective  Affiliates  owns  any  equipment or other
     tangible personal property or  assets  situated  on  the MGI
     Real Property, except for leased items that are  subject  to
     personal  property  leases.  Except  for  Excluded   Maxwell
     Growing Interest Assets and except as set forth on  Schedule
     5.2,  since January 1, 2010,  neither Maxwell nor any of the
     MGI  Subsidiaries  has  sold, transferred or disposed of any
     assets, other than sales of inventory in the Ordinary Course
     and other  sales  of  assets which, in the aggregate, do not
     exceed $100,000 in sales price.

     Section 5.3   Inventory. Maxwell's and the MGI Subsidiaries'
inventory related to the MGI Business (both as of the date hereof
and  on  the  Closing Date (as will be reflected  on  the  "Final
Working   Capital   Schedule"  pursuant  to  the   M-G   Purchase
Agreement))  (a)  is  sufficient for the  operation  of  the  MGI
Business  in the Ordinary Course, (b) consists of items that  are
good and merchantable within normal trade tolerances, (c) is of a
quality and quantity presently usable or saleable in the Ordinary
Course  (subject to applicable reserves), (d) is  valued  on  the
books and records of Maxwell or the MGI Subsidiaries at the lower
of  cost  or market with the cost determined under the  first-in-
first-out   inventory  valuation  method  consistent  with   past
practice, and (e) is subject to reserves determined in accordance
with  GAAP, specifically including reserves for obsolescence  and
excess inventory.  To the Knowledge of the Goldsboro Parties,  no
previously  sold  inventory of the MGI  Business  is  subject  to
returns in excess of those historically experienced by Maxwell or
the MGI Subsidiaries.

     Section 5.4   No  Other  Assumed  Liabilities.  The  Company
will  not  assume  any  liabilities or obligations related to the
Maxwell  Growing  Interest  in connection  with the M-G Purchase,
other than  obligations  under  the  MGI Contracts, the insurance
policies set  forth on Schedule 5.11, and the contracts listed on
Schedule 5.4,  and  then  only to the extent such obligations are
not required to be performed on or prior to the Closing Date, but
rather will  accrue  and  relate  to operations subsequent to the
Closing Date.

     Section 5.5   Legal  Proceedings.  Except  as  and  to   the
extent  unrelated to the MGI Business or as set forth on Schedule
5.5, there  is no suit, action, claim, arbitration, proceeding or
investigation  pending or,  to  the  Knowledge  of  any Goldsboro
Party, threatened against, relating to or involving  Maxwell, any
MGI Subsidiary or their respective real or personal property used

<PAGE> 37

in the  MGI  Business  before  any  Governmental  Entity  or  any
arbitrator (an "MGI Legal Proceeding").

     Section 5.6   Compliance  with  Law.  Except  as  and to the
extent  unrelated  to  the  MGI  Business,  Maxwell  and each MGI
Subsidiary  is  (and  has  been  at all times during the four (4)
years) in compliance in all material respects with all applicable
Laws, except to the extent such instances of non-compliance would
not  require  payment  by, or result in Losses to, Maxwell or any
MGI  Subsidiary  or  the  Company  or any of its Subsidiaries, in
excess  of $50,000 with respect to any such instance individually
or in  excess  of  $100,000  in the aggregate with respect to all
such instances.  Except as and to the extent unrelated to the MGI
Business or as set forth on Schedule 5.6, (a) neither Maxwell nor
any  MGI  Subsidiary  has  been  charged  with,  nor received any
written notice that it is under investigation  with  respect  to,
and, to the Knowledge of any Goldsboro Party, neither Maxwell nor
any MGI Subsidiary is  otherwise  now  under  investigation  with
respect  to,  any  violation  of  any  applicable  Law  or  other
requirement of a Governmental Entity, (b) neither Maxwell nor any
MGI Subsidiary is a party to, or bound by, any  order,  judgment,
decree, injunction, rule or award of any Governmental  Entity  or
arbitrator and (c) Maxwell and each MGI Subsidiary has filed  all
reports and has  all  Licenses  required  to  be  filed  with any
Governmental Entity on or prior to the date hereof.  Sleepy Creek
has revised its standard grower contract form to comply  with all
applicable federal Laws (and, to the Knowledge of  the  Goldsboro
Parties, such revised contract does now so  comply),  and  Sleepy
Creek has now entered into new contracts with  each of its active
growers based upon such revised  standard  contract form.  Except
as and to the extent  unrelated  to  the  MGI  Business or as set
forth  on  Schedule 5.6, neither  Maxwell  nor any MGI Subsidiary
sells, or has ever sold, any product or  provided any services to
any  Governmental   Entity,  and  neither  Maxwell  nor  any  MGI
Subsidiary is currently  under any contract or agreement with any
Governmental Entity.  Neither  Maxwell  nor any MGI Subsidiary is
(x) subject to any judgment, decree, injunction, rule or order of
any court or arbitration panel with  respect  to the MGI Business
or (y)  debarred  or  suspended  from  doing  business  with  any
Governmental Entity.

     Section 5.7    Maxwell Growing Interest Contracts.  Schedule
5.7  sets  forth  a  correct  and  complete  list  of  all grower
contracts  and  other  contracts  related  to the MGI Business to
which Maxwell or any MGI Subsidiary is a party, by which Maxwell,
any MGI  Subsidiary  or any property of any of them is subject or
by which  Maxwell  or  any  MGI  Subsidiary  is otherwise  bound,
whether oral or written, which will be assigned to the Company as
part of the M-G  Purchase  (the "MGI Contracts")  (other than the
Employment  Agreements set forth on Schedule 5.8, the MGI Benefit
Plans set  forth  on  Schedule 5.9 and the insurance policies set
forth on  Schedule 5.11).  Copies  of all MGI Contracts have been
made  available  to  the  Purchaser.  To  the  Knowledge  of  the
Goldsboro  Parties,  the  MGI Contracts are legal, valid, binding
and  enforceable,  in  all  material respects, in accordance with
their  respective  terms  with  respect  to  Maxwell  or  any MGI
Subsidiary,  as  applicable,  and  each  other  party to such MGI
Contracts.  There  is no existing default or breach of Maxwell or
any MGI  Subsidiary,  as  applicable,  under any MGI Contract (or
event or  condition  that,  with notice  or lapse of time or both
could  constitute  a  default or breach) and, to the Knowledge of
any  Goldsboro  Party,  there  is  no  such  default (or event or
condition  that,  with  notice  or  lapse  of time or both, could
constitute a  default  or breach) with respect to any third party
to any MGI Contract (although approximately 10% of growers are on
process improvement plans).

<PAGE> 38

     Section 5.8   Officers and Employees.  Except as and to the
extent unrelated to the MGI Business or as set forth on Schedule
5.8, neither Maxwell  nor  any  MGI  Subsidiary is a party to or
bound by any Employment Agreement (the Employment Agreements set
forth on Schedule 5.8 being  referred  to  herein  as  the  "MGI
Employment Agreements").  The Goldsboro Parties have provided to
the Purchaser correct and complete copies of each MGI Employment
Agreement.  To the Knowledge  of the Goldsboro Parties, there is
no existing default or breach  of Maxwell or any MGI Subsidiary,
as applicable, under any  MGI  Employment Agreement (or event or
condition  that,  with  notice  or  lapse  of time or both could
constitute  a  default  or breach), and there is no such default
(or  event  or  condition  that, with notice or lapse of time or
both,  could constitute a default or breach) with respect to any
third  party  to  any  MGI  Employment  Agreement.  Neither  any
Goldsboro Party nor any MGI Subsidiary has received a claim from
any  Governmental  Entity  to  the  effect  that  MGI or any MGI
Subsidiary  has  improperly  classified  any  person  (a)  as an
independent  contractor or (b) as "exempt" or "non-exempt" under
the FLSA.  Except  as  and  to  the  extent unrelated to the MGI
Business or as  set forth on Schedule 5.8, neither any Goldsboro
Party nor any  MGI Subsidiary has made any verbal commitments to
any   officer,   employee,   former   employee,   consultant  or
independent  contractor  of  Maxwell  or any MGI Subsidiary with
respect  to  compensation,  promotion,  retention,  termination,
severance or similar matters in connection with the transactions
contemplated hereby or otherwise.

     Section 5.9    MGI Benefit Plans.  Each MGI Benefit Plan is
identified  in  Schedule  5.9,  and  the  Goldsboro Parties have
provided a correct and complete copy of each  such  plan  to the
Purchaser together  with  the  most  recent  report  filed  with
respect  to  such  plan  with  any  Governmental Entity.  No MGI
Benefit Plan is subject to Title IV of ERISA, and no MGI Benefit
Plan is described in Section 413(c) of the Code or Section 3(40)
of  ERISA.  The  terms  of each MGI Benefit Plan as currently in
effect that purports to be qualified under Section 401(a) of the
Code  and any trust which is a part of any such MGI Benefit Plan
are  subject  to  a  favorable  determination  letter or opinion
letter  from  the  U.S. Internal  Revenue Service, and each such
plan has  been  operated and administered in accordance with all
Laws  (including  ERISA  and the Code).  The terms of each other
MGI  Benefit  Plan  satisfy  the requirements of Laws (including
ERISA  and  the  Code), and each such plan has been operated and
administered  in  accordance  with all Laws (including ERISA and
the Code).  Maxwell and each of the MGI Subsidiaries have timely
satisfied  all  reporting  and disclosure obligations under Laws
(including  ERISA  and the Code) with respect to the MGI Benefit
Plans.  Neither Maxwell nor an ERISA Affiliate has any liability
(directly  or  indirectly,  contingent  or  otherwise) under any
Employee Benefit Plan other than a MGI Benefit Plan.  There have
been no prohibited transactions (as described  in Section 406 of
ERISA  or  Section  4975  of  the  Code) with respect to any MGI
Benefit Plan which have not been  corrected in full with respect
to which any Tax or  penalty  is  due or which are not otherwise
exempt under Section 4975(d) of the Code or Section 408 of ERISA.
If the benefits under an MGI  Benefit  Plan are funded through a
trust, the fair market  value  of the assets of such trust equal
or  exceed  the liabilities of such plan.  If the benefits under
an MGI Benefit Plan are funded through insurance contracts, such
contracts  are  in  full  force and effect and all premiums have
been  paid  when due.  If benefits under an MGI Benefit Plan are
funded  from  the  general  assets  of Maxwell or any of the MGI
Subsidiaries, the liability  for  funding such benefits is shown
on  Schedule  5.9 (with such liability being shown in accordance
with  GAAP  and  any  applicable  standards  of   the  Financial
Accounting  Standards  Board).  Maxwell  and  each  of  the  MGI
Subsidiaries have  made full  and timely payment  of all amounts
which are required to  be  paid  as  contributions  to  each MGI
Benefit Plan.  No  MGI  Benefit  Plan   provides   for  benefits

<PAGE> 39

described in Section 3(1) of  ERISA  following  a termination of
employment except as required  under Part 6 of Title I of ERISA,
and Maxwell and  each  of  the MGI Subsidiaries have complied in
all  respects   with   the   healthcare   continuation  coverage
requirements of Part 6 of Title I of ERISA.  Except as set forth
in  Schedule 5.9,  there  is  no  contract,  agreement,  plan or
arrangement with any Person which provides for  any  payment  to
any employee by Maxwell or any of  the  MGI  Subsidiaries, which
payment would fail to be deductible by reason of Section 280G of
the Code or which  would  exceed  the  deduction  limits   under
Section 404 of the Code.  Except as set forth  in  Schedule 5.9,
neither  Maxwell  nor  any  of  the  MGI  Subsidiaries  has  any
contractual obligation to maintain any MGI Benefit Plan for  any
period of time or to make contributions from its general  assets
at a fixed rate to such plan (other than premium payments for an
insurance contract  which  are  set  on a year-to-year basis and
matching  contributions  as  provided in Maxwell's 401(k) plan),
and  Maxwell  can  terminate  any  MGI Benefit Plan at any time,
including  an  MGI  Benefit  Plan  which is described in Section
401(k) of the Code, without any early termination fee or penalty
becoming  due  under  the  terms  of  any group annuity or other
insurance contract.

     Section 5.10   Labor  Relations.  Except  as  and  to   the
extent unrelated to the MGI Business or as set forth in Schedule
5.10,  (a) neither  Maxwell nor any of the MGI Subsidiaries is a
party  to  any  collective  bargaining  agreement,  contract  or
legally  binding  commitment  to  any  trade  union  or employee
organization or group  in respect of or affecting employees; (b)
neither  Maxwell  nor  any  of the MGI Subsidiaries is currently
engaged  in  any  negotiation  with  any trade union or employee
organization;  (c)  neither  Maxwell   nor   any   of   the  MGI
Subsidiaries has engaged in any unfair labor practice within the
meaning of the National Labor Relations  Act,  and  there  is no
pending or, to the Knowledge of any  Goldsboro Party, threatened
complaint  regarding  any  alleged  unfair labor practices as so
defined; (d) there is no strike,  labor  dispute, work slow down
or stoppage pending or, to the Knowledge of any Goldsboro Party,
threatened against Maxwell or  any  of the MGI Subsidiaries; (e)
there is no grievance or  arbitration  proceeding arising out of
or under any collective bargaining agreement which is pending or,
to the Knowledge of  any  Goldsboro  Party,  threatened  against
Maxwell or any of the MGI  Subsidiaries; (f) neither Maxwell nor
any of the MGI Subsidiaries  has  experienced  any material work
stoppage; (g) neither Maxwell nor any of the MGI Subsidiaries is
the subject of any union  organization  effort; (h) there are no
claims  pending  or,  to  the  Knowledge of any Goldsboro Party,
threatened against  Maxwell  or  any  of  the  MGI  Subsidiaries
related  to  the  status  of  any  individual  as an independent
contractor  or  employee;  and  (i) Maxwell  and each of the MGI
Subsidiaries have complied in all respects with WARN.

     Section 5.11   Insurance  Policies.   Schedule  5.11   sets
forth a  list of all policies of insurance currently maintained,
owned or held by Maxwell and the MGI Subsidiaries related to the
MGI  Business  (collectively,  the  "MGI  Insurance Contracts"),
including  the policy limits or amounts of coverage, deductibles
or self-insured  retentions,  and  annual  premiums with respect
thereto.  To  the  Knowledge  of the Goldsboro Parties, such MGI
Insurance  Contracts  are  valid  and binding in accordance with
their terms, are in full force and effect, and the MGI Insurance
Contracts  will  continue  in  effect  after  the  Closing Date.
Similar coverage  to the coverage set forth in the MGI Insurance
Contracts has been maintained on a continuous basis for the last
five (5) years.  Neither Maxwell nor any of the MGI Subsidiaries
has received  written  notice  that  (a)  it  has  breached   or
defaulted under any of such MGI Insurance Contracts, or (b) that
any  event  has   occurred   that   would   permit  termination,
modification, acceleration or repudiation of such

<PAGE> 40

MGI Insurance Contracts.  Except as set forth in  Schedule 5.11,
neither Maxwell nor any MGI Subsidiary is in  default (including
a failure to pay an insurance premium when  due) in any material
respect with respect  to  any  MGI  Insurance  Contract, nor has
Maxwell nor any MGI Subsidiary failed to give any  notice of any
material claim under such MGI Insurance  Contract  in  due   and
timely fashion nor has Maxwell nor any MGI  Subsidiary ever been
denied or turned down for insurance coverage.

     Section 5.12   Environmental,  Health  and  Safety Matters.
Except  as  set  forth on Schedule 5.12, with respect to the MGI
Real Property and the MGI Business:

          (a)  Maxwell  and  each  MGI  Subsidiary  possess  all
     permits  and  approvals  required  under,  and  each  is in
     compliance in all material respects with, all Environmental
     Laws, and Maxwell and  each MGI Subsidiary is in compliance
     in all material respects with  all  applicable limitations,
     restrictions,    conditions,    standards,    prohibitions,
     requirements,   obligations,   schedules   and   timetables
     contained in all Environmental Laws  or  contained  in  any
     other Law, or any notice or demand letter issued thereunder;

          (b)  to  the  Knowledge  of   the   Goldsboro Parties,
     neither Maxwell nor any MGI Subsidiary  has received notice
     of actual  or  threatened  liability  under  CERCLA  or any
     similar foreign, state  or  local Law from any Governmental
     Entity  or  any  third  party  and  there  is  no  fact  or
     circumstance that could form the basis for the assertion of
     any claim against Maxwell or any MGI Subsidiary  under  any
     Environmental Law, including CERCLA or  any  similar local,
     state  or  foreign  Law with respect to any on-site or off-
     site location;

          (c)  neither  Maxwell  nor  any  MGI  Subsidiary   has
     entered into or  agreed to enter into any consent decree or
     order, and  neither  Maxwell  nor  any  MGI  Subsidiary  is
     subject   to   any   judgment,   decree   or   judicial  or
     administrative order relating to  compliance  with, or  the
     cleanup  of  Hazardous  Materials  under,   any  applicable
     Environmental Law;

          (d)  neither  Maxwell  nor any MGI Subsidiary has been
     alleged to  be in violation of, and has not been subject to
     any  administrative  or  judicial  proceeding  pursuant to,
     applicable Environmental Laws either now or any time during
     the past four (4) years;

          (e)  neither Maxwell nor any MGI Subsidiary is subject
     to any  claim,  obligation,  liability,  loss,  damage   or
     expense  of  any  kind  or nature whatsoever, contingent or
     otherwise, incurred or  imposed or based upon any provision
     of any Environmental Law or  arising  out  of  any  act  or
     omission of Maxwell or any MGI  Subsidiary, or Maxwell's or
     any MGI Subsidiaries' employees,  agents or representatives
     or arising out of the ownership, use,  control or operation
     by Maxwell or any MGI Subsidiary  of  any  plant, facility,
     site, area or property  (including  any  plant,   facility,
     site,  area  or  property  currently or previously owned or
     leased  by  Maxwell  or any MGI Subsidiary)  from which any
     Hazardous Materials were Released into the environment (the
     term  "environment"  meaning  any surface  or ground water,
     drinking water  supply,  soil, surface or subsurface strata
     or medium, or the ambient air);

<PAGE> 41

          (f)  the  Goldsboro Parties have made available to the
     Purchaser copies of all reports, correspondence, memoranda,
     computer data  and  files relating to environmental matters
     in the MGI Real  Property;  and neither Maxwell nor any MGI
     Subsidiary has paid any  fine, penalty or assessment within
     the prior  four (4)  years  with  respect  to environmental
     matters on the MGI Real Property;

          (g)  no MGI Real Property, improvement or equipment of
     Maxwell or  any MGI Subsidiary contains any polychlorinated
     biphenyls,  underground storage tanks, open or closed pits,
     sumps  or  other  containers  in  violation in any material
     respect of Environmental Laws; and

          (h)  neither  Maxwell  nor  any  MGI  Subsidiary   has
     imported,  manufactured,  stored,  managed, used, operated,
     transported,  treated or disposed of any Hazardous Material
     other than in  material  compliance  with all Environmental
     Laws.

     Section 5.13   Intellectual Property.  Maxwell  or  an  MGI
Subsidiary has  transferred all right,  title  and  interest  of
Maxwell  or such  MGI  Subsidiary in  any  Company  Intellectual
Property  to the Company or will transfer all right,  title  and
interest  of Maxwell  or  such MGI  Subsidiary  in  any  Company
Intellectual Property to the Company in connection with the  M-G
Purchase Agreement.

     Section 5.14   Software.

          (a)  Schedule 5.14  sets  forth a correct and complete
     list of: (i)  the  MGI  Proprietary  Software, (ii) the MGI
     Licensed Software, and  (iii)  all technical and restricted
     materials relating to the acquisition, design, development,
     use or maintenance of computer  code  program documentation
     and materials used by Maxwell or  any  MGI  Subsidiary  and
     related to the MGI Software.

          (b)  Except as set forth on Schedule 5.14, Maxwell has
     all right, title and interest in and to the MGI Proprietary
     Software,  free  and   clear   of  all  Liens.  Maxwell has
     developed  the  MGI  Proprietary  Software  through its own
     efforts, as described  in  Section 5.14(d), and  for use in
     the  conduct  of  the  MGI  Business.  The  use  of the MGI
     Software does not breach any term of any  license  or other
     contract between Maxwell or any MGI Subsidiary,  on the one
     hand, and any third party, on the other hand.  Maxwell  and
     the  MGI  Subsidiaries are in compliance with the terms and
     conditions of all license agreements in favor of Maxwell or
     any MGI Subsidiary relating to the MGI Licensed Software.

          (c)  The MGI  Proprietary  Software  has not, does not
     and shall not  infringe  any  patent,  copyright  or  trade
     secret or any  other  Intellectual  Property  right  of any
     third party.  The  source  code  for  the  MGI  Proprietary
     Software is and has been maintained in confidence.

          (d)  The  MGI  Proprietary Software was: (i) developed
     by Maxwell's  employees  working  within the scope of their
     employment  at  the  time  of  such  development;  or  (ii)
     developed  by  agents,  consultants,  contractors  or other
     Persons  who  have  executed  appropriate  instruments   of
     assignment  in  favor   of   Maxwell   as   assignee   that

<PAGE> 42

     have  conveyed  to  Maxwell  ownership   of   all   of  its
     Intellectual  Property  rights  in   the   MGI  Proprietary
     Software; or  (iii)  acquired by Maxwell in connection with
     acquisitions   in   which   Maxwell   obtained  appropriate
     representations,  warranties  and   indemnities   from  the
     transferring party relating to the  title  to  Intellectual
     Property rights in the MGI  Proprietary Software.   Neither
     Maxwell nor any MGI Subsidiary has received notice from any
     third  party  claiming  any right, title or interest in the
     MGI Proprietary Software.

          (e)  Neither  Maxwell  nor  any  MGI   Subsidiary  has
     granted rights in the MGI Software to any third party.

     Section 5.15   Transactions  with Affiliates.  Except as set
forth on Schedule 5.15, to the Knowledge of the Goldsboro Parties,
no officer, manager or director of Maxwell or any MGI Subsidiary,
no Person with whom any such officer, manager or director has any
direct  or  indirect relation by blood, marriage or adoption,  no
entity  in which any such officer, manager or director or  Person
owns   any  beneficial  interest  (other  than  a  publicly  held
corporation  whose  stock  is traded  on  a  national  securities
exchange  or  in the over-the-counter market and less  than  five
percent  of the stock of which is beneficially owned by all  such
officers,  directors and Persons in the aggregate), no  Affiliate
of  any  of  the foregoing and no current or former Affiliate  of
Maxwell  or  any  MGI  Subsidiary has any interest  in:  (a)  any
contract,  arrangement  or understanding with,  or  relating  to,
Maxwell  or  any MGI Subsidiary or the properties  or  assets  of
Maxwell  or  any  MGI  Subsidiary  in  connection  with  the  MGI
Business; (b) any loan, arrangement, understanding, agreement  or
contract for or relating to Maxwell or any MGI Subsidiary or  the
properties  or  assets  of  Maxwell  or  any  MGI  Subsidiary  in
connection  with  the  MGI Business; or (c) any  property  (real,
personal  or  mixed), tangible or intangible, used  or  currently
intended  to  be  used  by  Maxwell  or  any  MGI  Subsidiary  in
connection with the MGI Business.

     Section 5.16   Undisclosed Payments. To the Knowledge of the
Goldsboro Parties, neither Maxwell, any MGI Subsidiary nor any of
their  respective  officers,  managers  or  directors, nor anyone
acting on behalf of any of them, has made or received any payment
not correctly categorized and fully disclosed in Maxwell's or the
MGI Subsidiaries' books and records in  connection with or in any
way relating to or affecting the MGI Business.

     Section 5.17   Supplier Relations.  Schedule 5.17 contains a
correct  and  complete  list of the names of the suppliers to the
MGI Business  to  which  Maxwell  or  any  MGI Subsidiary paid an
amount  in  excess  of  $10,000,000  during the twelve (12) month
period ended June 30, 2010.

     Section 5.18   Licenses.  Schedule   5.18  is  a correct and
complete  list  of  all  Licenses  held  by Maxwell and each  MGI
Subsidiary  related  to  the  MGI  Business.  Maxwell and the MGI
Subsidiaries  own  or  possess all Licenses that are necessary to
enable  them  to  carry  on  the   MGI   Business   as  presently
conducted.   To  the Knowledge of the Goldsboro Parties, all such
Licenses are  valid, binding  and  in full force and effect.  The
execution,  delivery and  performance hereof and the consummation
of  the  transactions  contemplated  hereby  shall  not adversely
affect any such  License, or  require consent from, or notice to,
any Governmental  Entity.  Maxwell has taken all necessary action
to maintain  each  such  License.   No loss  or expiration of any
such License  is  pending or,  to  the Knowledge of any Goldsboro
Party,  threatened  (other  than  expiration  upon the end of any
term).

<PAGE> 43


                           ARTICLE VI.
 REPRESENTATIONS AND WARRANTIES RELATED TO THE GOLDSBORO PARTIES

     The   Goldsboro  Parties  hereby,  jointly  and   severally,
represent and warrant to the Purchaser as follows as of the  date
hereof and as of the Closing Date:

     Section 6.1    Authorization.  Each Goldsboro Party has  the
right, power, authority and capacity to execute and deliver  this
Agreement  and each Goldsboro Ancillary Document and  to  perform
its  obligations hereunder and thereunder and to  consummate  the
transactions  contemplated hereby and  thereby.   The  execution,
delivery  and  performance of this Agreement  and  the  Goldsboro
Ancillary Documents by the Goldsboro Parties and the consummation
of  the  transactions contemplated hereby and thereby  have  been
duly  authorized  by  all required action  on  the  part  of  the
Goldsboro  Parties.  This Agreement has been, and  the  Goldsboro
Ancillary  Documents  shall  be as  of  the  Closing  Date,  duly
executed and delivered by the Goldsboro Parties, and do or shall,
as  the  case may be, constitute the valid and binding agreements
of  the  Goldsboro  Parties  enforceable  against  the  Goldsboro
Parties in accordance with their respective terms.

     Section 6.2    Absence  of  Restrictions and Conflicts.  The
execution,  delivery  and  performance  of this Agreement and the
Goldsboro   Ancillary   Documents,   the   consummation  of   the
transactions contemplated hereby and thereby and the  fulfillment
of and compliance  with  the  terms  and  conditions  hereof  and
thereof do not or shall not, as the case may be, with the passing
of  time  or  the  giving  of notice or both, violate or conflict
with, constitute a breach of or default under, result in the loss
of any benefit under, permit  the  acceleration of any obligation
under or create in any party the  right  to  terminate, modify or
cancel (a)  except  as  set  forth on Schedule 6.2, any contract,
agreement,  permit,  franchise,  license  or   other   instrument
applicable to such Goldsboro Party, (b) any judgment,  decree  or
order of any Governmental Entity to which such Goldsboro Party is
a party or by which such Goldsboro Party or any of its properties
are bound, or (c) any Law or arbitration award applicable to such
Goldsboro Party.

     Section 6.3    Ownership of Equity.

          (a)  Maxwell has good and valid title to and beneficial
     ownership  of  the  number of Membership Interests set forth
     next to Maxwell's  name on Schedule 4.3, and such Membership
     Interests  are  (i)   validly   issued,   fully   paid,  and
     nonassessable, and (ii) free and  clear of all Liens.  Other
     than  the  Membership  Interests  listed  on  Schedule  4.3,
     Maxwell owns no Membership Interests, units or  other equity
     security of the Company or any of its Subsidiaries,   or any
     option, warrant, right, call, commitment  or  right  of  any
     kind to have any such equity security issued.

          (b)  As  of  the  Closing, (i)  pursuant to the Murphy-
     Brown Butterball Interest Contribution Agreement, Newco will
     convey  good  title to the Murphy-Brown Growing Interest and
     the Murphy-Brown  Member  Note, free  and clear of all Liens
     other than liens  permitted  under the Murphy-Brown Purchase
     Agreement, to the Company, and (ii) pursuant to the Seaboard
     Purchase Agreement,  Newco  will  convey  good title  to the
     Newco Membership Interest,  free  and clear of all Liens, to
     the Purchaser.

<PAGE> 44

          (c)  Immediately  upon  consummation  of  the  Seaboard
     Closing,  Maxwell  and  the  Purchaser  will  each own a 50%
     Membership Interest  in  the  Company, free and clear of all
     Liens.

          (d)  Maxwell  is  a  wholly-owned subsidiary of Maxwell
     Indiana.  The  equity interests of Maxwell Indiana are owned
     by  individuals  who  are members  of the Maxwell Family (or
     trusts for  the  benefit  of  such  individuals  or  related
     persons), and Maxwell  Indiana  is  not  a subsidiary of any
     other entity.

     Section 6.4    Legal  Proceedings.   There  are  no   suits,
actions, claims, proceedings or investigations pending or, to the
Knowledge  of such Goldsboro Party, threatened against,  relating
to  or  involving such Goldsboro Party which could reasonably  be
expected  to adversely affect such Goldsboro Party's  ability  to
consummate the transactions contemplated by this Agreement or the
Goldsboro Ancillary Documents.

                          ARTICLE VII.
         REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The   Purchaser  hereby  represents  and  warrants  to   the
Goldsboro Parties as follows:

     Section 7.1    Organization.  The Purchaser is a corporation
duly incorporated,  validly existing and in good  standing  under
the laws of the State of Delaware and has all requisite power and
authority to own, lease and operate its properties and  to  carry
on its business as now being conducted.

     Section 7.2    Authorization.  The Purchaser has  full power
and  authority  to  execute  and  deliver this  Agreement and the
Purchaser  Ancillary  Documents,  to   perform   its  obligations
hereunder  and  thereunder  and  to  consummate  the transactions
contemplated hereby  and  thereby.  The execution and delivery of
this  Agreement  and  the  Purchaser  Ancillary  Documents by the
Purchaser, the  performance  by  the Purchaser of its obligations
hereunder  and   thereunder,   and   the   consummation   of  the
transactions provided for  herein  and therein have been duly and
validly authorized by all  necessary  action  on  the part of the
Purchaser.  This Agreement  has been and, as of the Closing Date,
the Purchaser Ancillary  Documents  shall  be, duly executed  and
delivered by the Purchaser  and  do or shall, as the case may be,
constitute the valid and  binding  agreements  of  the Purchaser,
enforceable  against  the  Purchaser  in  accordance  with  their
respective terms, subject to applicable bankruptcy insolvency and
other similar Laws affecting  the  enforceability  of  creditors'
rights generally, general equitable principles and the discretion
of course in granting equitable remedies.

     Section 7.3    Absence  of  Restrictions and Conflicts.  The
execution,  delivery  and  performance  of this Agreement and the
Purchaser   Ancillary   Documents,   the   consummation   of  the
transactions  contemplated hereby and thereby and the fulfillment
of,  and  compliance  with,  the  terms and conditions hereof and
thereof  do  not  or  shall  not  (as the  case may be), with the
passing  of  time  or  the  giving  of notice or both, violate or
conflict with, constitute a breach of or default under, result in
the loss of any benefit under, or  permit the acceleration of any
obligation under, (a) any term or provision of the organizational
documents  of  the  Purchaser,  (b)  any  contract  to  which the
Purchaser is a party, (c) any judgment, decree  or order  of  any

<PAGE> 45

Governmental Entity to which the Purchaser is a party or by which
the Purchaser  or  any  of its properties is bound or (d) any Law
applicable to the Purchaser unless, in each case, such violation,
conflict,  breach,   default,  loss  of  benefit  or  accelerated
obligation would  not,  either  individually or in the aggregate,
have a material adverse impact on the ability of the Purchaser to
consummate  the  transactions  contemplated  hereby,  or  by  the
Purchaser  Ancillary  Documents,  except  for compliance with the
applicable requirements of the HSR Act.

     Section 7.4    Financial  Capability.  To  the  knowledge of
the  Purchaser, the Seaboard Commitment Letters are in full force
and  effect and have not been amended or modified.  The Purchaser
does  not  have  any  reasonable  expectation  that  any  of  the
conditions  set forth in the Seaboard Commitment Letters will not
be  satisfied.  The  Purchaser does not know of any circumstances
or  conditions  (other  than the termination of this Agreement in
accordance with its  terms)  that could be reasonably expected to
prevent  the  availability  at  the Closing of the New Butterball
Credit Facility Loan Proceeds.

                          ARTICLE VIII.
                CERTAIN COVENANTS AND AGREEMENTS

     Section 8.1    Conduct of Business by the Company.  For  the
period  commencing on the date hereof and ending on  the  Closing
Date,  the Goldsboro Parties will not vote, approve, agree to  or
otherwise  authorize  any  action which  requires  the  unanimous
approval,  agreement or authorization of Maxwell and Murphy-Brown
pursuant  to  the Operating Agreement without the  prior  written
consent of the Purchaser (which consent shall not be unreasonably
withheld,  conditioned  or  delayed).   In  connection  with  the
continued operation of the Company and each Subsidiary during the
period  commencing on the date hereof and ending on  the  Closing
Date,   the  Goldsboro  Parties  shall  confer,  and  shall   use
commercially reasonable efforts to cause the Company  to  confer,
in  good faith on a regular and frequent basis with the Purchaser
regarding operational matters and the general status of  on-going
operations  of the Company and its Subsidiaries.  Each  Goldsboro
Party hereby acknowledges that, except as otherwise consented  to
in writing by the Purchaser, the Purchaser does not and shall not
waive  any  right  it  may have hereunder as  a  result  of  such
consultations.  The Goldsboro Parties shall not,  and  shall  use
commercially  reasonable efforts to cause the  Company  and  each
Subsidiary  not  to, take any action that would,  or  that  could
reasonably  be  expected  to, result  in  any  representation  or
warranty  of  any  Goldsboro Party set  forth  herein  to  become
untrue.

     Section 8.2    Inspection and Access to Information.  During
the  period  commencing  on  the  date  hereof  and ending on the
Closing Date, the Goldsboro Parties will, and will use reasonable
efforts  to  cause  the  Company,  each   Subsidiary   and  their
respective officers, directors, managers, employees, auditors and
agents to,  provide the Purchaser and its accountants, investment
bankers,  counsel, environmental consultants and other authorized
representatives  full  access,  during reasonable hours and under
reasonable  circumstances,  to  any  and  all of their respective
premises, employees (including  executive  officers), properties,
contracts, commitments,  books,  records  and  other  information
(including, with respect to the Company and its Subsidiaries, Tax
Returns filed and those  in preparation) and shall use reasonable
efforts to  cause  the  Company's  officers  to  furnish  to  the
Purchaser  and  its  authorized  representatives,  promptly  upon
request therefor, any and all financial, technical and  operating
data and other

<PAGE> 46

information pertaining to the Company or any of  its Subsidiaries
and otherwise fully cooperate with the conduct of  due  diligence
by the Purchaser and its representatives.

     Section 8.3    Notices  of  Certain  Events.  The  Goldsboro
Parties shall promptly notify the Purchaser of:

          (a)  any  change  or event that, individually or in the
     aggregate, has had or could reasonably be expected to have a
     Material  Adverse  Effect  or   otherwise   result   in  any
     representation  or warranty of any Goldsboro Party hereunder
     being inaccurate in any material respect;

          (b)  any notice  or other communication from any Person
     alleging  that  the  consent  of  such  Person  is or may be
     required in  connection  with  the transactions contemplated
     hereby;

          (c)  any  notice  or  other   communication   from  any
     Governmental  Entity  in  connection  with the  transactions
     contemplated hereby;

          (d)  any   action,   suit,   claim,   investigation  or
     proceeding  commenced  or, to the Knowledge of any Goldsboro
     Party, threatened  against,  relating  to  or  involving  or
     otherwise affecting the  Company  or any of its Subsidiaries
     that, if  pending  on  the  date  hereof,  would  have  been
     required to have been disclosed pursuant to  Section 4.12 or
     that  relates  to  the  consummation  of  the   transactions
     contemplated hereby; and

          (e)  (i) the  damage  or  destruction  by fire or other
     casualty of  any asset or part thereof of the Company or any
     of its  Subsidiaries  or (ii) any such asset or part thereof
     becoming the subject of any proceeding (or, to the Knowledge
     of any Goldsboro  Party, any  threatened proceeding) for the
     taking  thereof  or  of   any  right  relating   thereto  by
     condemnation, eminent domain or other  similar  governmental
     action.

     Each  Goldsboro Party hereby acknowledges that the Purchaser
does not and shall not waive any right it may have hereunder as a
result of such notifications.

     Section 8.4    Interim    Financials.   As     promptly   as
practicable following  each regular accounting period on or after
August  1, 2010   and  prior  to  the Closing Date, the Goldsboro
Parties   shall  use  reasonable  efforts to cause the Company to
deliver  to  the Purchaser  periodic  financial  reports  in  the
form  that   it  customarily  prepares  for its internal purposes
concerning the Company and its Subsidiaries  and,  if  available,
unaudited statements  of  the  financial position of the  Company
and  its  Subsidiaries  as  of  the  last  day of each accounting
period and statements of income and changes in financial position
of  such entity for the period then ended.

     Section 8.5    No  Solicitation of Transactions.  During the
period commencing on  the  date  hereof and ending on the Closing
Date, the Goldsboro  Parties  and  their  respective  Affiliates,
officers, directors, shareholders and advisors will not initiate,
solicit, negotiate, respond to, or pursue  with  any  third party
(including,   without    limitation,    Smithfield   Foods,  Inc.
("Smithfield") and its Affiliates) any inquiry, proposal or offer
relating to the acquisition and/or  financing  of the Company and
its Subsidiaries or the Business, or any portion  thereof,  or of
the  Murphy-Brown  Butterball  Interest,   the   Maxwell  Growing
Interest, or the Maxwell Membership Interest (the

<PAGE> 47

Maxwell  Membership  Interest  together  with the Maxwell Growing
Interest,  the "Maxwell Butterball Interest") whether by purchase
of  assets  or  stock,  merger,  consolidation, recapitalization,
reorganization or other transaction (an "Alternative Offer"), and
shall  not  provide  any  information  regarding the Company, its
Subsidiaries, the Maxwell Butterball Interest or the Murphy-Brown
Butterball  Interest,  to  any  third  party, where the Goldsboro
Parties  or  their  respective  Affiliates,  officers, directors,
shareholders and advisors have reason to believe such information
may be used in connection with an Alternative Offer.  In addition,
the  Goldsboro  Parties  will,  from  the  date  hereof until the
Closing  Date, cease any discussions with any third parties other
than  the  Purchaser  relating  to  an  Alternative  Offer.   The
Goldsboro  Parties  will promptly advise the Purchaser in writing
of the terms of any Alternative Offer and the name of the offeror.
Notwithstanding  the  foregoing,  it  is   understood   that  the
Goldsboro Parties shall be permitted to  continue discussions and
negotiations with Smithfield and its  Affiliates  with respect to
the purchase of the Murphy-Brown Butterball Interest  pursuant to
the Buy/Sell Notice.  Notwithstanding anything  to  the  contrary
contained  herein,  this  Section 8.5  shall  be  deemed to  have
terminated in the event  that  this  Agreement  is  terminated in
accordance with the provisions of Article XI.

     Section 8.6    Reasonable   Efforts;   Further   Assurances;
Cooperation.  Subject to the other provisions hereof,  each Party
shall each use its commercially reasonable, good faith efforts to
perform its obligations hereunder and to take,  or  cause  to  be
taken, and do, or cause to be done, all things  necessary, proper
or advisable under applicable Law to obtain all consents required
as described on Schedule 4.14 and all regulatory approvals and to
satisfy all conditions to its obligations  hereunder and to cause
the transactions contemplated herein to be  effected  as  soon as
practicable, but in any event on or prior to the Expiration Date,
in accordance with the terms hereof  and  shall  cooperate  fully
with  each  other  Party and  its  officers, directors, managers,
employees, agents, counsel, accountants  and  other  designees in
connection with any step required to be taken as a  part  of  its
obligations hereunder, including the following:

          (a)  On August 31, 2010,  each of the Goldsboro Parties
     and the Purchaser filed with the United States Federal Trade
     Commission  (the "FTC")  and the United States Department of
     Justice (the "DOJ") the notification and report form and any
     supplemental  information  requested in connection therewith
     pursuant  to  the  HSR  Act  required  for  the transactions
     contemplated by this Agreement.  The  Goldsboro  Parties and
     the Purchaser shall keep each other   reasonably apprised of
     the status of any communications with, and  any inquiries or
     requests for additional information from, the FTC or the DOJ
     and shall comply promptly with any such inquiry  or  request
     and shall  promptly  provide  any  supplemental  information
     requested  in  connection  with  the filings  made hereunder
     pursuant  to  the  HSR  Act.  Each  Party   shall   use  its
     reasonable best efforts  to   obtain  any clearance required
     under the HSR Act for  the  consummation of the transactions
     contemplated by this Agreement.    Each of the Parties shall
     cooperate  with  the  other  in  promptly  filing  any other
     necessary applications, reports  or other documents with any
     Governmental Entity having jurisdiction with respect to this
     Agreement and the transactions contemplated   hereby, and in
     seeking necessary  consultation  with  and  prompt favorable
     action by such  Governmental  Entity.  Notwithstanding   any
     provision  of  this Agreement to the contrary, the Purchaser
     shall  not be required under the terms of this Agreement  to
     dispose  of  or  hold  separate  all  or  any portion of the
     businesses  or   assets  of  the  Purchaser  or  any  of its
     Affiliates or  the  Company and its Subsidiaries in order to

<PAGE> 48

     remedy  or  otherwise  address  the concerns (whether or not
     formally expressed) of any Governmental Entity under the HSR
     Act or any other antitrust  statute   or   regulation.   Any
     filing fees or other  expenses required to be paid under the
     HSR Act shall be borne one-half by  the   Purchaser,  on one
     hand, and one-half by  the Goldsboro Parties, on a joint and
     several basis, on the other hand.

          (b)  In   the    event    any   claim,   action,  suit,
     investigation or other proceeding by any Governmental Entity
     or other Person is  commenced that questions the validity or
     legality of any of the transactions  contemplated  hereby or
     seeks damages in connection therewith, the Parties shall (i)
     cooperate  and  use  all  commercially reasonable efforts to
     defend  against  such  claim, action, suit, investigation or
     other proceeding, (ii) in the event  an  injunction or other
     order is issued in any such action, suit or other proceeding,
     use all  commercially  reasonable  efforts   to   have  such
     injunction  or  other  order  lifted,  and  (iii)  cooperate
     reasonably   regarding   any   other   impediment   to   the
     consummation of the transactions contemplated hereby.

          (c)  The  Goldsboro  Parties  will cause the Company to
     give all  notices  to third parties and use its commercially
     reasonable best efforts (in consultation with the Purchaser)
     to obtain all third-party  consents (i) necessary, proper or
     advisable to consummate the transactions contemplated hereby,
     (ii) required  to  be  given  or  obtained,  including those
     required to be given or obtained as  set  forth  on Schedule
     4.14 and the other  Schedules, (iii)  required  to  avoid  a
     breach  of  or  default  under  any   Company   Contract  in
     connection  with  the  consummation   of   the  transactions
     contemplated  hereby  or (iv) required to prevent a Material
     Adverse  Effect,  whether  prior  to,  on  or  following the
     Closing Date.

          (d)  The  Goldsboro  Parties,  on the one hand, and the
     Purchaser,  on  the  other hand, shall give prompt notice to
     the other Party or Parties of (i) the occurrence, or failure
     to occur, of any event,  the  occurrence or failure of which
     would be likely to cause any  representation  or warranty of
     the Goldsboro Parties or the  Purchaser, as the case may be,
     contained herein to be untrue or inaccurate at any time from
     the date hereof to the Closing Date  or  that  will  or  may
     result in the failure to satisfy any condition specified  in
     Article IX and (ii) any failure of the Goldsboro  Parties 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 any of  them  hereunder.  Each Goldsboro  Party
     hereby  acknowledges  that  the Purchaser does not and shall
     not waive any right it  may  have  hereunder  as a result of
     such  notifications,  and the Purchaser  hereby acknowledges
     that  none  of  the Goldsboro Parties waive, nor shall waive
     any right any of them may have hereunder as a result of such
     notifications;  provided  that  each Party shall provide the
     other Party with reasonable time to cure any such occurrence
     or failure to occur of an event.

          (e)  The Goldsboro Parties shall use reasonable efforts
     to cause  the  Company, each Subsidiary and any Affiliate of
     any of them thereof to do all things required by the Company
     or any of its  Subsidiaries  pursuant  to this Agreement and
     otherwise to  consummate  the  transactions  contemplated by
     this Agreement.

<PAGE> 49

     Section 8.7    Public Announcements.  Subject to their legal
obligations,  each Party shall consult with the  other  regarding
the  timing  and  content  of  all announcements  regarding  this
Agreement or the transactions contemplated hereby, whether to the
financial community, Governmental Entities, employees, customers,
suppliers or the general public and shall use reasonable  efforts
to  agree  upon the text of any such announcement  prior  to  its
release.

     Section 8.8    Supplements  to Schedules.  From time to time
up to  the  Closing,  the   Goldsboro   Parties   shall  promptly
supplement or  amend  the Schedules that they have delivered with
respect to any  matter  first existing or occurring following the
date hereof that  (a) if existing or occurring at or prior to the
date hereof,  would  have  been  required  to  be  set  forth  or
described in the  Schedules,  or (b) is  necessary to correct any
information in the  Schedules  that has  been rendered inaccurate
thereby.  No  supplement  or amendment to any Schedule shall have
any effect for  the  purpose  of  determining satisfaction of the
conditions set  forth  in  Section 9.2 or  the obligations of the
Goldsboro Parties under Sections 12.1 and 12.2.

     Section 8.9    Confidentiality.     The    terms    of   the
Confidentiality  Agreement  (the   "Confidentiality  Agreement"),
dated June 16, 2010,  with respect  to Butterball and Maxwell are
incorporated by reference herein and shall continue in full force
and effect  until the Closing, at which time such Confidentiality
Agreement and the obligations of the Purchaser under this Section
8.9 shall  terminate.  If  this  Agreement  is,  for  any reason,
terminated  prior to Closing, the Confidentiality Agreement shall
nonetheless continue in full force and effect.

     Section 8.10   Tax Matters.  The  Company  will make (or, if
made  previously, will maintain) an election under Section 754 of
the  Code  that  will apply with respect to the Company's taxable
year  in  which  the  Seaboard  Closing  occurs.  All   transfer,
documentary, sales, use, stamp, registration and other such Taxes
and  fees  (including  any  penalties  and  interest) incurred in
connection  with this Agreement shall be paid by the Company when
due, and the Goldsboro Parties will cause the Company, at its own
expense,  to  file   all   necessary   Tax   Returns   and  other
documentation  with  respect  to  all such transfer, documentary,
sales, use, stamp, registration and other Taxes and fees, and, if
required by  applicable  Law,  the Purchaser will, and will cause
its Affiliates  to, join in the execution of any such Tax Returns
and other documentation.

     Section 8.11   Growing   Interest   Assets.  Prior   to  the
Closing,  the  Goldsboro  Parties  shall  take  all  commercially
reasonable  actions  to  cause  the  Maxwell  Growing Interest to
exclude the  Excluded Maxwell Growing Interest Assets and include
the  Additional  Maxwell  Growing  Interest  Assets (the "Maxwell
Growing  Interest Assets Transfers").  Purchaser acknowledges and
agrees  that  the Goldsboro Parties do not currently own portions
of the  Additional Maxwell Growing Interest Assets which portions
are described on Schedule 1.1(a).  Prior to the Closing, Maxwell,
at  Maxwell's  expense,  will  deliver  to  the  Company  and the
Purchaser  the Surveys.  Each Survey will:  (i) show the location
of all  highways,  streets, roads and railroads lying adjacent to
each  property,  (ii)  show the approximate location of all major
creeks  or  ponds,  if  any,  abutting any boundary lines of each
property,  (iii)  show  any and all encroachments over and across
boundary lines, (iv) define the property in acres and square feet
and show  a metes and bounds legal description on each Survey and
provide a  valid  and  accurate legal description of the property
(to be used  in  the  Deeds); (v)  contain  the North directional
arrow at the top of the Survey; (vi) show each point of access to
the property and its direct access to a public

<PAGE> 50

right-of-way or  such  other  easement  providing  a   legal  and
insurable means of access to such public right-of-way;  (vii)  be
sufficient to delete the "general" or "standard" survey exception
to a 2006 ALTA title policy in favor  of  a  future  insured, and
(viii)  include  certification  of  the  Survey's  accuracy.  The
Goldsboro Parties will take all steps  (including the granting of
appropriate rights of way easements)  to  ensure that each parcel
of MGI Real Property has access to a public right of way, as more
particularly described  in  Section  9.2(k)  below.  The  Parties
shall mutually agree upon any  improvements  which are to be made
to any Additional Maxwell  Growing Interest Assets after the date
hereof and prior to the Closing.

     Section 8.12   Seaboard  Commitment  Letters.  The  Seaboard
Commitment Letters  shall  be executed and delivered by Purchaser
and accepted by Maxwell simultaneously with the execution of this
Agreement.  While it is understood that Purchaser intends to form
a syndicate of lenders reasonably acceptable to  Maxwell in order
to  finance   the   transactions  contemplated  by  the  Seaboard
Commitment Letters,  the successful formation of such a syndicate
prior to the Closing  shall  not  be  a  condition to Purchaser's
commitment under the Seaboard  Commitment  Letters  to  initially
fund such credit facilities on  the Closing Date.  Subject to the
terms  and  conditions  set  forth  in  the  Seaboard  Commitment
Letters,  the Goldsboro Parties shall use commercially reasonable
efforts to  take  all actions to cause the financing transactions
contemplated by the Seaboard Commitment Letters to be consummated
simultaneously  with  the  Closing.   Without  limitation  to the
forgoing, the Goldsboro Parties will, and will cause the  Company
to, use  commercially  reasonable  efforts  to (a)  maintain  the
effectiveness  of,  and  comply  with  all  of  their  respective
obligations under, the Seaboard Commitment Letters in  accordance
with their terms (including  all  obligations  of  the  Goldsboro
Parties to cooperate with and  provide agreements in favor of any
"Lead Arranger" engaged by the  Purchaser  in connection with the
syndication of the financing  transactions  contemplated  by  the
Seaboard   Commitment   Letters),   (b)  enter   into  definitive
documentation  with   respect  to   the   financing  transactions
contemplated by the  Seaboard Commitment Letters, (c) satisfy all
funding conditions set forth in the definitive documentation with
respect  to  the  financing  transactions  contemplated   by  the
Seaboard Commitment  Letters  and (d)  consummate  the  financing
transactions contemplated by the Seaboard Commitment Letters.  No
Goldsboro Party shall,  and the Goldsboro Parties shall cause the
Company not to, solicit,  initiate, entertain or permit, or enter
into any discussions in  respect  of,  any offering, placement or
arrangement of any financing that is a competing financing to the
financing transactions contemplated by  the  Seaboard  Commitment
Letters.

     Section 8.13   Commitment  Fees.  To   the  extent  that any
Commitment Fees are paid by Maxwell or the Purchaser prior to the
Closing, the Parties shall cause the Company to reimburse Maxwell
or the Purchaser, as applicable, at Closing in an amount equal to
the aggregate Commitment Fees paid by such Party.

                           ARTICLE IX.
                      CONDITIONS TO CLOSING

     Section 9.1    Conditions to Obligations of Each Party.  The
respective  obligations of each Party to effect the  transactions
contemplated hereby shall be subject the fulfillment at or  prior
to the Closing of each of the following additional conditions:

<PAGE> 51


          (a)  Governmental   Consents.   The    waiting   period
     applicable  to  the   consummation   of   the   transactions
     contemplated by this Agreement  under the HSR Act shall have
     expired or been terminated.  All other  consents, approvals,
     orders or authorizations of,  or registrations, declarations
     or  filings  with,  all  Governmental  Entities required  in
     connection  with  the  execution,  delivery  or  performance
     hereof shall have been obtained or made.

          (b)  Injunction.   There    shall   be   no   effective
     injunction, writ or  preliminary  restraining  order  or any
     order  of  any  nature  issued  by  a Governmental Entity of
     competent jurisdiction to the effect  that  the transactions
     contemplated by  this  Agreement  may not  be consummated as
     provided herein, no proceeding or lawsuit  shall  have  been
     commenced by any Governmental Entity or third party for  the
     purpose  of  obtaining   any   such   injunction,   writ  or
     preliminary  restraining  order  and no written notice shall
     have been received  from  any Governmental Entity indicating
     an  intent   to   restrain,  prevent,  materially  delay  or
     restructure the transactions contemplated hereby.

          (c)  Amended and Restated Operating Agreement.  Maxwell
     and  the  Purchaser  shall  have entered into an Amended and
     Restated  Operating  Agreement  of  the Company, in the form
     agreed to by the Parties.

          (d)  Murphy-Brown  Butterball  Interest  Purchase.  All
     closing  conditions  related  to the Murphy-Brown Butterball
     Interest Purchase shall have been satisfied or waived.

     Section 9.2    Conditions  to Obligations  of the Purchaser.
The obligations of the Purchaser to consummate  the  transactions
contemplated  hereby shall be subject to the  fulfillment  at  or
prior  to  the  Closing  of  each  of  the  following  additional
conditions:

          (a)  Representations      and      Warranties.      The
     representations and warranties of the  Goldsboro Parties set
     forth in Article VI  shall have been correct and complete in
     all material respects as  of  the  date  hereof and shall be
     correct and complete in all  material  respects  as  of  the
     Closing Date as though made on and as  of  the Closing Date,
     except that those representations  and  warranties  that  by
     their terms are qualified by  materiality  shall  be correct
     and complete in all respects.

          (b)  Performance  of  Obligations   of   the  Goldsboro
     Parties.  The  Goldsboro Parties shall have performed in all
     material respects  all  covenants and agreements required to
     be performed by each of  them  hereunder  at or prior to the
     Closing.

          (c)  Opinion  of  Goldsboro   Parties'   Counsel.   The
     Purchaser  shall  have  received  an  opinion  of Kilpatrick
     Stockton LLP, counsel to  the  Goldsboro  Parties, dated the
     Closing Date, substantially in  the  form  agreed  to by the
     Parties (the "Goldsboro Opinion").

          (d)  Ancillary Documents.  The Goldsboro Parties  shall
     have  delivered, or caused to be delivered, to the Purchaser
     the documents listed in Section 10.2.

<PAGE> 52

          (e)  Indebtedness;  Release  of  Liens.  The  Goldsboro
     Parties shall have delivered to the Purchaser payoff letters
     ("Payoff Letters")  from  each  lender  to  the   Butterball
     Closing Date Indebtedness outstanding as of the Closing Date
     (including any interest  accrued  thereon and any prepayment
     or  similar  penalties  and  expenses  associated  with  the
     prepayment of such indebtedness on  the Closing Date) and an
     agreement that, if such aggregate amount  so  identified  is
     paid to such lender on the Closing Date,  such  indebtedness
     shall be repaid in full and that all  Liens  of  such lender
     affecting  any  real  or personal property of the Company or
     any of its Subsidiaries will be released.

          (f)  Closing  Date  Indebtedness  Statement and Closing
     Date  Purchase Price Statement.  The Goldsboro Parties shall
     have  delivered   to   the   Purchaser   the   Closing  Date
     Indebtedness  Statement  and  Closing  Date  Purchase  Price
     Statement  at  least  two (2)  Business  Days  prior  to the
     Closing Date.

          (g)  Maxwell  Growing  Interest  Assets Transfers.  The
     Maxwell  Growing  Interest  Assets Transfers shall have been
     consummated,  and   the   Purchaser   shall   have  received
     reasonable evidence thereof.

          (h)  Management  Services  Agreement.  The  Company and
     Sleepy  Creek  Management,  LLC,  a North  Carolina  limited
     liability  company  and   an   Affiliate   of  the  entities
     comprising the Maxwell  Group,  shall  have  entered  into a
     Management  Services  Agreement,  substantially  in the form
     agreed  to  by  the   Parties   (the   "Management  Services
     Agreement").

          (i)  Maxwell   Transition   Services   Agreement.   The
     Company and  Sleepy Creek Turkeys, Inc., an Affiliate of the
     entities  comprising  the  Maxwell Group, shall have entered
     into a  Transition  Services Agreement, substantially in the
     form agreed  to  by  the  Parties  (the "Maxwell  Transition
     Services Agreement").

          (j)  Grower  Contracts.  Each  of the Maxwell Group and
     Newco, as applicable, shall have executed a valid assignment
     to the Company  of  the  MGI  Contracts  or the Murphy-Brown
     Contracts, as  applicable,  in  the  form  agreed  to by the
     Parties (collectively, the "Grower Contract Assignments").

          (k)  Access Easements.  The Company shall have executed
     access  easement  agreements   with   the   Adjacent  Owners
     sufficient to  provide  access   to   and   from   a  public
     right-of-way for each parcel  of  real  property included in
     the Maxwell Growing  Interest  that  does  not  have  direct
     access to (i.e., touch) a public right-of-way, substantially
     in the form agreed to  by  the  Parties  (collectively,  the
     "Access  Easement  Agreements").   All  easements  shall  be
     subject  to  the  prior  written consent of Purchaser (which
     consent  shall  not be unreasonably withheld, conditioned or
     delayed).

          (l)  Transaction   Documents.   Each   of   the   Newco
     Promissory Note,  the  Murphy-Brown  Purchase Agreement, the
     Murphy-Brown Butterball Interest Contribution Agreement, the
     M-G Purchase Agreement, the  Maxwell  Redemption  Agreement,
     and the Seaboard Purchase Agreement shall have been executed
     and delivered by all parties thereto.

<PAGE> 53

     Section  9.3     Conditions to Obligations of the  Goldsboro
Parties.   The obligations of the Goldsboro Parties to consummate
the  transactions  contemplated hereby shall be  subject  to  the
fulfillment  at or prior to the Closing of each of the  following
additional conditions:

          (a)  Representations     and       Warranties.      The
     representations and warranties of the Purchaser contained in
     Article  VII  shall  have  been  correct and complete in all
     material respects as of the date hereof and shall be correct
     and complete in all material respects as of the Closing Date
     as though made on and as of the  Closing  Date,  except that
     those representations and warranties that by their terms are
     qualified by materiality shall be  correct  and  complete in
     all respects.

          (b)  Performance  of Obligations by the Purchaser.  The
     Purchaser  shall have performed in all material respects all
     covenants and  agreements  required  to  be performed  by it
     hereunder on or prior to the Closing Date.

          (c)  Opinion of the Purchaser's Counsel.  The Goldsboro
     Parties  shall  have  received an opinion of King & Spalding
     LLP, counsel to  the  Purchaser,  dated  the  Closing  Date,
     substantially in the form  agreed  to  by  the  Parties (the
     "Purchaser Opinion").

          (d)  Ancillary  Documents.  The  Purchaser  shall  have
     delivered, or  caused  to  be  delivered,  to  the Goldsboro
     Parties the documents listed in Section 10.3.

                           ARTICLE X.
                            CLOSING

     Section 10.1   Closing.  The  Maxwell Closing shall occur at
9:00 a.m., Atlanta, Georgia time, on the third (3rd) Business Day
following the satisfaction or waiver of the conditions set  forth
in  Article IX that are contemplated to be satisfied prior to the
Closing,  or  on such other date as the Parties may  agree.   The
Seaboard  Closing shall occur immediately following  the  Maxwell
Closing.   The  Closing  shall  take  place  at  the  offices  of
Kilpatrick  Stockton  LLP,  3737  Glenwood  Avenue,  Suite   400,
Raleigh,  North  Carolina 27612 or at such  other  place  as  the
Parties may agree.

     Section 10.2   Goldsboro  Parties'  Closing  Deliveries.  At
the  Closing, the Goldsboro Parties shall deliver, or cause to be
delivered, to the Purchaser the following:

          (a)  a  certificate  executed  by Maxwell, on behalf of
     the  Goldsboro Parties, as to compliance with the conditions
     set forth in Sections 9.2(a) and (b);

          (b)  the Payoff Letters;

          (c)  the Newco Promissory Note, executed by Newco;

          (d)  the  Murphy-Brown  Purchase Agreement, executed by
     Newco and Murphy-Brown;

          (e)  the  Murphy-Brown Butterball Interest Contribution
     Agreement, executed by Newco and the Company;

<PAGE> 54

          (f)  the  M-G  Purchase  Agreement,  executed  by   the
     Maxwell  Group  and  certain  MGI  Subsidiaries   and  their
     Affiliates and the Company;

          (g)  the  Maxwell  Redemption  Agreement,  executed  by
     Maxwell and the Company;

          (h)  the Seaboard Purchase Agreement, executed by Newco;

          (i)  the Management Services Agreement, the Feed Supply
     Agreement,  and  the  Pathology  Lab  Services Agreement and
     Lease,  each  executed  by  Goldsboro  or  its Affiliate, as
     applicable, and the Company;

          (j)  the   Maxwell   Transition   Services   Agreement,
     executed by Sleepy Creek Turkeys, Inc. and the Company;

          (k)  the  Grower  Contract  Assignments,  executed   by
     Maxwell or Newco, as applicable, and the Company;

          (l)  the  Access  Easement  Agreements, executed by the
     Company and the Adjacent Owners, as applicable;

          (m)  the Goldsboro Opinion;

          (n)  a  certificate  of  non-foreign  status   by  each
     Goldsboro Party  and  the  Company  sworn  under penalty  of
     perjury and in form and  substance  required  under Treasury
     Regulation Section 1.1445-2(B)(2)(iv),   stating  that  such
     Goldsboro Party or the Company,  as  applicable,  is  not  a
     "foreign person" as defined in Section 1445 of  the Code and
     setting forth such Goldsboro Party's or  the  Company's,  as
     applicable, name, taxpayer identification number and address;
     and

          (o)  all other documents required to be entered into by
     the  Company, any of its Subsidiaries or any Goldsboro Party
     pursuant  hereto or reasonably requested by the Purchaser to
     otherwise consummate the transactions contemplated hereby.

     Section 10.3   Purchaser Closing Deliveries.  On the Closing,
the Purchaser shall have delivered, or caused to be delivered, to
the Goldsboro Parties the following:

          (a)  a  certificate  of  an  authorized  officer of the
     Purchaser as  to compliance with the conditions set forth in
     Sections 9.3(a) and (b);


          (b)  the  Seaboard  Purchase Agreement, executed by the
     Purchaser;

          (c)  the Purchaser Opinion; and

          (d)  all other documents required to be entered into or
     delivered  by  the  Purchaser  at  or  prior  to the Closing
     pursuant hereto.

<PAGE> 55

                           ARTICLE XI.
                           TERMINATION

     Section 11.1   Termination.    This    Agreement    may   be
terminated:

          (a)  in writing by mutual consent of the Parties;

          (b)  by  written  notice from Maxwell to the Purchaser,
     in  the  event  the  Purchaser  (i) fails  to perform in any
     material  respect  any  of  its agreements  contained herein
     required to be performed by it at or prior to the Closing or
     (ii) materially  breaches  any  of  its  representations and
     warranties contained herein, which  failure or breach is not
     cured  within  twenty  (20) days  following  Maxwell  having
     notified the Purchaser of  its  intent  to  terminate   this
     Agreement pursuant to this Section 11.1(b);

          (c)  by  written notice from  the Purchaser to Maxwell,
     in the  event  any  of  the  Goldsboro  Parties (i) fails to
     perform  in any  material  respect  any  of  its  agreements
     contained herein required  to be performed by it at or prior
     to  the  Closing  or  (ii)  materially  breaches  any of its
     representations  and  warranties  contained  in  Article VI,
     which failure or breach is not cured within twenty (20) days
     following the  Purchaser  having  notified  Maxwell  of  its
     intent to terminate this Agreement pursuant to  this Section
     11.1(c); or

          (d)  by  written  notice by Maxwell to the Purchaser or
     the  Purchaser  to Maxwell, as the case may be, in the event
     the  Closing  has not occurred on or prior to the Expiration
     Date for  any  reason  other than delay or nonperformance of
     the Party seeking such termination.

     Section 11.2   Specific Performance and Other Remedies.

          (a)  Each  Party hereby acknowledges that the rights of
     each Party  to  consummate  the  transactions   contemplated
     hereby are special,  unique  and  of extraordinary character
     and that, in the event that  any  Party violates or fails or
     refuses to perform any  covenant  or  agreement  made  by it
     herein, the non-breaching Party may  be  without an adequate
     remedy at law.  In  the  event  that  any Party  violates or
     fails or refuses to perform any covenant  or  agreement made
     by such Party herein, the non-breaching Party or Parties may,
     subject to the terms hereof and in addition to any remedy at
     law for damages or other relief, institute and prosecute  an
     action  in  any  court of competent  jurisdiction to enforce
     specific  performance  of such covenant or agreement or seek
     any  other equitable relief.

          (b)  Notwithstanding  anything  in  Section  11.2(a) or
     Section 11.3  to  the  contrary,  in  addition  to any other
     remedies which may  otherwise  be available  to Purchaser in
     accordance with this  Agreement, if the Purchaser terminates
     this Agreement  pursuant  to  Section  11.1(c)  or   Maxwell
     terminates  this  Agreement  pursuant to Section 11.1(d) and
     the Goldsboro Parties elect to sell the  Maxwell  Butterball
     Interest  to  Smithfield  or  its Affiliates  on or prior to
     December 31, 2011, then the  Goldsboro  Parties shall pay to
     the  Purchaser   within   ten   (10)   days   following  the
     consummation of such sale a cash amount equal to the greater
     of (i) One  Million  Dollars ($1,000,000) or (ii)  an amount
     equal to 50% of  the amount,  if any, by which (x) the total
     purchase price paid to

<PAGE> 56

     the Goldsboro Parties in exchange for the Maxwell Butterball
Interest exceeds (y) the Maxwell Target Price.

     Section  11.3    Effect of Termination.   In  the  event  of
termination of this Agreement pursuant to this Article  XI,  this
Agreement  shall  forthwith become void and  there  shall  be  no
liability  on  the  part of any Party or its partners,  officers,
directors  or stockholders, except for obligations under  Section
8.7 (Public Announcements), Section 11.2(b) (Specific Performance
and   Other  Remedies),  Section  13.1  (Notices),  Section  13.4
(Controlling   Law;   Amendment),  Section   13.5   (Consent   to
Jurisdiction,  Etc.)  and Section 13.12 (Transaction  Costs)  and
this  Section 11.3, all of which shall survive the date  of  such
termination.   Each  Party shall redeliver  all  documents,  work
papers  and  other materials of the other Party relating  to  the
transactions  contemplated  hereby, whether  obtained  before  or
after the execution hereof, to the Party furnishing the same  or,
upon  prior written notice to such Party, shall destroy all  such
documents, work papers and other materials and deliver notice  to
the  Party  seeking  destruction  of  such  documents  that  such
destruction  has been completed, and all confidential information
received by any Party with respect to the other Parties shall  be
treated   in   accordance  with  the  Confidentiality  Agreement.
Notwithstanding  the  foregoing, nothing contained  herein  shall
relieve any Party from liability for any breach hereof.

                          ARTICLE XII.
                         INDEMNIFICATION

     Section  12.1   Indemnification Obligations of the Goldsboro
Parties to the Company.  The Goldsboro Parties shall, jointly and
severally,  indemnify,  defend  and  hold  harmless  the  Company
Indemnified Parties from, against, and in respect of, any and all
claims,   liabilities,  obligations,  damages,   losses,   costs,
expenses,  penalties, fines and judgments (at equity or  at  law,
including  statutory  and common) whenever  arising  or  incurred
(including amounts paid in settlement, costs of investigation and
reasonable  attorneys'  fees  and expenses)  arising  out  of  or
relating to:

          (a)  any breach  or inaccuracy of any representation or
     warranty  made  by  any  Goldsboro  Party  in  Article IV or
     Article V (other than Section 4.12 and Section 5.5, as those
     matters are otherwise  covered  by Section 12.1(c))  of this
     Agreement or the Goldsboro Ancillary Documents;

          (b)  any  breach   of   any   covenant,   agreement  or
     undertaking made by any Goldsboro Party in this Agreement or
     the Goldsboro Ancillary Documents;

          (c)  any  claims,  liabilities,  obligations,   losses,
     damages,  costs,  expenses,  penalties, fines and  judgments
     incurred  by  the  Company  and  its  Subsidiaries after the
     Closing Date relating to,  resulting  from or arising out of
     any  Legal   Proceedings   (including   the   Company  Legal
     Proceedings and the MGI Legal Proceedings listed on Schedule
     4.12  or  Schedule 5.5),  except  to  the  extent  otherwise
     reserved for in Final Working Capital Schedule with  respect
     to such Legal Proceedings;


<PAGE> 57

          (d)  any  liability  or  obligation  relating  to   the
     Maxwell Growing  Interest,  other  than  to  the  extent not
     required to be performed on or prior to the Closing Date and
     accruing  and  relating to  operations  subsequent  to   the
     Closing Date;

          (e)  any  liability  or  obligation  relating   to  the
     Excluded Maxwell Growing Interest Assets;

          (f)  any   Indebtedness   of   the   Company    or  its
     Subsidiaries as of the Closing Date other than the Term Debt,
     the Revolver, the  Maxwell  Group Member Note, the MB Member
     Note and any other Indebtedness disclosed in Schedule 4.3(b);
     or

          (g)  any  liability  or  obligation  arising  out of or
     relating to any claim asserted against the Company or any of
     its Subsidiaries by Murphy-Brown.

     Section  12.2   Indemnification Obligations of the Goldsboro
Parties  to the Purchaser.  The Goldsboro Parties shall,  jointly
and  severally, indemnify, defend and hold harmless the Purchaser
Indemnified Parties from, against, and in respect of, any and all
claims,   liabilities,  obligations,  damages,   losses,   costs,
expenses,  penalties, fines and judgments (at equity or  at  law,
including  statutory  and common) whenever  arising  or  incurred
(including amounts paid in settlement, costs of investigation and
reasonable  attorneys'  fees  and expenses)  arising  out  of  or
relating to:

          (a)  any  breach or inaccuracy of any representation or
     warranty made by the Goldsboro Parties in Article VI of this
     Agreement or the Goldsboro Ancillary Documents; or

          (b)  any  breach   of   any   covenant,   agreement  or
     undertaking made by any Goldsboro Party in this Agreement or
     the Goldsboro Ancillary Documents.

     The   claims,  liabilities,  obligations,  losses,  damages,
costs,  expenses, penalties, fines and judgments of the Purchaser
Indemnified  Parties described in this Section 12.2 as  to  which
the Purchaser Indemnified Parties are entitled to indemnification
and the claims, liabilities, obligations, losses, damages, costs,
expenses,   penalties,  fines  and  judgments  of   the   Company
Indemnified  Parties described in Section 12.1 as  to  which  the
Company  Indemnified Parties are entitled to indemnification  are
collectively referred to as "Indemnifiable Losses."

     Section 12.3   Indemnification Obligations of the Purchaser.
The Purchaser shall indemnify and  hold  harmless  the  Goldsboro
Indemnified Parties from, against and in respect of any  and  all
claims,   liabilities,  obligations,  losses,   damages,   costs,
expenses,  penalties, fines and judgments (at equity or  at  law,
including  statutory  and common) whenever  arising  or  incurred
(including amounts paid in settlement, costs of investigation and
reasonable  attorneys'  fees  and expenses)  arising  out  of  or
relating to:

          (a)  any breach  or inaccuracy of any representation or
     warranty  made  by  the  Purchaser  in  Article  VII of this
     Agreement or in any Purchaser Ancillary Document; or

          (b)  any  breach   of   any   covenant,   agreement  or
     undertaking made by  the  Purchaser  in this Agreement or in
     any Purchaser Ancillary Document.

<PAGE> 58

     The   claims,  liabilities,  obligations,  losses,  damages,
costs,  expenses, penalties, fines and judgments of the Goldsboro
Indemnified  Parties described in this Section 12.3 as  to  which
the Goldsboro Indemnified Parties are entitled to indemnification
are collectively referred to as "Goldsboro Losses."

     Section 12.4   Indemnification Procedure.

          (a)  Promptly following receipt by an Indemnified Party
     of notice  by  a  third  party  (including  any Governmental
     Entity) of any  complaint  or the commencement of any audit,
     investigation, action  or  proceeding  with respect to which
     such Indemnified Party may be entitled  to  receive  payment
     from  another  Party  for  any  Indemnifiable  Loss  or  any
     Goldsboro Loss (as the case may be),  such Indemnified Party
     shall notify the Purchaser or Maxwell  (on  behalf   of  the
     Goldsboro Parties), as the case may  be  (the  "Indemnifying
     Party"), promptly following the Indemnified Party's  receipt
     of  such  complaint  or  notice  of the commencement of such
     audit,  investigation,  action   or   proceeding;  provided,
     however,  that  the  failure  to so  notify the Indemnifying
     Party  shall   relieve the Indemnifying Party from liability
     hereunder with  respect  to  such claim only if, and only to
     the extent that, such  failure to so notify the Indemnifying
     Party results  in  the  forfeiture by the Indemnifying Party
     of  rights  and   defenses   otherwise   available   to  the
     Indemnifying  Party  with  respect   to   such  claim.   The
     Indemnifying Party shall have the right, upon written notice
     delivered to the Indemnified Party within twenty  (20)  days
     thereafter   assuming   full   responsibility    for     any
     Indemnifiable Losses or Goldsboro Losses (as the case may be)
     resulting  from  such   audit,   investigation,   action  or
     proceeding,  to assume the defense of such complaint, audit,
     investigation,  action   or  proceeding,  to the extent such
     complaint,  audit,  investigation,  action   or   proceeding
     involves solely monetary damages,  including  the employment
     of  counsel reasonably satisfactory to the Indemnified Party
     and  the  payment  of  the  fees  and  disbursements of such
     counsel; provided, however, that an  Indemnifying Party will
     not be entitled to assume  the  defense  of  any  complaint,
     audit, investigation, action or proceeding if (i) such claim
     could result in criminal liability of, or equitable remedies
     against,  the  Indemnified  Party;  or (ii)  the Indemnified
     Party  reasonably  believes  that  the  interests   of   the
     Indemnifying Party and the Indemnified Party with respect to
     the such claim are in  conflict  with one another, and as  a
     result, the Indemnifying Party could not adequately represent
     the interests of the Indemnified Party in such claim.  In the
     event, however, that the Indemnifying Party declines or fails
     to assume, or is  not permitted to assume, the defense of the
     audit, investigation,  action  or  proceeding  on  the  terms
     provided above or to employ  counsel  reasonably satisfactory
     to the Indemnified Party, in  either  case within such twenty
     (20) day period, or if the Indemnifying Party is not entitled
     to assume the defense of the  audit, investigation, action or
     proceeding in accordance with the  preceding   sentence, then
     such Indemnified Party may  employ counsel  to  represent  or
     defend  it  in  any  such  audit,    investigation, action or
     proceeding  and  the  Indemnifying   Party   shall   pay  the
     reasonable fees and  disbursements  of  such  counsel for the
     Indemnified Party as incurred; provided, however, that    the
     Indemnifying  Party shall not be required to pay the fees and
     disbursements  of  more than one counsel for all  Indemnified
     Parties   in   any   jurisdiction   in   any   single  audit,
     investigation,   action   or   proceeding.   In   any  audit,
     investigation, action or proceeding for which indemnification
     is  being  sought  hereunder  the  Indemnified  Party  or the
     Indemnifying Party, whichever is not  assuming the defense of
     such action, shall have the

<PAGE> 59

     right  to  participate  in  such matter and to retain its own
     counsel at such Party's  own expense.  The Indemnifying Party
     or the Indemnified  Party  (as the case may be)  shall at all
     times use reasonable  efforts  to keep the Indemnifying Party
     or the Indemnified Party  (as  the  case  may be)  reasonably
     apprised of  the  status  of  the  defense  of any matter the
     defense of which it is maintaining and   to cooperate in good
     faith with each other with respect to the defense of any such
     matter.

          (b)  No  Indemnified Party may  settle or compromise any
     audit,  investigation, action or proceeding or consent to the
     entry of  any  judgment with respect to which indemnification
     is being  sought  hereunder without the prior written consent
     of the  Indemnifying Party, unless (i) the Indemnifying Party
     fails to  assume, or is not permitted to assume, and maintain
     the defense of such claim pursuant to Section 12.4(a) or (ii)
     such   settlement,   compromise   or   consent   includes  an
     unconditional  release  of  the  Indemnifying  Party  and its
     officers, directors,  managers, employees and Affiliates from
     all liability arising out  of  such  claim.  An  Indemnifying
     Party may not,  without  the  prior  written  consent  of the
     Indemnified Party, settle or compromise  any claim or consent
     to  the  entry  of   any   judgment  with  respect  to  which
     indemnification  is  being  sought  hereunder unless (x) such
     settlement,  compromise  or consent includes an unconditional
     release of the Indemnified Party and its officers, directors,
     managers, employees and Affiliates from all liability arising
     out  of  such  claim,  (y)  does not contain any admission or
     statement suggesting any wrongdoing or liability on behalf of
     the  Indemnified Party and (z) does not contain any equitable
     order, judgment or term that in any manner affects, restrains
     or  interferes  with the business of the Indemnified Party or
     any of the Indemnified Party's Affiliates.

          (c)  In the event an Indemnified Party claims a right to
     payment  pursuant  hereto,  such Indemnified Party shall send
     written notice  of such claim to the appropriate Indemnifying
     Party.  Such notice  shall  specify the basis for such claim.
     The  failure  by any  Indemnified  Party  so  to  notify  the
     Indemnifying Party shall not relieve  the  Indemnifying Party
     from any liability that it may have to such Indemnified Party
     with respect to any  claim  made  pursuant  to  this  Section
     12.4(c), it being  understood  that  notices  for  claims  in
     respect of a breach of a representation or warranty  must  be
     delivered prior to the expiration of the survival  period for
     such representation or warranty  under  Section 12.5.  In the
     event the Indemnifying Party does not notify  the Indemnified
     Party within thirty (30) days following its  receipt of  such
     notice that the Indemnifying Party disputes its  liability to
     the  Indemnified  Party  under this Article XII or the amount
     thereof, the claim specified by the Indemnified Party in such
     notice  shall  be  conclusively  deemed  a  liability  of the
     Indemnifying   Party   under   this  Article  XII,   and  the
     Indemnifying  Party shall pay the amount of such liability to
     the Indemnified Party on demand or, in the case of any notice
     in which the amount  of  the  claim  (or  any portion  of the
     claim) is estimated, on such  later  date  when the amount of
     such claim (or such portion of such  claim)  becomes  finally
     determined.  In the event the  Indemnifying Party has  timely
     disputed its liability with respect to such claim as provided
     above, as promptly  as  possible, such  Indemnified Party and
     the appropriate Indemnifying Party shall establish the merits
     and amount of such claim (by  mutual  agreement,  litigation,
     arbitration or otherwise) and, within five (5) Business  Days
     following  the  final  determination of the merits and amount

<PAGE> 60

     of  such  claim,  the  Indemnifying  Party  shall  pay to the
     Indemnified Party in immediately available funds in an amount
     equal to such claim as determined hereunder.

          (d)  The Parties agree that the Purchaser shall have the
     right to  exercise  the  rights  of  the  Company Indemnified
     Parties  under  this  Article XII,  but  any  amounts paid in
     satisfaction of any  Indemnifiable  Losses  on behalf  of the
     Company Indemnified Parties shall be paid to the Company.

          (e)  Any  indemnification  obligation  of  the Goldsboro
     Parties  pursuant  to this Article  XII shall be satisfied by
     the Goldsboro Parties on a joint and several basis.

     Section 12.5   Claims  Period.  The  Claims  Period hereunder
shall begin on the date hereof and terminate as follows:

          (a)  (i) with  respect  to  Indemnifiable Losses arising
     under  Section  12.1(a)  with  respect  to   any   breach  or
     inaccuracy of any  representation  or warranty in Section 4.2
     (Authorization),  Section 4.3 (Capital Structure), or Section
     4.30 (Brokers), the Claims Period shall continue indefinitely
     (ii)  with respect  to  Indemnifiable  Losses  arising  under
     Section 12.1(a) with respect  to  any breach or inaccuracy of
     any representation or warranty in Section 4.1 (Organization),
     Section 4.7(a) (Title to Assets) or Section  5.2(a) (Title to
     Assets), the Claims  Period  shall terminate on the date that
     is three (3) years following  the  Closing  Date  (iii)  with
     respect to Indemnifiable Losses arising under Section 12.1(a)
     with   respect  to   any   breach   or   inaccuracy   of  any
     representation or warranty  in  Section  4.15  (Tax  Returns;
     Taxes), the Claims Period shall terminate on the date that is
     sixty  (60) days following the termination of the  applicable
     statute of limitations or, if there is no applicable  statute
     of limitations, the Claims Period shall terminate on the date
     that  is  five (5) years following the Closing Date (iv) with
     respect to Indemnifiable Losses arising under Section 12.1(b),
     the Claims Period shall terminate on the date that is two (2)
     years  following  the  Closing  Date  (v)  with  respect   to
     Indemnifiable  Losses  arising  under  Section  12.1(c),  the
     Claims Period shall  terminate  on  the date that is five (5)
     years  following  the  Closing  Date  (vi)  with  respect  to
     Indemnifiable Losses arising under Section 12.1(d) the Claims
     Period  shall  terminate  on  the date  that is two (2) years
     following   the   Closing   Date   (vii)   with   respect  to
     Indemnifiable  Losses   arising  under  Section 12.1(e),  the
     Claims  Period  shall  continue indefinitely, and (viii) with
     respect  to  all  other  Indemnifiable  Losses  arising under
     Section 12.1, the  Claims Period  shall terminate on the date
     that  is twelve (12) months following the Closing Date;

          (b)  with  respect to Indemnifiable Losses arising under
     Section 12.2, the  Claims Period  shall terminate on the date
     that is twelve (12) months following the Closing Date; and

          (c)  with  respect  to  Goldsboro  Losses  arising under
     Section 12.3, the Claims Period shall continue indefinitely.

     Notwithstanding  the foregoing, if, prior to  the  close  of
business  on  the  last day of the applicable Claims  Period,  an
Indemnifying Party shall have been properly notified of  a  claim
for  indemnity  hereunder  and such claim  shall  not  have  been
finally  resolved or disposed of at such

<PAGE> 61

date, such  claim  shall continue to survive  and shall remain  a
basis  for  indemnity  hereunder  until  such  claim  is  finally
resolved or disposed of  in accordance with the terms hereof.

     Section 12.6   Liability  Limits.  Notwithstanding  anything
to the contrary set forth herein, no claim shall be made  against
any Goldsboro Party for indemnification under  Sections  12.1(a),
12.1(c) or 12.2(a) for Indemnifiable Losses unless and until  the
aggregate amount of such Indemnifiable Losses exceeds One Million
Dollars ($1,000,000) (the "Indemnity Basket"), in which event the
Purchaser  (on  behalf  of the Company Indemnified  Parties)  may
claim  indemnification for all Indemnifiable Losses only  to  the
extent  such Indemnifiable Losses, in the aggregate,  exceed  One
Million Dollars ($1,000,000).  The total aggregate amount of  the
liability  of  the  Goldsboro Parties  for  Indemnifiable  Losses
indemnified under Sections 12.1(a), 12.1(c) and 12.2(a) shall  be
limited  to  Ten  Million Dollars ($10,000,000)  (the  "Indemnity
Cap").   The amount of Indemnifiable Losses otherwise payable  to
any  Indemnified Party pursuant to this Article XII shall be  net
of  any  insurance proceeds actually received by such Indemnified
Party with respect to such Indemnifiable Losses.

     Section 12.7   Exclusive  Remedy.  The  Parties  agree that,
excluding (a) any claim for injunctive or other equitable relief,
(b) the  rights  of  the  Parties under Section 11.2, or  (c) any
claim related to fraud,  willful  misconduct or bad faith  by the
Goldsboro  Parties or  the  Purchaser  in  connection   with  the
transactions  related  to  this  Agreement,  the  indemnification
provisions of this Article XII are intended  to  provide the sole
and exclusive remedy as  to  all  claims  either  the   Goldsboro
Parties, on the one hand,  or  the Purchaser, on the  other hand,
may incur arising from or relating to this Agreement.

                          ARTICLE XIII.
                    MISCELLANEOUS PROVISIONS

     Section  13.1    Notices.  All notices,  communications  and
deliveries  required or made hereunder must be  made  in  writing
signed by or on behalf of the Party making the same and shall  be
delivered  personally or by a national overnight courier  service
or  by  registered  or certified mail (return receipt  requested)
(with postage and other fees prepaid) as follows:


     To the Purchaser:          Seaboard Corporation
                                9000 West 67th Street
                                Shawnee Mission, KS 66202
                                Attn:  David Becker, General Counsel

     with a copy to:            King & Spalding LLP
                                1180 Peachtree Street
                                Atlanta, GA  30309
                                Attn:  Russell B. Richards

     To the Goldsboro Parties   Maxwell Farms, LLC
     (Maxwell):                 938 Millers Chapel Road
                                Goldsboro, NC 27534

<PAGE> 62


                                Attn: Tom Howell

     with a copy to:            Kilpatrick Stockton LLP
                                3737 Glenwood Avenue
                                Suite 400
                                Raleigh, NC 27612
                                Attn:  Gary Joyner


or  to  such other representative or at such other address  of  a
Party  as such Party may furnish to the other Parties in writing.
Any  such notice, communication or delivery shall be deemed given
or  made (a) on the date of delivery, if delivered in person, (b)
on the first Business Day following timely delivery to a national
overnight  courier  service  or (c) on  the  fifth  Business  Day
following it being mailed by registered or certified mail.

     Section 13.2   Assignment;   Successors   in   Interest.  No
assignment  or  transfer  by any Party of such Party's rights and
obligations hereunder shall be made except with the prior written
consent  of the other Parties; provided that the Purchaser shall,
without the obligation  to  obtain  the prior written consent  of
any  other  Party, be entitled to assign this Agreement or all or
any part of  its  rights  or obligations hereunder to one or more
Affiliates  of  the  Purchaser.  This  Agreement shall be binding
upon  and  shall inure to the benefit of  the Parties  and  their
respective successors  and  permitted  assigns, and any reference
to  a  Party  shall  also  be  a  reference to the successors and
permitted assigns thereof.

     Section 13.3   Captions.  The  titles, captions and table of
contents contained herein are inserted herein only as a matter of
convenience and for reference and in no way define, limit, extend
or describe the scope of this Agreement or the intent of any
provision hereof.

     Section 13.4   Controlling  Law;  Amendment.  This Agreement
shall  be  governed  by  and construed and enforced in accordance
with the internal Laws of the State of Delaware without reference
to its  choice  of law rules.  This Agreement may not be amended,
modified  or  supplemented  except  by  written  agreement of the
Parties.

     Section 13.5   Consent  to  Jurisdiction,  Etc.  Each  Party
hereby  irrevocably  consents  and  agrees that any Legal Dispute
shall be brought only to the exclusive jurisdiction of the courts
of the  State  of North Carolina or the federal courts located in
the  State  of  Delaware,  and  each Party hereby consents to the
jurisdiction of  such  courts  (and of  the appropriate appellate
courts  therefrom) in  any  such  suit, action  or proceeding and
irrevocably waives, to the fullest  extent  permitted by law, any
objection that it may now or  hereafter have to the laying of the
venue of any such suit, action or proceeding in any such court or
that any such suit, action or  proceeding  that is brought in any
such court has been brought in an inconvenient forum.  During the
period a Legal Dispute is pending  before  a  court, all actions,
suits or proceedings with respect  to  such  Legal Dispute or any
other Legal Dispute, including  any  counterclaim, cross-claim or
interpleader, shall be subject  to  the exclusive jurisdiction of
such court.  Each Party hereby waives,  and shall not assert as a
defense in any Legal Dispute, that (a)  such Party is not subject
thereto, (b) such action, suit or  proceeding  may not be brought
or is not maintainable in such court, (c)  such  Party's property
is exempt or immune  from  execution, (d) such  action,  suit  or

<PAGE> 63

proceeding  is  brought in an inconvenient forum or (e) the venue
of such action, suit or proceeding is improper.  A final judgment
in any action,  suit or proceeding described in this Section 13.5
following the  expiration  of any period permitted for appeal and
subject to any stay during  appeal shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any
other manner provided by applicable Laws.

     Section 13.6   Severability.  Any  provision  hereof that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating  the  remaining  provisions
hereof,  and  any  such  prohibition  or  unenforceability in any
jurisdiction  shall  not  invalidate or render unenforceable such
provision in any other  jurisdiction.  To the extent permitted by
Law, each Party hereby  waives  any provision of Law that renders
any such provision prohibited or unenforceable in any respect.

     Section 13.7   Counterparts.  This Agreement may be executed
in  two  or  more  counterparts, each of which shall be deemed an
original, and it  shall  not be necessary in making proof of this
Agreement or the terms hereof to produce or account for more than
one of such counterparts.

     Section 13.8   Enforcement  of   Certain   Rights.   Nothing
expressed  or  implied herein is intended, or shall be construed,
to confer  upon  or  give  any Person other than the Parties, and
their  successors  or  permitted  assigns,  any   right,  remedy,
obligation or  liability under or by reason of this Agreement, or
result in such  Person  being  deemed  a  third-party beneficiary
hereof.

     Section 13.9   Waiver.  Any  agreement  on  the  part  of  a
Party to any extension or waiver of any provision hereof shall be
valid  only  if  set  forth in an instrument in writing signed on
behalf of  such Party.  A waiver by a Party of the performance of
any covenant, agreement, obligation, condition, representation or
warranty  shall  not  be  construed  as  a  waiver  of  any other
covenant, agreement,  obligation,  condition,  representation  or
warranty.  A waiver by  any  Party  of the performance of any act
shall not constitute a waiver of the performance of any other act
or an identical act required to be  performed  at  a  later time.

     Section 13.10   Integration.    This   Agreement   and   the
documents  executed  pursuant  hereto supersede all negotiations,
agreements  and  understandings among the Parties with respect to
the  subject   matter  hereof  (except  for  the  Confidentiality
Agreement, which  the  Parties  agree  will  terminate  as of the
Closing) and  constitute  the  entire agreement among the Parties
with respect thereto.

     Section 13.11  Cooperation Following the Closing.  Following
the  Closing,  each Party shall deliver to the other Parties such
further information  and  documents and shall execute and deliver
to the other Parties such  further  instruments and agreements as
any other Party shall reasonably request to consummate or confirm
the transactions provided for herein,  to  accomplish the purpose
hereof or to assure to any other Party the benefits hereof.

     Section 13.12  Transaction Costs.  Except  as provided above
or as  otherwise  expressly provided herein, each Party shall pay
its own  fees, costs and expenses incurred in connection herewith
and the  transactions  contemplated  hereby,  including the fees,
costs and  expenses  of  its  financial advisors, accountants and
counsel.   Without  limiting the foregoing, it is understood that

<PAGE> 64

the  Goldsboro  Parties  shall  pay  the Maxwell Expenses and the
Purchaser shall pay the Seaboard Expenses.


                          *  *  *  *  *

<PAGE> 65


     IN  WITNESS WHEREOF, the Parties have caused this  Agreement
to be duly executed, as of the date first above written.

                         PURCHASER:

                         SEABOARD CORPORATION

                         By:  /s/ Robert L. Steer
                           Name:  Robert L. Steer
                           Title: Senior Vice President

                         GOLDSBORO:

                         GOLDSBORO MILLING COMPANY

                         By:  /s/ J. Louis Maxwell, Jr.
                           Name:  J. Louis Maxwell, Jr.
                           Title: Authorized Signatory


                         By:  /s/ J. Walter Pelletier, III
                           Name:  J. Walter Pelletier, III
                           Title: Authorized Signatory

                         MAXWELL:

                         MAXWELL FARMS, LLC

                         By:  /s/ J. Louis Maxwell, Jr.
                           Name:  J. Louis Maxwell, Jr.
                           Title: Authorized Signatory

                         By:  /s/ J. Walter Pelletier, III
                           Name:  J. Walter Pelletier, III
                           Title: Authorized Signatory

                         NEWCO:

                         GM ACQUISITION, LLC

                         By:  /s/ J. Louis Maxwell, Jr.
                           Name:  J. Louis Maxwell, Jr.
                           Title: Authorized Signatory

                         By:  /s/ J. Walter Pelletier, III
                           Name:  J. Walter Pelletier, III
                           Title: Authorized Signatory

                Signature Page to Purchase Agreement

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