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                                                                   EXHIBIT 10.13


                     CENTENNIAL SPECIALTY FOODS CORPORATION
                             AUDIT COMMITTEE CHARTER

PURPOSE:

      The primary purpose of the Audit Committee (the "Committee") of Centennial
Specialty Foods Corporation (the "Company") is to assist the Board of Directors
in fulfilling its responsibilities to oversee management activities related to
internal control, accounting and financial reporting policies, and auditing
practices; to review the independence of the outside auditors and the
objectivity of internal auditors; and to review the adequacy and reliability of
disclosures to shareholders.

MEMBERSHIP:

      The Committee is comprised of a minimum of two members and meets regularly
at least four times per year. Special meetings are called as advisable.
Committee members are appointed by the Board and shall meet the independence and
experience requirements of Nasdaq and the Securities and Exchange Commission
(SEC), as amended. At a minimum, audit committee members shall not be employed
by the Company and may not, other than in a capacity as members of the Committee
or the Board, accept any consulting, advisory or other compensatory fee from the
Company, or be an affiliated person, as that term is defined in the federal
securities laws, of the Company or any subsidiary.

      At least one member of the Committee shall be a Financial Expert, as
defined by regulations adopted by the SEC, as amended. The SEC currently defines
"Financial Expert" to mean a person who has the following attributes:

      (1)  an understanding of financial statements and generally accepted
      accounting principles;

      (2)  an ability to assess the general application of such principles in
      connection with the accounting for estimates, accruals and reserves;

      (3) experience preparing, auditing, analyzing or evaluating financial
      statements that present a breadth and level of complexity of accounting
      issues that are generally comparable to the breadth and complexity of
      issues that can reasonably be expected to be raised by the Company's
      financial statements, or experience actively supervising one or more
      persons engaged in such activities;

      (4)  an understanding of internal controls and procedures for financial
      reporting; and

      (5)  an understanding of audit committee functions.

      A person can acquire such attributes through any one or more of the
      following means:


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      (1) education and experience as a principal financial officer, principal
      accounting officer, controller, public accountant or auditor or experience
      in one or more positions that involve the performance of similar
      functions;

      (2) experience actively supervising a principal financial officer,
      principal accounting officer, controller, public accountant, auditor or
      person performing similar functions, or experience overseeing or assessing
      the performance of companies or public accountants with respect to the
      preparation, auditing or evaluation of financial statements; or

      (3)  other relevant experience.

      The SEC has mandated that an individual will have to possess all of the
attributes listed in the above definition to qualify as a Financial Expert. In
the event that the SEC amends the definition of a Financial Expert, such amended
definition shall be incorporated by reference herein without the Committee
amending this Audit Committee Charter.

RESPONSIBILITIES:

      The Committee provides a vehicle for communication between the directors
and the outside auditors, the internal auditors and financial management, and
establishes a forum for an open exchange of views and information. The Committee
will meet at least annually with the Chief Financial Officer and the outside
auditors in separate executive sessions. The outside auditors are ultimately
accountable to the Board and the Committee. The Committee is responsible for
reporting its activities to the Board.

      In discharging its oversight responsibilities, the Committee is authorized
to retain legal, accounting, or other experts or consultants at its discretion
and at the Company's expense without prior permission of the Board of Directors
or management.

      The Committee shall review and reassess the adequacy of this Charter
annually. The Committee may recommend amendments to this Charter at any time and
submit amendments for approval to the Board.

      In carrying out its oversight function, the Committee is responsible for
conducting the following recurring activities:

-  Appointment, compensation, oversight, and where appropriate, replacement of
   the outside auditors, subject to approval of the Board and ratification by
   the shareholders; and review the appointment, performance and replacement of
   the Chief Financial Officer.

-  Review with management and the outside auditors correspondence with
   regulators or governmental agencies and employee complaints or published
   reports which raise material issues regarding the Company's financial
   statements or accounting policies.


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-  Review with the Company's general counsel legal matters that may have a
   material impact on the financial statements, the Company's compliance
   policies and any material reports or inquiries received from regulators or
   governmental agencies.

-  Review periodic reports regarding non-audit activities of the outside
   auditors and related fees, and any other disclosures required by applicable
   rules and regulations adopted by the SEC, AICPA, FATB or other regulatory or
   self-regulatory agencies. Discuss with the outside auditors any disclosed
   relationships or services that may impact their objectivity and independence
   and recommend that the Board take appropriate action to satisfy itself of the
   independence of the outside auditors in response to the auditors' reports.

-  Review and approve all services provided by the outside auditors, ensuring
   that no non-audit services prohibited by the Sarbanes-Oxley Act of 2002, and
   regulations promulgated thereunder (SOA), have been provided and
   pre-approving any non-audit services not prohibited by the SOA.

-  Review and approve the fees to be paid to the outside auditors for audit
   services, and non-audit services, if any.

-  Review the planning and staffing of the audit, the adequacy of the resources
   of the outside auditors and the internal auditors and the appropriateness of
   their access within the Company in light of the scope of their work, and any
   difficulties encountered in the course of the audit work, including any
   restrictions on the scope of activities or access to required information,
   and any disagreements with management.

-  Approve the Company's policy regarding hiring of employees of the outside
   auditors who were engaged on the Company's account.

-  Review and discuss the annual audited financial statements with management
   and the outside auditors. Discuss with the outside auditors their judgments
   about the quality, not just the acceptability, of the Company's accounting
   principles as applied to its financial reporting as required by SAS 61, as
   modified or supplemented.

-  Review and discuss with management and the outside auditors interim financial
   reports before filing with the SEC other regulators.

-  Recommend to the Board whether to include the audited financial statements in
   the Company's Form 10-K.

-  Instruct the outside auditors to meet with and apprise the Committee Chair of
   any issues deemed significant by the outside auditors and related to the
   Company's quarterly financial results prior to the filing of the Company's
   Form 10-Q.

-  Instruct the outside auditors to report to the Committee:


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   -  all critical accounting policies and practices;

   -  all alternative treatments of financial information within generally
      accepted accounting principles that have been discussed with management
      officials of the Company, ramifications of the use of such alternative
      disclosures and treatments, and the treatment preferred by the independent
      public accounting firm; and

   -  other material written communications between the independent public
      accounting firm and the management of the Company, such as any management
      letter or schedule of unadjusted differences.

- Review significant changes in the Company's policies related to:

     -  risk management;

     -  internal control;

     -  accounting and financial reporting; and

     -  ethical behavior of employees.

-  Review with management and the independent accountant at the completion of
   the annual examination:

   -  the Company's annual financial statements and related footnotes;

   -  the independent accountant's audit of the financial statements and its
      report thereon;

   -  any significant changes required in the independent accountant's audit
      plan;

   -  any serious difficulties or disputes with management encountered during
      the course of the audit; and

   -  other matters related to the conduct of the audit which are to be
      communicated to the Committee under generally accepted auditing standards.

-  Review internal reports to remain apprised of material financial exposures
   and management actions to address issues related to:

   -  internal audit activities and the internal auditors' evaluation of
      internal control;

   -  exposures, uninsured risks, insurance and bonding losses, and insurance
      coverage and premiums;


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   -  compliance with Company policies, including the Code of Ethics, and
      with federal and state laws; and

   -  legal actions brought against the Company and any liabilities and
      contingencies which would jeopardize its financial condition.

-  Review filings with the SEC and other published documents containing the
   Company's financial statements and consider whether the information contained
   in these documents is consistent with the information contained in the
   financial statements.

-  Oversee compliance with audit partner rotation required by Section 10A(j) of
   the Securities Exchange Act of 1934 and the SOA;

-  Determine that appropriate actions have been taken to resolve matters
   reported to the Committee that in the Committee's judgment could materially
   jeopardize the Company's financial condition, such as unacceptable control
   conditions, deviations from policy, high uninsured risks, non-compliance with
   federal and state laws, and legal actions.

-  Include in the company's annual proxy statement the Committee report required
   by the rules of the SEC.

- Establish procedures for:

   - the receipt, retention, and treatment of complaints received by the Company
     regarding accounting, internal accounting controls, or auditing matters;
     and

   - the confidential, anonymous submission by employees of the Company of
     concerns regarding questionable accounting or auditing matters.


      While the Committee has the responsibilities and powers set forth in this
Charter, the Committee is not providing any expert or special assurance as to
the Company's financial statements, internal controls, or any professional
certification as to the outside auditors' work, and it is not the duty of the
Committee to plan or conduct audits or to determine that the Company's financial
statements are complete and accurate and are in accordance with generally
accepted accounting principles. This is the responsibility of management and the
outside auditors. Nor is it the duty of the Committee to assure compliance with
laws and regulations and the Company's Code of Ethics.

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