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                                                                    EXHIBIT 10.5


                           ARTICLES OF SHARE EXCHANGE

                                     BETWEEN

                               PF MANAGEMENT, INC.

                                       AND

                               PIERRE FOODS, INC.


         Pursuant to Section 55-11-05 of the General Statutes of North Carolina,
PF Management, Inc., a corporation organized under the laws of the State of
North Carolina, hereby submits these Articles of Share Exchange for the purpose
of acquiring all of the outstanding shares of common stock, no par value, of
Pierre Foods, Inc., a corporation organized under the law of the State of North
Carolina .

         I. The Plan of Share Exchange that was duly adopted by the board of
directors of each of the corporations participating in the exchange and that was
approved by the shareholders of Pierre Foods, Inc. in the manner prescribed by
Chapter 55 of the General Statutes of North Carolina is as follows:

                             Plan of Share Exchange

            A. Corporations Participating in Share Exchange.

                  PF Management, Inc. (the "Acquiror") will acquire all of the
         outstanding shares of Pierre Foods, Inc. (the "Company") pursuant to
         the terms and conditions of this Plan.

            B. Exchange of Shares.

                  At the effective time of the share exchange (the "Effective
         Time"), the shares of the corporations participating in the share
         exchange shall be exchanged as follows:

                           1. Acquiror. The outstanding shares of the Acquiror
                  will not be exchanged or altered in any manner as a result of
                  the share exchange and will remain outstanding as shares of
                  the Acquiror.

                           2. The Company. Each outstanding share of the
                  Company, except those already owned by the Acquiror, will be
                  exchanged for and become the right to receive from the
                  Acquiror $2.50 in cash per share and each such share shall be
                  cancelled.

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                           3. Surrender of Share Certificates. Each holder of a
                  certificate representing shares of the Company to be exchanged
                  under this Plan will be entitled, upon presentation and
                  surrender to the Acquiror of such certificate, to receive in
                  exchange therefor the consideration described in paragraph 2
                  of this Plan. Until so surrendered, each outstanding
                  certificate that prior to the Effective Time represented
                  shares of the Company will be deemed for all purposes to
                  evidence ownership of the consideration to be issued for such
                  shares.

            C. Abandonment.

                  After the approval of this Plan by the shareholders of the
         Company, and at any time prior to the exchange becoming effective, the
         board of directors of the Acquiror may, in its discretion, abandon the
         share exchange.

         II. Approval by the shareholders of the undersigned Acquiror was not
required.

         III. The share exchange will become effective upon filing by the
Secretary of State of North Carolina.

         This the 26th day of July, 2002.


                                             PF MANAGEMENT, INC.


                                             By: /s/ David R. Clark
                                                 -------------------------------
                                                 David R. Clark
                                                 President