Exhibit 4.8
                                                                   -----------


                   DATED                           3 MAY 2002
                   ------------------------------------------




                               NESTLE UK LTD. (1)

                                       AND

                          NESTLE (IRELAND) LIMITED (2)

                                       AND

                    PREMIER AMBIENT PRODUCTS (UK) LIMITED (3)

                                       AND

                               PASTAM LIMITED (4)

                                       AND

                          PREMIER FINANCING LIMITED (5)





          -----------------------------------------------------------

                                   AGREEMENT
          FOR THE SALE AND PURCHASE OF THE AMBIENT FOOD BUSINESSES OF
                  NESTLE UK LTD. AND NESTLE (IRELAND) LIMITED
          -----------------------------------------------------------





                               CMS CAMERON MCKENNA
                                   MITRE HOUSE
                              160 ALDERSGATE STREET
                                 LONDON EC1A 4DD

                              T +44(0)20 7367 3000
                              F +44(0)20 7367 2000

<PAGE>

                                TABLE OF CONTENTS


1.       INTERPRETATION..................................................2
2.       SALE AND PURCHASE..............................................17
3.       CONSIDERATION..................................................17
4.       COMPLETION.....................................................18
5.       INTERIM PERIOD.................................................22
6.       CREDITORS AND RECEIVABLES......................................24
7.       SELLERS' POST COMPLETION OBLIGATIONS...........................25
8.       BUYERS' POST COMPLETION OBLIGATIONS............................26
9.       ASSUMED LIABILITIES AND EXCLUDED LIABILITIES...................27
10.      APPORTIONMENTS, PREPAYMENTS AND DISCOUNTS......................27
11.      COMPLETION STATEMENT...........................................30
12.      CONTRACTS AND THIRD PARTY CONSENTS.............................31
13.      EMPLOYEES......................................................32
14.      RISK AND INSURANCE.............................................34
15.      VALUE ADDED TAX................................................35
16.      WARRANTIES.....................................................37
17.      BUYER'S WARRANTIES.............................................38
18.      PROTECTION OF GOODWILL.........................................38
19.      ANNOUNCEMENTS..................................................39
20.      CONFIDENTIALITY................................................39
21.      ASSIGNMENT.....................................................40
22.      COSTS..........................................................40
23.      ENTIRE AGREEMENT...............................................40
24.      WAIVER, AMENDMENT..............................................41
25.      FURTHER ASSURANCE..............................................42
26.      NOTICES........................................................42
27.      COUNTERPARTS...................................................43
28.      GOVERNING LAW..................................................44
29.      INVALIDITY.....................................................44
30.      PENSIONS.......................................................44
31.      INDEPENDENT EXPERT.............................................44
32.      THIRD PARTY RIGHTS.............................................45
33.      RESTRICTED FINANCIAL TRANSFERS.................................45
34.      GUARANTEE......................................................45

<PAGE>
SCHEDULE 1  Excluded Assets.............................................


SCHEDULE 2  Allocation of Consideration.................................


SCHEDULE 3  Warranty Statements.........................................

1.       Capacity of the Sellers........................................
2.       The Assets.....................................................
3.       Contracts and commitments......................................
4.       Transactions with Connected Persons............................
5.       Financial Information..........................................
6.       Post-Balance Sheet Date events.................................
7.       Consents and Licences..........................................
8.       Litigation.....................................................
9.       Government enquiries...........................................
10.      Properties.....................................................
11.      Employment.....................................................
12.      Trading........................................................
13.      Pensions.......................................................
14.      Stamp duty.....................................................
15.      VAT Regulations................................................
16.      Capital Goods Scheme...........................................
17.      Option to Tax..................................................
18.      Special Arrangements...........................................
19.      Tax Charges and Powers of Sale.................................
20.      VAT............................................................
21.      Capital Allowances.............................................
22.      Grants.........................................................

SCHEDULE 4  UK Properties    Part 1.....................................

1.       Definitions....................................................
2.       General provisions.............................................
3.       Standard Conditions............................................
4.       Sale and purchase..............................................
5.       Completion.....................................................
6.       Title..........................................................
7.       Matters subject to which the UK Properties are sold............
8.       Condition of the UK Properties.................................
9.       The Transfer...................................................

SCHEDULE 5  Irish Property  Part 1......................................


Part 2  Sale of Irish Property..........................................


SCHEDULE 6  Pensions....................................................


Part 2  Irish Pensions..................................................


SCHEDULE 7  Limitations on Liability....................................

1.       General........................................................
2.       Minimum and maximum claims.....................................
3.       Time limits for bringing claims................................
4.       Conduct of litigation..........................................
5.       Recovery.......................................................
6.       Contingent Liabilities.........................................
7.       Acts of the Buyers.............................................
8.       Financial Accounts.............................................
9.       Retrospective legislation......................................
10.      Buyer's knowledge..............................................
11.      Disclosure.....................................................
12.      Reduction of Cash Consideration................................


<PAGE>
SCHEDULE 8  Third Party Insurance Policies..............................


SCHEDULE 9  Financial Information.......................................


SCHEDULE 10  Employees  Part 1 - Assumed UK Employees...................


Part 2 - Assumed Irish Employees........................................


Part 3 - Head Office Employees..........................................


SCHEDULE 11  Vehicles  Part 1 - UK Vehicles.............................


Part 2 - Irish Vehicles.................................................


SCHEDULE 12  Stock Valuation Policy.....................................


Extract from Nestle Accounting Standards................................


INVENTORIES.............................................................

Definitions.............................................................
Recognition.............................................................
Measurement.............................................................

SCHEDULE 13  IT  Part 1 - UK IT.........................................


Part 2 - Irish IT.......................................................


Appendix A  Data Room Documents Index...................................


Appendix B  Excluded Irish Assets.......................................


<PAGE>
THIS AGREEMENT is made on 3 May 2002

BETWEEN:

(1)          NESTLE UK LTD. (registered in England and Wales with number 51491)
             whose registered office is at St. George's House, Croydon, Surrey,
             CR9 1NR ("NESTLE UK");

(2)          NESTLE (IRELAND) LIMITED (registered in Ireland with number 1614)
             whose registered office is at Blessington Road, Tallaght, County
             Dublin ("NESTLE IRELAND");

(3)          PREMIER AMBIENT PRODUCTS (UK) LIMITED (registered in England and
             Wales with number 4427006) whose registered office is at 28 The
             Green, Kings Norton, Birmingham B38 8SD (the "UK BUYER");

(4)          PASTAM LIMITED (registered in Ireland with number 323282) whose
             registered office is at c/o Arthur Cox, Arthur Cox Building,
             Earlsfort Terrace, Dublin 2 (the "IRISH BUYER"); and

(5)          PREMIER FINANCING LIMITED (registered in England and Wales with
             number 03716362) whose registered office is at 28 The Green, Kings
             Norton, Birmingham, B38 8SD (the "GUARANTOR").

RECITALS

(A)          Nestle UK carries on the UK Business and is the beneficial owner,
             or is otherwise able to procure the transfer, of the UK Assets and
             the UK Properties.

(B)          Nestle Ireland carries on the Irish Business and is the beneficial
             owner, or is otherwise able to procure the transfer, of the Irish
             Assets and the Irish Property.

(C)          The Sellers have agreed to sell, and the Buyers have agreed to
             purchase, each Relevant Business as a going concern, comprising the
             Relevant Assets and the Relevant Property on the terms hereinafter
             set out.

(D)          The Guarantor has agreed to guarantee the obligations of the Buyers
             in favour of the Sellers on the terms hereinafter set out.

THE PARTIES AGREE AS FOLLOWS:

1.           INTERPRETATION

1.1          In this Agreement (including the recitals) the following words and
             expressions shall, unless the context otherwise requires, have the
             following meanings:

             "ACCOUNTS DATE" means 31st December 2001;

             "AFFILIATE" means, in relation to any body corporate (a) its
             ultimate parent undertaking and (b) any subsidiary or subsidiary
             undertaking of such body corporate or of its ultimate parent
             undertaking;


                                       2
<PAGE>
             "AGREED FORM" means, in relation to any document, in the form
             agreed between the Relevant Parties on or prior to the date hereof
             and, for the purposes of identification, signed on their behalf;

             "THIS AGREEMENT" means this agreement, including the recitals and
             the schedules;

             "APPORTIONMENT ACCOUNT" means the apportionment account referred to
             in schedule 5;

             "ASSETS" means the UK Assets and the Irish Assets (and "RELEVANT
             ASSETS" means the UK Assets or the Irish Assets, as the context may
             require);

             "ASSUMED EMPLOYEES" means the Assumed UK Employees and the Assumed
             Irish Employees (and "RELEVANT ASSUMED EMPLOYEES" means the Assumed
             UK Employees or the Assumed Irish Employees, as the context may
             require);

             "ASSUMED IRISH EMPLOYEES" means those persons identified in the
             list headed "Assumed Irish Employees" set out in part 2 of schedule
             10 who are employed by Nestle Ireland or any other member of the
             Sellers' Group on Irish Completion and are assigned to the Irish
             Business, subject to any changes (made in accordance with clause
             5.1.5) notified to the Irish Buyer by Nestle Ireland prior to Irish
             Completion;

             "ASSUMED IRISH LIABILITIES" means all present and future
             liabilities and obligations of Nestle Ireland in respect of the
             Irish Business as at Irish Completion other than the Excluded Irish
             Liabilities;

             "ASSUMED LIABILITIES" means (a) the Assumed UK Liabilities and (b)
             the Assumed Irish Liabilities;

             "ASSUMED UK EMPLOYEES" means those persons identified in the list
             headed "Assumed UK Employees" set out in part 1 of schedule 10 who
             are employed by Nestle UK or any other member of the Sellers' Group
             on UK Completion and are assigned to the UK Business, subject to
             any changes (made in accordance with clause 5.1.5) notified to the
             UK Buyer by Nestle UK prior to UK Completion;

             "ASSUMED UK LIABILITIES" means all present and future liabilities
             and obligations of Nestle UK in respect of the UK Business as at UK
             Completion other than the Excluded UK Liabilities;

             "BUSINESS" means the UK Business and the Irish Business (and
             "RELEVANT BUSINESS" means the UK Business or the Irish Business, as
             the context may require);

             "BUSINESS DAY" means a day (excluding Saturdays, Sundays and public
             holidays) on which banks are open for the transaction of normal
             banking business in London and Dublin;


                                       3
<PAGE>
             "BUYERS" means the UK Buyer and the Irish Buyer, and each of them
             and either of them as the context admits (and "RELEVANT BUYER"
             means the UK Buyer or the Irish Buyer, as the context may require);

             "BUYERS' GROUP" means the Buyers and any Affiliate of the Buyers
             for the time being, and all of them and any of them as the context
             admits;

             "CAA" means the Capital Allowances Act 2001;

             "CASH CONSIDERATION" means the aggregate of the UK Cash
             Consideration and the Irish Cash Consideration;

             "COMPANIES ACT" means the Companies Act 1985 (as amended by the
             Companies Act 1989);

             "COMPLETION" means, in relation to the sale and purchase of the UK
             Business, UK Completion and, in relation to the sale and purchase
             of the Irish Business, Irish Completion;

             "COMPLETION DATE" means the UK Completion Date or the Irish
             Completion Date (as the context may require);

             "COMPLETION STATEMENT" means the UK Completion Statement or the
             Irish Completion Statement (as the context may require);

             "CONNECTED PERSON" means any person connected (within the meaning
             of section 839 Taxes Act 1988) with the Sellers or any other member
             of the Sellers' Group, or with any of their respective directors;

             "CONTRACT" means a UK Contract or an Irish Contract (as the context
             may require);

             "CREDITORS" means the UK Creditors and the Irish Creditors;

             "CUSTOMS" means H. M. Customs & Excise;

             "DATA ROOM DOCUMENTS" means the data room documents referred to in
             the index set out in Appendix A and attached to the Disclosure
             Letter;

             "DISCLOSURE LETTER" means the letter of today's date together with
             the attachments thereto addressed by the Sellers to the Buyers
             disclosing exceptions to the Warranties;

             "DOMAIN NAMES" means the domain names www.crosseandblackwell.co.uk,
             www.galeshoney.co.uk, www.sarsons.co.uk, www.sunpat.co.uk,
             www.waistline.co.uk, www.wobbleweb.co.uk, www.wwwobble.co.uk,
             www.saveourtakeaways.com and www.saveourtakeaways.co.uk together
             with any other domain names used exclusively in the UK Business
             and/or the Irish Business, but not including
             www.crosseandblackwell.com;


                                       4
<PAGE>
             "DOMAIN NAME TRANSFERS" means transfers of the Domain Names in the
             form prescribed by Nominet UK, Verisign, Inc. or any other relevant
             domain name registration authority;

             "EASEMENT" means a Deed of Easement dated 5 February 1999 between
             (1) George Longden Limited and (2) Nestle UK relating to the UK
             Property at Hadfield;

             "EFFECTIVE TIME" means, in relation to the sale and purchase of the
             UK Business, midnight on the day immediately prior to the UK
             Completion Date, and in relation to the sale and purchase of the
             Irish Business, midnight on the day immediately prior to the Irish
             Completion Date;

             "ENCUMBRANCE" means any mortgage, charge, pledge, lien, security or
             other third party right or interest (legal or equitable) or
             restriction over or in respect of the use of the relevant asset,
             security or right;

             "ENDORSER BRANDS" means the "Nestle" and "Mackintosh" logos used by
             Nestle Ireland to endorse the "Double Centre", "Yorkshire Toffee",
             "Scots Clan" and "Or Toffee" brands in Ireland;

             "EURO" and "(EURO)" means the European single currency being the
             lawful currency of Ireland;

             "EXCLUDED IRISH ASSETS" means any assets or rights and the benefit
             of any claims consisting of or comprised in the following:

             (a)     the Irish Receivables;

             (b)     the Excluded Irish IT;

             (c)     the Irish Shared Contracts;

             (d)     cash in hand or at the bank relating to the Irish Business;

             (e)     the Irish Business Intellectual Property;

             (f)     amounts recoverable in respect of Irish corporation tax
                     which relate to the Irish Business and which are
                     attributable to the period ended, or transactions
                     occurring, on or before the Irish Completion Date;

             (g)     the benefit of any insurance policy of Nestle Ireland or
                     any other member of the Sellers' Group relating to the
                     Irish Business or any of the Irish Assets, Irish
                     Property or Assumed Irish Employees, save for any
                     Insurance Claim; and

             (h)     the list headed "Excluded Irish Assets" set out in part 2
                     of schedule 1;


                                       5
<PAGE>
             "EXCLUDED IRISH IT" means any Hardware or Software owned or used by
             Nestle Ireland or any other member of the Sellers' Group in
             relation to the Irish Business other than Irish IT;

             "EXCLUDED IRISH LIABILITIES" means the following liabilities of
             Nestle Ireland or any Affiliate arising from its/their conduct of
             the Irish Business or ownership of the Irish Assets and Irish
             Property:

             (a)          all liabilities of Nestle Ireland to Taxation;

             (b)          all amounts owed by Nestle Ireland to any third party
                          or any member of the Sellers' Group by way of
                          overdraft or other borrowings;

             (c)          the Irish Creditors;

             (d)          all liabilities of Nestle Ireland for breach of the
                          Irish Contracts, to the extent that such breach occurs
                          prior to the Irish Completion Date;

             (e)          all product liability and other claims relating to
                          products manufactured by Nestle Ireland prior to the
                          Irish Completion Date, provided that such claims do
                          not arise from the storage, handling or distribution
                          of such products by the Irish Buyer (or any Affiliate)
                          on or after the Irish Completion Date otherwise than
                          in accordance with the business practices of the Irish
                          Business adopted prior to Irish Completion;

             (f)          all liabilities which Nestle Ireland specifically
                          agrees to retain pursuant to this Agreement; and

             (g)          any liability arising out of a breach of law
                          applicable to the Irish Business by Nestle Ireland or
                          by any of the employees of the Irish Business in
                          circumstances where (and to the extent that) Nestle
                          Ireland is vicariously liable, in each case, prior to
                          Irish Completion;

             "EXCLUDED LIABILITIES" means the Excluded UK Liabilities and the
             Excluded Irish Liabilities;

             "EXCLUDED UK ASSETS" means any assets or rights and the benefit of
             any claims consisting of or comprised in the following:

             (a)          the UK Receivables;

             (b)          the Excluded UK IT;

             (c)          the UK Shared Contracts;

             (d)          cash in hand or at the bank relating to the UK
                          Business;

             (e)          the UK Business Intellectual Property;


                                       6
<PAGE>
             (f)          amounts recoverable in respect of UK corporation tax
                          which relate to the UK Business and which are
                          attributable to the period ended, or transactions
                          occurring, on or before the UK Completion Date;

             (g)          the benefit of any insurance policy of Nestle UK or
                          any other member of the Sellers' Group relating to the
                          UK Business or any of the UK Assets, UK Properties or
                          Assumed UK Employees, save for any Insurance Claim;
                          and

             (h)          the list headed "Excluded UK Assets" set out in part 1
                          of schedule 1;

             "EXCLUDED UK IT" means any Hardware or Software owned or used by
             Nestle UK or any other member of the Sellers' Group in relation to
             the UK Business other than UK IT;

             "EXCLUDED UK LIABILITIES" means the following liabilities of Nestle
             UK or any Affiliate arising from its/their conduct of the UK
             Business or ownership of the UK Assets and UK Properties:

             (a)          all liabilities of Nestle UK to Taxation;

             (b)          all amounts owed by Nestle UK to any third party or
                          any member of the Sellers' Group by way of overdraft
                          or other borrowings;

             (c)          the UK Creditors;

             (d)          all liabilities of Nestle UK for breach of the UK
                          Contracts, to the extent that such breach occurs prior
                          to the UK Completion Date;

             (e)          all product liability and other claims relating to
                          products manufactured by Nestle UK prior to the UK
                          Completion Date, provided that such claims do not
                          arise from the storage, handling or distribution of
                          such products by the UK Buyer (or any Affiliate) on or
                          after the UK Completion Date otherwise than in
                          accordance with the business practices of the UK
                          Business adopted prior to UK Completion;

             (f)          all liabilities which Nestle UK specifically agrees to
                          retain pursuant to this Agreement; and

             (g)          any liability arising out of a breach of law
                          applicable to the UK Business by Nestle UK or by any
                          of the employees of the UK Business in circumstances
                          where (and to the extent that) Nestle UK is
                          vicariously liable, in each case, prior to UK
                          Completion;

             "FINANCIAL INFORMATION" means the information set out in schedule
             9;

             "HARDWARE" means any and all computer, telecommunications and
             network equipment and any aspect or asset of a business which
             relies in any respect on computer hardware or other information
             technology (whether embedded or not);


                                       7
<PAGE>
             "HEAD OFFICE EMPLOYEES" means those of the Assumed UK Employees
             whose principal place of work is at St George's House, Croydon and
             who are identified in the list headed "Head Office Employees" set
             out in part 3 of schedule 10;

             "INDEPENDENT EXPERT" shall have the meaning given to it in clause
             31;

             "INSURANCE CLAIM" means the benefit of any claim which arises
             before Completion pursuant to any Third Party Insurance Policy in
             relation to any loss or damage to the Relevant Assets and Relevant
             Property;

             "INTELLECTUAL PROPERTY" means any and all patents, trade marks,
             service marks, get-up, trade and business names, domain names,
             logos, copyright (including copyright in computer software), rights
             in design, database rights and topography rights (whether
             registered or not and including any applications to register or
             rights to apply for registration of any of the foregoing including
             the right to rely on any convention priority period), rights in
             inventions, Know-How, and all other intellectual property rights or
             forms of protection of a similar or equivalent nature or effect
             anywhere in the world;

             "IRELAND" means Ireland, excluding Northern Ireland;

            "IRISH ASSETS" means the Irish Business Claims, Irish Goodwill,
            Irish Books and Records, Irish Contracts, Irish Fixed Plant, Irish
            Loose Plant, Irish Local Intellectual Property, Irish Local
            Know-How, Irish Vehicles, Irish IT and Irish Stock and all other
            property, rights and assets (other than the Excluded Irish Assets)
            owned by Nestle Ireland and used, enjoyed or exercised exclusively
            in the Irish Business on Irish Completion;

             "IRISH BOOKS AND RECORDS" means the lists of customers and
             suppliers of the Irish Business, and all other records exclusively
             relating to the Irish Business;

             "IRISH BUSINESS" means the business carried on by Nestle Ireland
             and Nestle Distribution (Ireland) Limited at or from the Irish
             Property comprising (a) the production, marketing and sale of the
             Irish Products; (b) the production of private label and other
             products manufactured at the Irish Property; and (c) the sales and
             marketing and other ancillary functions of Nestle Ireland carried
             on from the Irish Property relating to the Irish Products and the
             private label and other products manufactured at the Irish Property
             together with the Snack 5 Business;

             "IRISH BUSINESS CLAIMS" means the benefit of all rights,
             entitlements or claims to which Nestle Ireland is entitled (other
             than claims arising under any policy of insurance) arising directly
             out of or in connection with the operation by Nestle Ireland of the
             Irish Business prior to Irish Completion, but only to the extent
             that such rights, entitlements and claims are freely assignable by
             Nestle Ireland without the consent of a third party;

             "IRISH BUSINESS INTELLECTUAL PROPERTY" means all Intellectual
             Property owned or used by Nestle Ireland or any other member of the
             Sellers' Group other than the Irish Local Intellectual Property and
             the Irish Local Know-How;


                                       8
<PAGE>
             "IRISH CASH CONSIDERATION" means the sum of(pound)10,240,005
             (exclusive of VAT);

             "IRISH CHARGE" means the trust deed dated 4 February 1930,
             registered against Nestle Ireland and granted in favour of British
             Trust Association Limited;

             "IRISH COMPLETION" means completion of the sale and purchase of the
             Irish Business, Irish Assets and Irish Property in accordance with
             the terms set out in this Agreement;

             "IRISH COMPLETION DATE" means the date on which Irish Completion
             takes place (or is scheduled to take place) pursuant to clause 4.6,
             or such other date as the Relevant Parties shall agree;

             "IRISH COMPLETION STATEMENT" means the statement of apportionments
             required to be prepared in relation to the Irish Business pursuant
             to clause 11;

             "IRISH CONTRACTS" means all contracts, agreements and arrangements
             entered into by Nestle Ireland or any other member of the Sellers'
             Group which are wholly or partly unperformed at the Irish
             Completion Date and which relate exclusively to the Irish Business,
             but excluding:

             (a)          contracts of employment with the Assumed Irish
                          Employees; and

             (b)          any contracts which are Excluded Irish Assets;

             "IRISH CREDITORS" means the aggregate amount of all book, trade and
             other debts (including, without limitation, financial debt) and
             sums due (including credit notes granted and sums payable in
             respect of any breach by Nestle Ireland of any Material Contract
             prior to Irish Completion), owing, accrued or payable by Nestle
             Ireland in respect of the Irish Business (whether or not invoiced
             and whether or not then due and payable) which relate to, or have
             been incurred in, the period up to Irish Completion (including,
             without limitation, in respect of goods and services provided to
             the Irish Business up to Irish Completion);

             "IRISH FIXED PLANT" means the fixed plant, machinery and equipment
             used or intended for use exclusively in the Irish Business attached
             or fixed to the Irish Property;

             "IRISH GOODWILL" means the exclusive right for the Irish Buyer to
             represent itself as carrying on the Irish Business in succession to
             Nestle Ireland;

             "IRISH IT" means the Hardware listed in part 2 of schedule 13;

             "IRISH LOCAL INTELLECTUAL PROPERTY" means that Intellectual
             Property owned by Nestle Ireland and used exclusively in the Irish
             Business;

             "IRISH LOCAL INTELLECTUAL PROPERTY ASSIGNMENT" means the deed under
             which the Irish Local Intellectual Property is to be assigned by
             Nestle Ireland to the Irish Buyer;


                                       9
<PAGE>
             "IRISH LOCAL KNOW-HOW" means any Know-How used exclusively in the
             Irish Business including shop practices, instructions and training
             manuals, market forecasts, quotations and marketing methods and
             procedures;

             "IRISH LOOSE PLANT" means the movable plant, machinery, equipment,
             spare parts, tooling and furniture located at the Irish Property or
             elsewhere and used or intended for use exclusively in the Irish
             Business including assets which are capable of being moved if
             unbolted from the Irish Property, but not including any such assets
             which are Excluded Irish Assets;

             "IRISH PRODUCTS" means the table sauce, dressings, pickle and
             vinegar products marketed and sold under the "Chef" brand, the
             preserves products marketed and sold under the "Fruitfield" brand,
             the confectionery, preserves and table sauce products marketed and
             sold under the "Old Time Irish" brand and the confectionery
             products marketed and sold under the "Silvermints", "Double
             Centre", "Scots Clan", "Yorkshire Toffee" and "Or Toffee" brands;

             "IRISH PROPERTY" means the freehold property situated at Tallaght,
             County Dublin, further details of which are set out in part 1 of
             schedule 5;

             "IRISH RECEIVABLES" means the aggregate amount of all book, trade
             and other debts or sums due (including suppliers' credit notes),
             owing, accrued or payable to Nestle Ireland in respect of the Irish
             Business (whether or not then invoiced and whether or not then due
             and payable) which relate to the period up to Irish Completion
             (including, without limitation, in respect of goods and services
             supplied by the Irish Business up to Irish Completion);

             "IRISH REGULATIONS" means the European Communities (Safeguarding of
             Employees' Rights on Transfers of Undertakings) Regulations 1980
             and 2000;

             "IRISH SCHEME" means the Nestle (Ireland) Pension Fund;

             "IRISH SHARED CONTRACTS" means those contracts, agreements and
             arrangements entered into by Nestle Ireland or any other member of
             the Sellers' Group which are wholly or partly unperformed at the
             Irish Completion Date and which relate in part to the Irish
             Business and in part to other businesses of the Sellers' Group
             (other than solely the UK Business);

             "IRISH STOCK" means the stock in trade, raw materials, fuels,
             packaging materials, engineering spares and work in progress, in
             each case, located at suppliers of the Irish Business in Ireland or
             at the Irish Property or in transit and finished goods acquired or
             produced in the course of and which relate exclusively to the Irish
             Business as at Irish Completion, including the Snack 5 Stock;

             "IRISH VEHICLES" means the motor vehicles listed in part 2 of
             schedule 11; and

             "KNOW-HOW" means trade secrets and confidential business
             information (including, without limitation, details of supply
             arrangements), customer lists and pricing policy, sales targets,
             sales statistics, market share statistics, marketing surveys and


                                       10
<PAGE>
             reports, marketing research, advertising literature, unpatented
             technical and other information (including inventions, discoveries,
             production methods and techniques, recipes, processes and
             procedures, ideas, concepts, formulae, specifications, procedures
             for experiments and tests and results of experimentation in testing
             and information comprised in computer software) together with all
             common law and statutory rights protecting any such thing,
             including any action for breach of confidence and any similar or
             analogous rights to any of the above, whether arising or granted
             under the laws of England or Ireland or any other jurisdiction;

             "LONDON STOCK EXCHANGE" means London Stock Exchange plc;

             "MERGERS ACT" means the Irish Mergers, Take-overs and Monopolies
             (Control) Act 1978 (as amended);

             "PARTIES" means the parties to this Agreement (and "RELEVANT
             PARTIES" means the Relevant Buyer and the Relevant Seller, as the
             context may require);

             "PRODUCTS" means the UK Products and the Irish Products;

             "PROPERTIES" means the UK Properties and the Irish Property, and
             all of them and any of them as the context admits or any part or
             parts thereof (and "RELEVANT PROPERTY" means the UK Properties or
             the Irish Property as the context may require);

             "RECEIVABLES" means the UK Receivables and the Irish Receivables;

             "REGULATIONS" means the UK Regulations or the Irish Regulations (as
             the context may require);

             "RELEVANT EXCLUDED ASSETS" means the Excluded UK Assets or the
             Excluded Irish Assets (as the context may require);

             "ROWNTREE'S EQUIPMENT" means the plant and machinery located at
             Nestle's production facility in Aylesbury and currently used
             exclusively in the manufacture of Rowntree's dehydrated desserts;

             "REGULATORY REQUIREMENTS" means any applicable requirement of law
             or of any person who has regulatory authority in relation to the
             relevant matter or person;

             "SELLERS" means Nestle UK and Nestle Ireland, and each of them and
             either of them as the context admits (and "RELEVANT SELLER" means
             Nestle UK or Nestle Ireland, as the context may require);

             "SELLERS' CODES" means the Global Trade Item Number and SSCC number
             relating to each Product;

             "SELLERS' GROUP" means the Sellers and any Affiliate of the Sellers
             for the time being, and all of them and any of them as the context
             admits;


                                       11
<PAGE>
             "SELLERS' IRISH SOLICITORS" means A & L Goodbody;

             "SELLERS' PENSION SCHEMES" means the UK Scheme and the Irish Scheme
             (and each of them and either of them as the context may require)
             (and "RELEVANT SELLER'S PENSION SCHEME" shall be construed
             accordingly);

             "SELLERS' UK SOLICITORS" means CMS Cameron McKenna;

             "SENIOR EMPLOYEES" means any of the Assumed UK Employees who are
             entitled to salary in excess of (pound)50,000 per annum and any of
             the Assumed Irish Employees who are entitled to salary in excess of
             (euro)80,000 per annum;

             "SNACK 5 BUSINESS" means the business carried on by Nestle Ireland
             comprising the import, marketing and sale of the Snack 5 Products;

             "SNACK 5 PRODUCTS" means the dehydrated instant snack products
             marketed and sold under the "Snack 5" brand;

             "SNACK 5 STOCK" means the finished goods that relate exclusively to
             the Snack 5 Business (wherever located) as at Irish Completion;

             "SNACK STOP BUSINESS" means the business carried on by Nestle UK
             comprising the production, marketing and sale of the Snack Stop
             Products;

             "SNACK STOP EQUIPMENT" means the plant and machinery located at
             Nestle's production facility in Aylesbury and currently used
             exclusively in the manufacture of the Snack Stop Products;

             "SNACK STOP PRODUCTS" means the dehydrated instant snack products
             marketed and sold under the "Snack Stop" brand;

             "SNACK STOP STOCK" means the stock in trade, raw materials,
             packaging materials, engineering spares (intended for use in
             connection with the Snack Stop Equipment) and work in progress, in
             each case, located at suppliers of the Snack Stop Business or
             located at or formerly located at Nestle's production facility in
             Aylesbury and finished goods acquired or produced in the course of
             and which relate exclusively to the Snack Stop Business as at UK
             Completion;

             "SOFTWARE" means any and all computer programs in both source and
             object code form, including all modules, routines and sub-routines
             such programs and all source and other preparatory materials
             relating to them, including user requirements, functional
             specifications and programming specifications, ideas, principles,
             programming languages, algorithms, flow charts, logic, logic
             diagrams, orthographic representations, file structures, coding
             sheets, coding and any manuals or other documentation relating to
             them and computer generated works;

             "STOCK" means the UK Stock and the Irish Stock (and "RELEVANT
             STOCK" means the UK Stock or the Irish Stock, as the context may
             require);


                                       12
<PAGE>
             "STOCK VALUATION POLICY" means the policies for valuing Stock as
             set out in schedule 12;

             "TAXATION" or "TAX" means:

             (a)          all forms of taxation and statutory, governmental,
                          state, federal, provincial, local government or
                          municipal charges, duties, imposts, contributions,
                          levies, withholdings or liabilities wherever
                          chargeable and whether of the UK or Ireland or any
                          other jurisdiction; and

             (b)          any penalty, fine, surcharge, interest, charges or
                          costs payable in connection with any taxation within
                          (a) above;

             "TAXATION AUTHORITY" means the Inland Revenue, Customs, the
             Department of Social Security, the Irish Revenue Commissioners and
             any other governmental, local, federal, state or other authority
             whatsoever competent to impose any Taxation, whether in the United
             Kingdom or Ireland or elsewhere;

             "TCGA" means the Taxation of Chargeable Gains Act 1992;

             "TERRITORY" means, in relation to the UK Business, the United
             Kingdom, and in relation to the Irish Business, Ireland;

             "THIRD PARTY INSURANCE POLICIES" means the insurance policies
             described in Schedule 8;

             "UK ASSETS" means the UK Business Claims, UK Goodwill, UK Books and
             Records, UK Contracts, UK Fixed Plant, UK Loose Plant, UK Local
             Intellectual Property, UK Local Know-How, UK Vehicles, UK IT, UK
             Stock, Rowntrees Equipment, Snack Stop Equipment and Snack Stop
             Stock and all other property, rights and assets (other than the
             Excluded UK Assets) owned by Nestle UK and used, enjoyed or
             exercised exclusively in the UK Business on UK Completion;

             "UK BOOKS AND RECORDS" means the lists of customers and suppliers
             of the UK Business, and all other records exclusively relating to
             the UK Business;

             "UK BUSINESS" means the business carried on by Nestle UK comprising
             (a) the production of those of the UK Products manufactured at the
             UK Properties; (b) the right for the Relevant Buyer to produce
             those of the UK Products as are manufactured at location(s) other
             than the UK Properties; (c) the production of private label,
             industrial ingredients and other products manufactured at the UK
             Properties; and (d) the sales and marketing and other ancillary
             functions of Nestle UK carried on from Nestle UK's offices in
             Croydon relating to the UK Products and the private label,
             industrial ingredients and other products manufactured at the UK
             Properties together with the Snack Stop Business;

             "UK BUSINESS CLAIMS" means the benefit of all rights, entitlements
             or claims to which Nestle UK is entitled (other than claims arising
             under any policy of insurance) arising directly out of or in
             connection with the operation by Nestle UK of the UK Business prior


                                       13
<PAGE>
             to UK Completion, but only to the extent that such rights,
             entitlements and claims are freely assignable by Nestle UK without
             the consent of a third party;

             "UK BUSINESS INTELLECTUAL PROPERTY" means all Intellectual Property
             owned or used by Nestle UK or any other member of the Sellers'
             Group other than the UK Local Intellectual Property and the UK
             Local Know-How;

             "UK CASH CONSIDERATION" means the sum of(pound)102,000,000
             (exclusive of VAT);

             "UK COMPLETION" means completion of the sale and purchase of the UK
             Business, UK Assets and UK Properties in accordance with the terms
             set out in this Agreement;

             "UK COMPLETION DATE" means the date on which UK Completion takes
             place (or is scheduled to take place) pursuant to clause 4.1, or
             such other date as the Relevant Parties shall agree;

             "UK COMPLETION STATEMENT" means the statement of apportionments
             required to be prepared in relation to the UK Business pursuant to
             clause 11;

             "UK CONTRACTS" means all contracts, agreements and arrangements
             entered into by Nestle UK or any other member of the Sellers' Group
             which are wholly or partly unperformed at the UK Completion Date
             and which relate exclusively to the UK Business, but excluding:

             (a)          contracts of employment with the Assumed UK Employees;
                          and

             (b)          any contracts which are Excluded UK Assets;

             "UK CREDITORS" means the aggregate amount of all book, trade and
             other debts (including, without limitation, financial debt) and
             sums due (including credit notes granted and sums payable in
             respect of any breach by Nestle UK of any Material Contract prior
             to UK Completion), owing, accrued or payable by Nestle UK in
             respect of the UK Business (whether or not invoiced and whether or
             not then due and payable) which relate to, or have been incurred
             in, the period up to UK Completion (including, without limitation,
             in respect of goods and services provided to the UK Business up to
             UK Completion);

             "UK FIXED PLANT" means the fixed plant, machinery and equipment
             used or intended for use exclusively in the UK Business attached or
             fixed to the UK Properties;

             "UK GOODWILL" means the exclusive right for the Buyer to represent
             itself as carrying on the UK Business in succession to Nestle UK;

             "UK IT" means the Hardware listed in part 1 of schedule 13;


                                       14
<PAGE>
             "UK LISTING AUTHORITY" means the Financial Services Authority in
             its capacity as the competent authority for the purposes of Part VI
             of the Financial Services and Markets Act 2000;

             "UK LOCAL INTELLECTUAL PROPERTY" means that Intellectual Property
             owned by Nestle UK and used exclusively in the UK Business;

             "UK LOCAL INTELLECTUAL PROPERTY ASSIGNMENT" means the deed under
             which the UK Local Intellectual Property is to be assigned by
             Nestle UK to the UK Buyer;

             "UK LOCAL KNOW-HOW" means any Know-How used exclusively in the UK
             Business including shop practices, instructions and training
             manuals, market forecasts, quotations and marketing methods and
             procedures;

             "UK LOOSE PLANT" means the movable plant, machinery, equipment,
             spare parts, tooling and furniture located at the UK Properties and
             used or intended for use exclusively in the UK Business including
             any assets which are capable of being moved if unbolted from the UK
             Properties, but not including any such assets which are Excluded UK
             Assets;

             "UK PRODUCTS" means the pickle products marketed and sold under the
             "Crosse & Blackwell" (including sub brands such as Branston,
             Sarson's and Waistline) and "Pan Yan" brands, the table sauce,
             vinegar and dressings products marketed and sold under the "Crosse
             & Blackwell" and "Dufrais" brands, the spreads products marketed
             and sold under the "Gale's" and "Sun-Pat" brands, the ambient
             dessert products marketed and sold under the "Rowntree's" brand and
             the dehydrated food products marketed and sold under the "Crosse &
             Blackwell" and "Creamola" brands, but not including the Snack Stop
             Products;

             "UK PROPERTIES" means the freehold properties located at Hadfield,
             Derbyshire and Middleton, Greater Manchester, further details of
             which are set out in part 1 of schedule 4;

             "UK RECEIVABLES" means the aggregate amount of all book, trade and
             other debts or sums due (including suppliers' credit notes), owing,
             accrued or payable to Nestle UK in respect of the UK Business
             (whether or not then invoiced and whether or not then due and
             payable) which relate to the period up to UK Completion (including,
             without limitation, in respect of goods and services supplied by
             the UK Business up to UK Completion);

             "UK REGULATIONS" means the Transfer of Undertakings (Protection of
             Employment) Regulations 1981;

             "UK SCHEME"  means the Nestle UK Pension Fund;

             "UK SHARED CONTRACTS" means those contracts, agreements and
             arrangements entered into by Nestle UK or any other member of the
             Sellers' Group which are wholly or partly unperformed at the UK
             Completion Date and which relate in part to the UK Business and in


                                       15
<PAGE>
             part to other businesses of the Sellers' Group (other than solely
             the Irish Business);

             "UK STOCK" means the stock in trade, raw materials, fuels,
             packaging materials, engineering spares and work in progress, in
             each case, located at suppliers of the UK Business or at the UK
             Properties or in transit and finished goods acquired or produced in
             the course of and which relate exclusively to the UK Business as at
             UK Completion, but not including any raw honey produced in China
             and any finished honey products which contain raw honey produced in
             China;

             "UK VEHICLES" means the motor vehicles listed in part 1 of schedule
             11; and

             "VAT" means value added tax (in the UK and/or Ireland) or any
             similar tax which may be substituted for it or levied in addition
             to it;

             "VATA" means the Value Added Tax Act 1994;

             "VAT ELEMENT" means the amount of consideration for any supply of
             goods or services which is attributable to VAT chargeable on that
             supply;

             "WARRANTIES" means the warranty given pursuant to clause 16.1 and
             each of the warranty statements set out in schedule 3, and each
             warranty statement shall be a "WARRANTY" (and "WARRANTY STATEMENT"
             shall be construed accordingly).

1.2          In this Agreement:

             1.2.1        the table of contents and headings are for convenience
                          only and shall not form part of the operative
                          provisions, or affect the construction of this
                          Agreement;

             1.2.2        references to the Parties include their respective
                          permitted assignees and, in the case of individuals
                          their respective successors in title, personal
                          representatives, heirs and estates and references to
                          the masculine gender shall include the feminine and
                          vice versa;

             1.2.3        references to any statute, statutory provision,
                          directive of the Council of the European Union
                          (whether issued jointly with any other person or under
                          any other name) or other legislation include a
                          reference to that statute, statutory provision,
                          directive or legislation as amended, extended,
                          consolidated or replaced from time to time (whether
                          before or after the date of this Agreement) and
                          include any order, regulation, instrument or other
                          subordinate legislation made under the relevant
                          statute, statutory provision, directive or
                          legislation;

             1.2.4        references to persons shall include bodies corporate
                          and unincorporated, associations, partnerships and
                          individuals;

             1.2.5        references to recitals, clauses or schedules are to
                          recitals to, clauses of and schedules to this
                          Agreement;


                                       16
<PAGE>
             1.2.6        the recitals, the schedules and the documents in the
                          Agreed Form part of the operative provisions of this
                          Agreement and references to this Agreement shall,
                          unless otherwise expressly stated, include references
                          to the recitals, the schedules and the documents in
                          the Agreed Form; and

             1.2.7        the expressions "HOLDING COMPANY", "SUBSIDIARY" and
                          "SUBSIDIARY UNDERTAKING" bear the same meanings as
                          they respectively bear in the Companies Act.

2.           SALE AND PURCHASE

             UK BUSINESS

2.1          Nestle UK, as beneficial owner, shall sell (or procure to be sold)
             to the UK Buyer with full title guarantee and the UK Buyer shall
             purchase the UK Assets and the UK Business with effect from UK
             Completion free from any Encumbrances.

2.2          Clause 2.1 shall (subject to the provisions contained in clause 12)
             operate as an assignment of the benefit (subject to the burden) of
             each of the UK Contracts with effect from UK Completion.

2.3          The Excluded UK Assets and the Excluded UK Liabilities are not
             included in the sale and purchase pursuant to clause 2.1.

2.4          Nestle UK shall sell to the UK Buyer the UK Properties subject to
             the conditions set out in schedule 4.

             IRISH BUSINESS

2.5          Nestle Ireland, as beneficial owner, shall sell (or procure to be
             sold) to the Irish Buyer and the Irish Buyer shall purchase the
             Irish Assets (other than the Irish Fixed Plant which shall be sold
             in accordance with clause 2.8) and the Irish Business with effect
             from Irish Completion free from any Encumbrances.

2.6          Clause 2.5 shall (subject to the provisions contained in clause 12)
             operate as an assignment of the benefit (subject to the burden) of
             each of the Irish Contracts with effect from Irish Completion.

2.7          The Excluded Irish Assets and the Excluded Irish Liabilities are
             not included in the sale and purchase pursuant to clause 2.5.

2.8          Nestle Ireland shall sell to the Irish Buyer the Irish Property and
             the Irish Fixed Plant subject to the conditions set out in schedule
             5.

3.           CONSIDERATION

3.1          The aggregate consideration for the sale of the UK Assets and UK
             Properties shall be:


                                       17
<PAGE>
             3.1.1        the payment by the UK Buyer to Nestle UK of the UK
                          Cash Consideration, such sum to be paid in cash on UK
                          Completion in accordance with clause 4.2.4;

             3.1.2        the assumption by the UK Buyer of the Assumed UK
                          Liabilities; and

             3.1.3        the payment by the UK Buyer to Nestle UK of the sum of
                          (pound)13,000,000 (which shall be retained by Nestle
                          UK in the event that the sale of the Irish Business
                          under this Agreement is not completed (in which case
                          it shall be treated as additional consideration for
                          the UK Goodwill);

3.2          The aggregate consideration for sale of the Irish Assets and Irish
             Property shall be:

             3.2.1        the payment by the Irish Buyer to Nestle Ireland of
                          the Irish Cash Consideration, such sum to be paid in
                          cash on Irish Completion in accordance with clause
                          4.6.5; and

             3.2.2        the assumption by the Irish Buyer of the Assumed Irish
                          Liabilities.

3.3          The amounts payable for each of the Assets and Properties shall be
             the amount apportioned thereto as set out in schedule 2, and such
             amounts shall be adopted by the Relevant Seller and the Relevant
             Buyer for all purposes including Tax and stamp duty.

3.4          Any amount payable by the Relevant Seller to the Relevant Buyer or
             by the Relevant Buyer to the Relevant Seller (as the case may be)
             pursuant to clause 10.8, 10.9 or 11.9 shall, so far as possible and
             reasonable, adjust the sum attributed to the particular Relevant
             Asset in respect of which such payment is required to be made or,
             if no such adjustment is possible or reasonable, shall adjust the
             sum attributed to UK Goodwill or, in the case of an adjustment paid
             to or by the Irish Seller, the sum attributed to such other
             Relevant Assets as shall be reasonable (as the context may require)
             accordingly.

4.           COMPLETION

4.1          UK Completion shall take place at the offices of the Sellers' UK
             Solicitors at 10am on 27 May 2002.

4.2          On UK Completion:

             4.2.1        Nestle UK shall deliver (or otherwise make available)
                          to the Buyer at the UK Properties, all certificates,
                          records and other papers in its possession or control
                          relating to the UK Local Intellectual Property and UK
                          Local Know-How (if any), those of the UK Books and
                          Records located at the UK Properties, the UK Loose
                          Plant and all other UK Assets which are capable of
                          transfer by delivery with the intent that title in
                          such UK Assets shall pass by and upon such delivery,


                                       18
<PAGE>
                          and shall permit the UK Buyer to enter into and take
                          possession of such UK Assets;

             4.2.2        Nestle UK will deliver to the UK Buyer the title deeds
                          and documents relating to the UK Properties;

             4.2.3        Nestle UK will execute (or, where relevant, procure
                          the execution of) and deliver to the UK Buyer, and the
                          UK Buyer will execute (or, where relevant, procure the
                          execution of) and deliver to Nestle UK:

                          (a)          the UK Local Intellectual Property
                                       Assignment;

                          (b)          the Domain Name Transfers; and

                          (c)          transfers of the UK Properties in the
                                       Agreed Form;

             4.2.4        the UK Buyer shall pay:

                          (a)          the UK Cash Consideration; and

                          (b)          the sum of(pound)13,000,000 (which shall
                                       be repaid only on Irish Completion);

                          by the electronic transfer of funds to the bank
                          account of the Sellers' UK Solicitors at Lloyds TSB
                          Bank plc, 39 Threadneedle Street, London EC2R 8AU,
                          account number 0230949, sort code 30-00-09 and the
                          receipt of the Sellers' UK Solicitors therefor shall
                          be a good discharge to the UK Buyer.

4.3          If the Buyer or Nestle UK (the "DEFAULTING PARTY") fails in any
             material respect to comply with its completion obligations set out
             in clause 4.2 on the date specified for UK Completion in clause
             4.1, the other Party (the "NON-DEFAULTING Party") will not be
             obliged to complete the sale and purchase of the UK Business, UK
             Assets and UK Properties in accordance with this Agreement and may
             immediately by written notice:

             4.3.1        defer the date set for UK Completion to a date not
                          more than 28 days after the date set out in clause
                          4.1;

             4.3.2        without prejudice to its rights under this Agreement,
                          proceed so far as practicable with the transactions
                          contemplated by this Agreement in relation to the sale
                          and purchase of the UK Business, UK Assets and UK
                          Properties;

             4.3.3        terminate those provisions of this Agreement that
                          relate solely to the sale and purchase of the UK
                          Business, UK Assets and UK Properties, but without
                          prejudice to any rights of the Non-Defaulting Party
                          against the Defaulting Party in respect of any
                          antecedent breach of this Agreement; or


                                       19
<PAGE>
             4.3.4        waive all or any of the Defaulting Party's completion
                          obligations at its discretion.

4.4          Irish Completion shall be conditional upon (i) the Charge having
             been formally released (ii) the UK Buyer not having exercised any
             right to terminate (to the extent the same exists) pursuant to
             clause 4.3.3 and (iii) the Minister for Enterprise, Trade and
             Employment having stated in writing to the Irish Buyer and Nestle
             Ireland that she does not intend to make an order under section 9
             of the Mergers Act in relation to the proposed acquisition of the
             Irish Assets and the continuation of the Irish Business by the
             Irish Buyer; or, in the event of the said Minister making an order
             subject to conditions, the Relevant Parties accepting such
             conditions and for this purpose the Relevant Parties undertake to
             co-operate with each other in good faith and accept any and all
             reasonable conditions and the Irish Buyer further undertakes to
             accept and give such undertakings relating to its business, the
             Irish Business and any operations in Ireland as the said Minister
             shall require of it; or, in the event of no such order being made
             and the said Minister not stating in writing that she does not
             intend to make such an order, the "relevant period" within the
             meaning of section 6 of the Mergers Act, having elapsed PROVIDED
             THAT if the condition set out in (i) above has not been fulfilled
             in circumstances where the conditions set out in (ii) and (iii)
             above have been fulfilled, the Irish Buyer may elect (within 5
             Business Days thereafter) either:

             4.4.1        to waive the condition set out in (i) above and
                          proceed to Irish Completion, in which event Nestle UK
                          shall indemnify and keep indemnified and hold harmless
                          the Buyers' Group against any costs, claims, damages,
                          expenses and other losses that they may incur as a
                          result of the failure to procure the formal release of
                          the Charge by Nestle Ireland prior to Irish
                          Completion; or

             4.4.2        not to complete the purchase of the Irish Business,
                          Irish Assets and Irish Property, in which event the UK
                          Buyer shall, for the avoidance of doubt, be entitled
                          to retain the payment of (pound)13,000,000 made
                          pursuant to clause 4.2.4.

4.5          The Relevant Parties shall each use their reasonable endeavours
             (and shall co-operate with each other) so as to procure that the
             conditions specified in clause 4.4 are satisfied on or before the
             date falling six months after the date of this Agreement or the
             relevant date specified by the Minister (whichever is the later).
             If such conditions are not so satisfied, those provisions of this
             Agreement that relate solely to the sale and purchase of the Irish
             Business shall terminate and have no further effect and the Irish
             Buyer and Nestle Ireland shall be released and discharged from
             their respective obligations under those provisions of this
             Agreement but without prejudice to any rights of the Irish Buyer or
             Nestle Ireland against the other in respect of any antecedent
             breach of this Agreement.

4.6          Irish Completion shall take place at the offices of the Sellers'
             Irish Solicitors on the fifth Business Day following satisfaction
             of the conditions set out in clause 4.4 at which time:


                                       20
<PAGE>
             4.6.1        Nestle Ireland shall deliver (or otherwise make
                          available) to the Irish Buyer at the Irish Property,
                          all certificates, records and other papers in its
                          possession or control relating to the Irish Local
                          Intellectual Property and the Irish Know-How (if any),
                          the Irish Books and Records, the Irish Loose Plant and
                          all other Irish Assets which are capable of transfer
                          by delivery with the intent that title in such Irish
                          Assets shall pass by and upon such delivery, and shall
                          permit the Irish Buyer to enter into and take
                          possession of such Irish Assets and prior to Irish
                          Completion, Nestle Ireland shall ensure that all bolts
                          and fastenings attaching plant, machinery or fittings
                          to land or buildings (insofar as included in the sale
                          hereunder) shall be undone so that the same shall be
                          severed at Irish Completion and the title thereto
                          shall pass by delivery;

             4.6.2        Nestle Ireland will execute (or, where relevant,
                          procure the execution of) and deliver to the Irish
                          Buyer, and the Irish Buyer will execute (or, where
                          relevant, procure the execution of) and deliver to
                          Nestle Ireland:

                          (a)          the Irish Local Intellectual Property
                                       Assignment; and

                          (b)          a transfer of the Irish Property (in the
                                       Agreed Form);

             4.6.3        Nestle Ireland will produce to the Irish Buyer a
                          capital gains tax certificate issued under section
                          980(8) Taxes Consolidation Act 1997 confirming that
                          Tax should not be deducted from that part of the Irish
                          Cash Consideration that is attributable to the Irish
                          Property and Irish Goodwill;

             4.6.4        Nestle Ireland shall deliver to the Irish Buyer:

                          (a)          the documents listed in Special Condition
                                       15 in part 2 of schedule 5; and

                          (b)          the deeds and documents relating to the
                                       Irish Property;

             4.6.5        subject to Nestle UK having repaid the sum referred to
                          in clause 4.2.4, the Irish Buyer shall pay the Irish
                          Cash Consideration to Nestle Ireland by the electronic
                          transfer of funds to the bank account of the Sellers'
                          Irish Solicitors at Bank of Ireland (International
                          Banking), Head Office, Lower Baggot Street, Dublin 2,
                          account number 30892089, swift code BOFI 1E2D and the
                          receipt of the Sellers' Irish Solicitors therefor
                          shall be a good discharge to the Irish Buyer.

4.7          If, following satisfaction of the conditions set out in clause 4.4,
             the Irish Buyer or Nestle Ireland (the "DEFAULTING PARTY") fails in
             any material respect to comply with its completion obligations set
             out in clause 4.6 on the date specified for Irish Completion in
             clause 4.6, the other Party (the "NON-DEFAULTING PARTY") will not
             be obliged to complete the sale and purchase of the Irish Business,
             Irish Assets and Irish Property in accordance with this Agreement
             and may immediately by written notice:


                                       21
<PAGE>
             4.7.1        defer the date set for Irish Completion to a date not
                          more than 28 days after the date set out in clause
                          4.6;

             4.7.2        without prejudice to its rights under this Agreement,
                          proceed so far as practicable with the transactions
                          contemplated by this Agreement in relation to the sale
                          and purchase of the Irish Business, Irish Assets and
                          Irish Property;

             4.7.3        terminate those provisions of this Agreement that
                          relate solely to the sale and purchase of the Irish
                          Business, Irish Assets and Irish Property, but without
                          prejudice to any rights of the Non-Defaulting Party
                          against the Defaulting Party in respect of any
                          antecedent breach of this Agreement; or

             4.7.4        waive all or any of the Defaulting Party's completion
                          obligations at its discretion.

4.8          The UK Buyer's obligation to pay the Irish Cash Consideration
             pursuant to clause 4.6.5 may be set off against Nestle UK's
             obligation to repay the sum referred to in clause 4.2.4.

5.           INTERIM PERIOD

5.1          Pending Completion, the Relevant Seller undertakes to the Relevant
             Buyer that (unless otherwise agreed in writing by the Relevant
             Buyer) it shall:

             5.1.1        carry on the Relevant Business in the ordinary course
                          of trading in the manner in which the same has been
                          carried on prior to the date of this Agreement in
                          accordance with all applicable legal and
                          administrative requirements of a material nature;

             5.1.2        not make any material change in the nature of the
                          Relevant Business;

             5.1.3        not enter into any contract of a long-term or unusual
                          nature exceeding (pound)200,000 or (euro)100,000 in
                          value (as appropriate);

             5.1.4        not enter into or vary in any material respect any
                          transaction in respect of the Relevant Business
                          otherwise than in the ordinary course of trading and
                          on arms' length terms;

             5.1.5        save as disclosed by the Data Room Documents, not
                          (other than in consultation with the Relevant Buyer)
                          employ or dismiss any persons whose remuneration
                          exceeds (pound)150,000 (in aggregate) in the UK or
                          (euro)150,000 (in aggregate) in Ireland other than (in
                          relation to dismissal) any person whom the Relevant
                          Seller is entitled to dismiss summarily;

             5.1.6        not dispose of or agree to dispose of any material
                          Relevant Asset or material Relevant Stock other than
                          in the ordinary course of business;


                                       22
<PAGE>
             5.1.7        not create, extend, grant, issue or redeem or agree to
                          create, grant or issue any Encumbrance over the
                          Relevant Business or the Relevant Assets (other than
                          liens arising in the ordinary course of business);

             5.1.8        not agree to make capital expenditure or commitments
                          requiring capital expenditure in excess of
                          (pound)50,000 in the UK or (euro)25,000 in Ireland in
                          respect of any individual contract, or (pound)200,000
                          in the UK or (euro)100,000 in Ireland in aggregate;

             5.1.9        save in the ordinary course of business, not agree to
                          give an indemnity, guarantee or other agreement to
                          secure a third party's obligation;

             5.1.10       not pay or delay payment to its creditors other than
                          in the ordinary course of business, nor change its
                          policies in relation to the payment of creditors;

             5.1.11       not commence, compromise, settle or waive any material
                          right in relation to ongoing litigation or arbitration
                          proceedings;

             5.1.12       not do anything likely to affect the Relevant Seller's
                          rights in respect of the UK Local Intellectual
                          Property or Irish Local Intellectual Property (as the
                          case may be);

             5.1.13       not alter or agree to alter any terms of employment or
                          benefits affecting all of its employees or alter any
                          material working practices of the Relevant Business or
                          collective agreement relating to such material working
                          practices; and

             5.1.14       not amend or discontinue (wholly or partly) the
                          Relevant Seller's Pension Scheme or communicate to any
                          of the members of the Relevant Seller's Pension Scheme
                          a plan, proposal or intention to amend or discontinue
                          (wholly or partly) that scheme (unless and to the
                          extent that such amendment is required by law);

             5.1.15       at the reasonable request of the Relevant Buyer,
                          provide the Relevant Buyer reasonably promptly with
                          information concerning the business, assets and
                          ongoing affairs of the Relevant Business;

             5.1.16       on reasonable notice, allow the Relevant Buyer and its
                          officers and representatives reasonable access to the
                          Relevant Property at pre-arranged times convenient to
                          both the Relevant Seller and the Relevant Buyer and
                          allow the Relevant Buyer and its officers and
                          representatives reasonable access to Senior Employees
                          at all times having regard to such persons' ongoing
                          duties as employees of the Relevant Seller;

             5.1.17       continue (consistent with past practice) to maintain
                          the Third Party Insurance Policies and not knowingly
                          do anything which would cause any such insurance
                          policies to become void; and


                                       23
<PAGE>
             5.1.18       save in the ordinary course of business, not to do
                          anything to affect the value or existing use or
                          covenants or consents of or pertaining to the Relevant
                          Properties.

5.2          The UK Buyer shall have the right to elect by notice in writing to
             Nestle UK not to complete the acquisition of the UK Business, UK
             Assets and UK Properties in the event of there having occurred in
             the period pending UK Completion any destruction or damage to the
             UK Properties and/or UK Assets which results in a Material Effect
             on the UK Business taken as a whole. A "Material Effect" for the
             purposes of this clause 5.2, means that the events described above
             are of such considerable significance as to have caused a
             fundamental adverse change to the UK Business which is of a long
             term nature and which fundamentally affects the value of the
             Business.

5.3          During the period from the date of this Agreement until such time
             as the Irish Buyer exercises its right not to acquire the Irish
             Business, Irish Assets and Irish Property pursuant to clause 4.4.2
             (to the extent that such right exists), Nestle Ireland shall use
             its best endeavours to procure the formal release of the Charge.

6.           CREDITORS AND RECEIVABLES

6.1          The Sellers shall collect the Receivables for their own account and
             the Buyers shall give reasonable assistance to the Sellers to
             enable the Sellers to collect the Receivables. The Relevant Parties
             shall co-operate to ensure that in all respects, including the
             application of payments in dealing with defaulting debtors, debtors
             are treated in a manner which is consistent with the Relevant
             Seller's previous practice.

6.2          Any sums received by the Relevant Buyer representing any of the
             Receivables shall be held on trust by the Relevant Buyer for the
             Relevant Seller and shall be paid to the Relevant Seller as soon as
             reasonably practicable after they are received by the Relevant
             Buyer. If a payment is received by the Relevant Buyer from a person
             who owes any of the Receivables and who is also a debtor of the
             Relevant Buyer, such payment shall be applied (save in the case of
             any direction of that person to the contrary) in discharge of the
             earliest undischarged debt due from that person to the Relevant
             Seller or the Relevant Buyer (as the case may be).

6.3          If the Sellers receive any sums following the Completion Date which
             represent payment by a third party for goods or services supplied
             by the Relevant Business following the Completion Date, the
             Relevant Seller shall hold such sums on trust for the Relevant
             Buyer and shall account to the Relevant Buyer for such sums as soon
             as reasonably practicable after they are received by it.

6.4          The Sellers shall discharge the Creditors and shall indemnify the
             Buyers against all costs, claims, demands, proceedings, expenses
             and liabilities in respect of them.

6.5          The Buyers shall discharge all post-completion creditors (as
             hereinafter defined) and shall indemnify the Sellers against all
             costs, claims, demands, proceedings, expenses and liabilities in


                                       24
<PAGE>
             respect of them. In this clause 6.5, "POST-COMPLETION CREDITORS"
             means the aggregate amount of all book, trade and other debts
             (including, without limitation, financial debt) and sums (including
             credit notes granted) in respect of the UK Business which arise in
             the period following UK Completion, and in respect of the Irish
             Business which arise in the period following Irish Completion.

7.           SELLERS' POST COMPLETION OBLIGATIONS

7.1          Subject to the provisions contained in the Services Agreements, the
             benefit of all contracts and orders relating to the UK Business
             which are placed with Nestle UK on or after UK Completion, and the
             benefit of all contracts and orders relating to the Irish Business
             which are placed with Nestle Ireland on or after the Irish
             Completion, and all payments relating to such contracts and orders
             which are received by the Sellers (which shall be dealt with in
             accordance with clause 6.3), shall belong to and be for the benefit
             of the Relevant Buyer and the Relevant Seller shall as soon as
             reasonably practicable send to the Relevant Buyer all notices,
             correspondence, information, orders or enquiries relating to the
             Relevant Business or the Relevant Assets which are received by it
             on or after Completion.

7.2          During the six years following the Completion Date, the Relevant
             Seller will, as soon as reasonably practicable following request,
             provide the Relevant Buyer with all information in tangible form
             known to it (or which would on reasonable enquiry be known to it)
             in relation to the Relevant Seller's operation of the Relevant
             Business prior to the Completion Date which after the Completion
             Date remains in the Relevant Seller's (but not the Relevant
             Buyer's) possession or control if it is required by the Relevant
             Buyer for the purposes of complying with Regulatory Requirements.

7.3          As soon as reasonably practicable after UK Completion and in any
             event by no later than 30 September 2002, Nestle UK shall procure
             that:

             7.3.1        those of the UK Books and Records that are located at
                          its offices in Croydon are delivered to the UK Buyer
                          and pending such delivery Nestle UK shall make all
                          such books and records available for inspection by the
                          UK Buyer (or its representatives) at its offices in
                          Croydon at all reasonable times and on reasonable
                          prior notice; and

             7.3.2        the Rowntree's Equipment, Snack Stop Equipment and
                          Snack Stop Stock is (in each case) delivered to the
                          property referred to in part 1 of schedule 4, and (as
                          applicable) commissioned and made available for use.

7.4          Nestle Ireland shall procure that the Irish Buyer shall be entitled
             to use the Endorser Brands on "Double Centre", "Yorkshire Toffee",
             "Scots Clan" and "Or Toffee" products for a period of six months
             following the Irish Completion Date.

7.5          On or as soon as reasonably practicable after the date of this
             Agreement, the Relevant Parties shall send out a joint notice in
             the Agreed Form to all of the suppliers and customers of the


                                       25
<PAGE>
             Relevant Business notifying them of the proposed transfer of the
             Relevant Business to the Buyer.

7.6          The Relevant Seller undertakes to provide the Relevant Buyer with
             all reasonable assistance and information to enable the Relevant
             Buyer to calculate its entitlement to capital allowances on the
             buildings located at the UK Properties and the Irish Property (as
             the case may be).

7.7          To the extent that any Insurance Claim arises, the Sellers will (at
             the Relevant Buyer's request), subject to being indemnified by the
             Buyers against any expense, cost or liability which they may
             thereby incur (including, without limitation, any excess or
             deductible payable under the relevant policy of insurance), use
             their reasonable endeavours, consistent with past practice, to
             enforce such Insurance Claim and pay to the Relevant Buyer any
             proceeds thereof, net of any excess and costs (including Tax)
             incurred by the Relevant Seller.

8.           BUYERS' POST COMPLETION OBLIGATIONS

8.1          During the six years following the Completion Date, the Relevant
             Buyer will, as soon as reasonably practicable following request,
             provide the Relevant Seller with all information in tangible form
             known to it (or which would on reasonable enquiry be known to it)
             in relation to the Relevant Business, if it is required by the
             Relevant Seller for the purposes of complying with Regulatory
             Requirements.

8.2          If any complaints are made after Completion by customers of the
             Relevant Business in relation to goods delivered by the Relevant
             Seller prior to Completion, the Relevant Buyer shall, as soon as
             reasonably practicable after such complaints come to its notice,
             furnish full particulars thereof in writing to the Relevant Seller
             so as to enable it to investigate the same. If the Relevant Seller
             shall require the Relevant Buyer to supply to the customer in
             question any goods by way of replacement, the Relevant Buyer shall
             (on the request in writing by the Relevant Seller) supply the same
             to the customer and charge the Relevant Seller for such goods at
             cost price.

8.3          Following Completion, where physically located at the Properties,
             the Relevant Buyer will hold the Excluded UK Assets and the
             Excluded Irish Assets on trust for the Relevant Seller and shall
             (subject to the terms of the Services Agreements) permit the
             Relevant Seller to enter the Properties at reasonable pre-arranged
             times to remove them. The Relevant Seller undertakes that if the
             removal of any Relevant Excluded Assets causes damage to the
             Relevant Property and/or the Relevant Assets, the Relevant Seller
             will restore the damaged property to its prior condition.

8.4          Save as expressly set out in this Agreement, the Buyers acknowledge
             and agree on behalf of themselves and each member of the Buyers'
             Group that nothing in this Agreement shall operate as an agreement
             to transfer (nor shall transfer) any right, title or interest in
             any trade mark, house mark or company name to the extent it
             contains or consists of the words "Mackintosh's" or "Nestle" or any
             other mark in which any of those words or elements appears


                                       26
<PAGE>
             (together the "SELLERS' MARKS"). The Buyers agree that they will
             procure that as soon as reasonably practicable and, in any event,
             within six months following the UK Completion Date, the Sellers'
             Marks and the Sellers' Codes will be removed from all signage,
             stocks, sales literature or other promotional or packing materials
             or literature and all other assets whatsoever of the Buyers and the
             Buyers agree that neither they nor any other member of the Buyers'
             Group will use the Sellers' Marks or the Sellers' Codes or any
             signage, stocks, sales literature or other promotional or packing
             materials or literature bearing or containing a Sellers' Mark or a
             Sellers' Code nor shall the Buyers or any other member of the
             Buyers' Group hold themselves out as being part of or in any way
             connected with the Sellers' Group. The Buyers will as soon as
             practicable and in any event within six months following the UK
             Completion Date obtain new Sellers' Codes for each of the Products.

9.           ASSUMED LIABILITIES AND EXCLUDED LIABILITIES

9.1          The Buyers undertake with the Sellers (for themselves and as
             trustee for each member of the Sellers' Group) that they will duly
             and properly perform, assume and pay and discharge when due, and
             indemnify the Sellers (and each member of the Sellers' Group)
             against, all Assumed Liabilities.

9.2          Subject to the provisions of the Services Agreements insofar as the
             procedures for payment, satisfaction and discharge are concerned,
             the Sellers hereby agree with the Buyers (for themselves and as
             trustee for each member of the Buyers' Group) that they will pay
             and discharge when due, and indemnify the Buyers (and each member
             of the Buyers' Group) against, all Excluded Liabilities.

9.3          If any action, claim or demand is brought or alleged against the
             Buyers or, as the case may be, the Sellers (the "INDEMNIFIED
             PARTY") in respect of which an indemnity is to be sought from the
             Sellers or, as the case may be, the Buyers (the "INDEMNIFYING
             PARTY") pursuant to this clause 9, the Indemnified Party shall as
             soon as reasonably practicable notify the Indemnifying Party of
             such action, claim or demand and the Indemnifying Party shall have
             the option to assume the defence thereof. If the Indemnifying Party
             fails to assume such defence, it shall be liable to the Indemnified
             Party for any reasonable legal or other expenses subsequently
             incurred by the Indemnified Party in connection with such defence
             and the Indemnified Party shall be entitled to conduct such defence
             in such a manner as it shall, in its absolute discretion, deem
             appropriate. Where the Indemnifying Party assumes such defence, it
             shall not settle the action, claim or demand without the consent of
             the Indemnified Party (such consent not to be unreasonably withheld
             or delayed).

10.          APPORTIONMENTS, PREPAYMENTS AND DISCOUNTS

10.1         All periodical charges and periodical outgoings of each Relevant
             Business, including but not limited to, rents, rates, non-customer
             rebates, gas, electricity, telephone and water charges and all
             liabilities in relation to salaries (including PAYE), wages,


                                       27
<PAGE>
             national insurance and pension contributions, accrued holiday pay
             and holiday entitlements (but not any entitlement to redundancy
             payments or any other obligation in respect of an Assumed
             Employee's period of continuous service) shall be apportioned on a
             time basis so that such part of the relevant charges attributable
             to the period up to the Effective Time shall be borne by the
             Relevant Seller and such part of the relevant charges attributable
             to the period after the Effective Time shall be borne by the
             Relevant Buyer. All rents, licence fees, royalties and other
             periodical receipts of the Relevant Business shall be apportioned
             between the Relevant Seller and the Relevant Buyer on a like basis.
             All such costs and outgoings described in this clause 10.1, other
             than those relating exclusively to the Irish Property which shall
             be apportioned in the Apportionment Account pursuant to schedule 5,
             shall be apportioned in the Completion Statement.

10.2         All prepayments and payments in advance excluding the amount of any
             VAT Element thereof to the extent that the Relevant Seller or the
             representative member of any VAT group of which the Relevant Seller
             is a member is required to account to Customs for such VAT, made to
             the Relevant Seller in the ordinary course of business prior to the
             Completion Date in respect of goods which are to be supplied or
             services which are to be provided by the Relevant Business after
             the Completion Date, liability for which is to be assumed by the
             Relevant Buyer under this Agreement, shall be apportioned in the
             Completion Statement and shall be paid by the Relevant Seller to
             the Relevant Buyer.

10.3         All prepayments and payments in advance excluding any VAT Element
             thereof which is recovered by the Relevant Seller or the
             representative member of any VAT group of which the Relevant Seller
             is a member, made by the Relevant Seller in the ordinary course of
             business prior to the Completion Date in respect of goods which are
             to be supplied or services which are to be provided to the Relevant
             Business after the Completion Date, the benefit of which the
             Relevant Buyer shall receive under this Agreement, shall be
             apportioned in the Completion Statement and shall be paid to the
             Relevant Seller by the Relevant Buyer.

10.4         Notwithstanding any other provision of this Agreement, the Relevant
             Seller shall remain responsible for paying customer discounts which
             accrue in respect of sales made in the period up to the Completion
             Date and the Relevant Buyer shall be responsible for paying
             customer discounts which accrue in respect of sales made in the
             period after the Completion Date on the basis set out in clauses
             10.5 and 10.6.

10.5         In respect of any discounts (including, for this purpose, any
             volume related payments) which apply in respect of sales or
             purchases made both before and after Completion, the Relevant
             Parties shall use all reasonable endeavours to agree with the
             relevant third party an apportionment of such discounts up to the
             Completion Date. Promptly, following the expiry of the period to
             which they relate, the Relevant Parties shall calculate how much of
             such discount is payable by the Relevant Seller and how much by the
             Relevant Buyer. Such calculation shall be made according to the
             discount structure by calculating the volume of the particular


                                       28
<PAGE>
             sales or purchases made before the Completion Date and the volume
             of the particular sales or purchases made after the Completion Date
             and applying the ratio of these amounts to the total discount due.
             The total discount due in respect of the total discount period
             shall be calculated in line with the relevant contract conditions
             existing on the Completion Date and shall be pro-rated between the
             Relevant Buyer and the Relevant Seller according to the said ratio
             notwithstanding that the discount is expressed on a differential
             basis (e.g. even though a high discount may be payable once sales
             or purchases pass a certain figure, the Relevant Parties shall
             assume that the total discount due is evenly spread across the
             total volume to which the discount relates). Any amount required to
             be paid by the Relevant Seller or the Relevant Buyer (as the case
             may be) under this clause 10.5 shall be paid directly to the
             relevant third party at such time as such amount falls
             contractually due. If the Relevant Parties are unable to agree on
             the amount(s) required to be paid pursuant to this clause, the
             matter(s) in dispute shall be referred to the decision of an
             Independent Expert.

10.6         In the event that the Relevant Buyer wishes to modify an existing
             discount scheme, it shall first bring to an end the existing scheme
             and make the calculations under clause 10.5 in respect of the
             period up to the date on which the scheme is ended.

10.7         On or prior to the Completion Date the Relevant Parties shall
             attend at the Relevant Property and, in the case of UK Stock, also
             at the finished goods stores at Bardon and Scunthorpe in the UK,
             and, in the case of the Irish Stock, also at the finished goods
             stores at Clondalkin and Mallow in Ireland, and shall procure that
             the Relevant Stock shall be counted or checked (as appropriate) and
             valued in accordance with the Stock Valuation Policy. The value
             attributed to the Relevant Stock shall be reduced by any amount(s)
             paid or payable to the Relevant Seller for the Relevant Stock prior
             to Completion (not being amounts to be apportioned under clauses
             10.1 to 10.3). Any dispute as to the valuation of the Relevant
             Stock shall be referred to the decision of an Independent Expert.

10.8         If the value of the UK Stock as agreed or determined in accordance
             with clause 10.7 is less than (pound)11,750,000, the consideration
             payable for the UK Business and UK Assets shall be reduced by the
             amount of that shortfall (on a (pound) for (pound) basis). If the
             value of the UK Stock as agreed or determined in accordance with
             clause 10.7 is greater than (pound)13,250,000, the consideration
             payable for the UK Business and UK Assets shall be increased by the
             amount of that excess (on a (pound) for (pound) basis).

10.9         If the value of the Irish Stock as agreed or determined in
             accordance with clause 10.7 is less than (euro)3,650,000, the
             consideration payable for the Irish Business and Irish Assets shall
             be reduced by the amount of that shortfall (on a (euro) for (euro)
             basis). If the value of the Irish Stock as agreed or determined in
             accordance with clause 10.7 is greater than (euro)3,950,000, the
             consideration payable for the Irish Business and Irish Assets shall
             be increased by the amount of that excess (on a (euro) for (euro)
             basis).


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<PAGE>
11.          COMPLETION STATEMENT

11.1         As soon as practicable following Completion, the Relevant Seller
             shall (in relation to the Relevant Business) prepare a draft
             Completion Statement. The Relevant Buyer shall procure that the
             Relevant Seller is given access, through its employees, agents and
             advisers, to all relevant files and/or working papers (with the
             right to take copies) in its possession or control to the extent
             that they are reasonably required in connection with the
             preparation of the draft Completion Statement.

11.2         The draft Completion Statement:

             11.2.1       shall include a statement of the apportionments
                          required to be made pursuant to clauses 10.1 to 10.4;

             11.2.2       shall include a statement of any payment required to
                          be made by the Relevant Buyer to the Relevant Seller
                          or (as the case may be) vice-versa; and

             11.2.3       shall include a statement of any payment required to
                          be made in respect of the Relevant Stock pursuant to
                          clauses 10.8 or 10.9 (as the case may be);

11.3         The Relevant Seller shall use its reasonable endeavours to procure
             that the draft Completion Statement is submitted to the Relevant
             Buyer for review within 20 Business Days after the Completion Date.
             The Relevant Seller shall give the Relevant Buyer (and its
             employees, agents and advisers) access to all relevant files and/or
             working papers (with the right to take copies) in the Relevant
             Seller's possession or control to the extent they are reasonably
             required for the purposes of the Relevant Buyer's review of the
             draft Completion Statement.

11.4         The Relevant Parties shall pay their own respective costs in
             connection with the preparation of the draft Completion Statement.

11.5         The draft Completion Statement shall be deemed to have been
             accepted by the Relevant Parties as the Completion Statement
             unless, within 10 Business Days of it being received by the
             Relevant Buyer, the Relevant Buyer delivers to the Relevant Seller
             a notice to the contrary (a "DISPUTE NOTICE") specifying:

             11.5.1       the item or items disputed;

             11.5.2       its reasons; and

             11.5.3       how the draft Completion Statement should be adjusted.

11.6         In circumstances where the Relevant Buyer has served a dispute
             notice on the Relevant Seller, the Relevant Parties shall attempt
             in good faith to resolve any areas of disagreement. If the Relevant
             Parties are able to resolve the matters raised in the dispute
             notice within 10 Business Days following receipt of the dispute
             notice by the Relevant Seller, the draft Completion Statement
             (adjusted, if necessary, as agreed between the Relevant Parties)


                                       30
<PAGE>
             will be deemed to have been accepted by them as the Completion
             Statement. No Party shall put in issue any aspect of the draft
             Completion Statement which is not the subject of any disagreement.

11.7         If, in the case where a dispute notice is delivered by the Relevant
             Buyer, the Relevant Parties are unable to reach agreement within 10
             Business Days of it being delivered, the matter(s) in dispute may,
             at the written election of either of them, be referred to the
             decision of an Independent Expert.

11.8         Following the decision of the Independent Expert, the draft
             Completion Statement, as adjusted (if necessary) to reflect the
             Independent Expert's decision, will be deemed to have been accepted
             by the Relevant Parties as the Completion Statement.

11.9         Any payment required to be made pursuant to the Completion
             Statement shall be paid to the Relevant Buyer or the Relevant
             Seller (as the case may be) in cash within fifteen Business Days
             after agreement or determination (as the case may be) thereof and
             shall adjust the purchase price paid for the Relevant Business
             accordingly.

12.          CONTRACTS AND THIRD PARTY CONSENTS

12.1         Where any consent or agreement of any third party is required to
             enable the Relevant Buyer to perform any Contract after Completion
             or to enable the relevant member of the Sellers' Group to assign or
             novate the benefit or burden of any Contract to the Relevant Buyer,
             then the following provisions shall apply:

             12.1.1       this Agreement shall not constitute an assignment or
                          an attempted assignment of the particular Contract if
                          or to the extent that such an assignment or attempted
                          assignment would constitute a breach of such Contract;

             12.1.2       after Completion, the Relevant Parties shall use their
                          respective reasonable endeavours to obtain the consent
                          or agreement of the other party to whatever
                          assignment, transfer or novation is necessary to
                          enable the Relevant Buyer to perform such Contract
                          after Completion or, as the case may be, to transfer
                          the benefit and burden of such Contract to the
                          Relevant Buyer;

             12.1.3       until the consent or agreement referred to in clause
                          12.1.2 is obtained, the Relevant Buyer shall, unless
                          the Contract prohibits it, perform all the obligations
                          of the relevant member of the Sellers' Group under
                          such Contract in relation to the Relevant Business as
                          agent for or sub-contractor to the relevant member of
                          the Sellers' Group or, if the Contract prohibits the
                          Relevant Buyer from so acting as agent and
                          sub-contractor, the Relevant Seller shall, at the
                          pre-approved cost of the Relevant Buyer, do all such
                          acts and things as the Relevant Buyer may reasonably


                                       31
<PAGE>
                          require to enable due performance of the Contract and
                          to provide for the Relevant Buyer the benefit, subject
                          to the burden, of the Contract. For this purpose, it
                          shall not be reasonable to require the Relevant Seller
                          to make any payment under the Contract unless the
                          Relevant Buyer has first put the Relevant Seller in
                          cleared funds sufficient to make such payment.

12.2         After Completion, and until such time as the consent or agreement
             referred to in clause 12.1 is obtained, the Relevant Seller shall
             be deemed to hold the benefit of the Contract on trust for the
             Relevant Buyer. The Relevant Buyer shall indemnify the Relevant
             Seller (for itself and as trustee for each member of the Sellers'
             Group) from and against any act or omission of the Relevant Buyer
             to perform or comply with any obligation of the Relevant Seller or
             the relevant member of the Sellers' Group which falls to be
             performed or complied with under the Contract after Completion.

12.3         Where any consent or agreement of any third party is required to
             effect the transfer of any Asset (other than the Properties and the
             Contracts) and such consent or agreement has not been obtained on
             or before Completion, the sale of such Asset shall not take effect,
             notwithstanding Completion, until that consent or agreement has
             been obtained and the Relevant Parties shall use their respective
             reasonable endeavours after Completion to obtain it as soon as
             possible.

12.4         After Completion, and until such time as any consent or agreement
             referred to in clause 12.3 is obtained, the Relevant Seller shall
             be deemed to hold the benefit of the relevant Asset referred to in
             clause 12.3 on trust for the Relevant Buyer.

13.          EMPLOYEES

13.1         The Relevant Seller and the Relevant Buyer agree (in each case)
             that the sale of the UK Business under this Agreement is a
             "relevant transfer" for the purposes of the UK Regulations and the
             sale of the Irish Business is a "transfer" for the purposes of the
             Irish Regulations and that on Completion the contracts of
             employment of the Relevant Assumed Employees and the Relevant
             Seller's rights, powers, duties and liabilities under or in
             connection with such contracts of employment shall be transferred
             to the Relevant Buyer pursuant to the Regulations.

13.2         If the contract of employment of any Relevant Assumed Employee is
             found or alleged not to have effect after Completion as if
             originally made with the Relevant Buyer as a consequence of the
             sale and purchase of the Relevant Business under this Agreement
             (other than by virtue of Regulation 5 (4A) of the UK Regulations in
             the case of an Assumed UK Employee or, in respect of the Irish
             Business, an Assumed Irish Employee who objects to becoming
             employed by the Relevant Buyer), the Relevant Buyer agrees that:

             13.2.1       in consultation with the Relevant Seller it will,
                          within five Business Days of being so requested by the
                          Relevant Seller (so long as the request is made no


                                       32
<PAGE>
                          later than ten Business Days after the Relevant Seller
                          becomes aware of any such finding or allegation), make
                          to that Relevant Assumed Employee an offer in writing
                          to employ him under a new contract of employment to
                          take effect upon the termination referred to below;

             13.2.2       the offer to be made will be such that none of the
                          terms and conditions of the new contract (other than
                          the identity of the employer and any terms and
                          conditions relating to an occupational pension scheme)
                          will differ from the corresponding provision of the
                          Relevant Assumed Employee's contract of employment
                          immediately before Completion; and

             13.2.3       upon that offer being made (or at any time after the
                          expiry of five Business Days if the offer is not made
                          as requested), the Relevant Seller shall release the
                          Relevant Assumed Employee concerned from his
                          employment in the Relevant Business.

13.3         If the contact of employment of any employee of the Relevant Seller
             other than a Relevant Assumed Employee is found or alleged to have
             effect after Completion as if originally made with the Relevant
             Buyer as a consequence of the sale and purchase of the Relevant
             Business under this Agreement, the Relevant Seller agrees that:

             13.3.1       the Relevant Buyer may, upon becoming aware of any
                          such contract, terminate it forthwith provided that
                          prior to the Relevant Buyer taking any action to
                          terminate any such contract the Relevant Buyer shall
                          consult with the Relevant Seller; and

             13.3.2       it will make to the employee an offer in writing to
                          employ him under a new contract of employment to take
                          effect upon the termination referred to above and the
                          offer will be such that the terms and conditions of
                          the new contract will be the same as the provisions of
                          the employee's contract of employment with the
                          Relevant Seller immediately prior to Completion.

13.4         The Buyers shall indemnify the Sellers (for themselves and as
             trustee for each member of the Seller's Group) against all costs,
             liabilities, damages and expenses incurred by any member of the
             Sellers' Group as a result of:

             13.4.1       any breach by the Buyers of the warranties set out in
                          clause 17.1.3 and 17.1.4;

             13.4.2       any claim (other than a claim arising out of or in
                          connection with any act or omission of the Relevant
                          Seller) arising from an act or omission of the
                          Relevant Buyer relating to the terms and conditions of
                          employment or benefits offered or provided to the
                          Assumed Employees in connection with their employment
                          after Completion including, without limitation, claims
                          relating to the pension or life assurance benefits for
                          or in respect of the Assumed Employees; and


                                       33
<PAGE>
             13.4.3       the employment costs for which the Buyers are
                          responsible pursuant to clause 13.6.

13.5         The Sellers shall be responsible for all emoluments and outgoings
             (including bonuses, commissions and employer pension contributions)
             which are due and payable to or in respect of the Assumed Employees
             up to the Effective Time.

13.6         The Buyers shall be responsible for all emoluments and outgoings
             (including bonuses, commissions and employer pension contributions)
             which are due and payable to or in respect of the Assumed Employees
             on or after the Effective Time.

13.7         The Sellers shall indemnify the Buyers against matters arising from
             or in connection with:

             13.7.1       the employment costs for which they are responsible
                          pursuant to clause 13.5;

             13.7.2       any claim by any Assumed Employee in respect of any
                          act or omission of the Sellers before Completion
                          concerning or arising from his employment with the
                          Sellers before that date;

             13.7.3       any claim by any former or existing employee of the
                          Sellers or any member of the Sellers' Group (other
                          than an Assumed Employee) (other than a claim arising
                          out of or in connection with any act or omission of
                          the Buyers) which is based on any act or omission of
                          the Sellers or any member of the Sellers' Group prior
                          to Completion in respect of which the Buyers incur any
                          liability as a result of the operation of the
                          Regulations; and

             13.7.4       any claims in connection with or as a result of any
                          claim (including any individual employee entitlements
                          under or as a consequence of such a claim) (other than
                          a claim arising out of or in connection with any act
                          or omission of the Relevant Buyer) by any trade union
                          or any other employee representative within the
                          meaning of the Regulations arising from or connected
                          with any failure by the Relevant Seller to comply with
                          any legal obligations to such trade union or any other
                          employee representative under the Regulations.

14.          RISK AND INSURANCE

14.1         Risk in all the Assets shall pass to the Buyer on execution of this
             Agreement.

14.2         The Buyers acknowledge and agree that on Completion all insurance
             cover provided in relation to the Relevant Business and Relevant
             Assets and the Relevant Assumed Employees pursuant to policies
             maintained by the Sellers' Group shall terminate.


                                       34
<PAGE>
15.          VALUE ADDED TAX

15.1         All amounts expressed in this Agreement as being payable by any
             Party are expressed exclusive of any VAT which may be chargeable
             thereon and the amount of any such VAT shall be payable in addition
             thereto subject as hereinafter provided.

15.2         The Relevant Parties shall use all reasonable endeavours to procure
             that the conditions of:

             15.2.1       article 5(1) of the UK Value Added Tax (Special
                          Provisions) Order 1995 (SI 1268) and of section 49(1)
                          of VATA ; and

             15.2.2       sections 3(5)(b)(iii) and 5(8) of the Irish Value
                          Added Tax Act 1972,

             are fulfilled so that the sale of the Relevant Business, Relevant
             Assets and Relevant Property hereunder is properly treated as
             neither a supply of goods nor a supply of services for the purposes
             of either UK or Irish VAT.

15.3         Each of the Buyers warrants to the Sellers that:

             15.3.1       it is and will at Completion be registered for the
                          purposes of UK or Irish VAT as appropriate; and

             15.3.2       it intends to carry on the same kind of business as
                          that carried on by the Sellers and does not intend to
                          dispose of any of the Assets other than the Stock.

15.4         The Relevant Parties shall within 30 days of Completion (insofar as
             required by law) give notice of the transfer of the Relevant
             Business to the appropriate office of Customs and the Irish Revenue
             Commissioners (as the case may be) in accordance with the
             applicable regulations.

15.5         Nestle UK shall retain all records referred to in section 49(1) of
             VATA 1994 which relate to the UK Business and shall apply to
             Customs for a direction under Section 49(1)(b) of VATA that such
             records be retained by it, and Nestle UK undertakes to preserve
             those records in such a manner and for such periods as may be
             required by law and give to the UK Buyer or its agents as from UK
             Completion reasonable access during normal business hours to
             inspect or copy such records. Nestle UK undertakes that it shall
             not at any time cease to preserve such records without giving the
             UK Buyer a reasonable opportunity to inspect or remove any of them
             as the UK Buyer wishes. If Customs refuses to make such a direction
             Nestle UK shall within 20 days of the receipt of the written
             notification of such refusal, deliver all such records to the UK
             Buyer.

15.6         In the event that either Customs or the Irish Revenue Commissioners
             notify the Relevant Seller in writing that VAT is chargeable on the
             sale of the Relevant Business, Relevant Assets and Relevant
             Property hereunder or any of them, the Relevant Seller shall
             immediately deliver to the Relevant Buyer a copy of such


                                       35
<PAGE>
             notification and the Relevant Buyer shall (against production by
             the Relevant Seller of a VAT invoice in respect thereof) pay the
             amount of any such VAT to the Relevant Seller as determined by
             Customs or the Irish Revenue Commissioners to be so properly due
             and chargeable with any interest and penalties thereon by way of
             additional purchase price, five Business Days prior to the date on
             which the Relevant Seller is due to account for the VAT to Customs
             or the Irish Revenue Commissioners, for which the Relevant Seller
             may be liable but such payment shall be without prejudice to the
             right of the Relevant Buyer under this Agreement to call upon the
             Relevant Seller to make or join in any appeal against the aforesaid
             determination.

15.7         Before sending any letter to Customs or the Irish Revenue
             Commissioners seeking the notification referred to in 15.6, the
             Relevant Seller shall give the Relevant Buyer a reasonable
             opportunity to comment on it and shall make such amendments as the
             Relevant Buyer reasonably requires.

15.8         If the Relevant Buyer pays the Relevant Seller an amount in respect
             of VAT under clause 15.6 above and Customs or the Irish Revenue
             Commissioners rule (by means of an internal review of any decision
             which was notified under clause 15.6 above), that all or part of it
             was not properly chargeable, the Relevant Seller shall repay the
             amount or the relevant part of it to the Relevant Buyer. The
             Relevant Seller shall make the repayment promptly after the ruling,
             unless it has already accounted to Customs or the Irish Revenue
             Commissioners for the VAT. In that case, the Relevant Seller shall
             apply for a refund of the VAT (plus any interest payable by Customs
             or the Irish Revenue Commissioners as appropriate), use its best
             endeavours to obtain it as soon as possible and pay to the Relevant
             Buyer the amount of the refund and any interest immediately when
             and to the extent received from Customs or the Irish Revenue
             Commissioners.

15.9         All VAT payable in respect of goods and services supplied or deemed
             to be supplied by the Relevant Seller in connection with the
             Relevant Business prior to Completion, and all interest payable
             thereon and penalties attributable thereto, shall be paid to
             Customs or the Irish Revenue Commissioners as appropriate, by the
             Relevant Seller, and the Relevant Seller shall be entitled to
             receive and to retain for its own benefit all reimbursement or
             credits from Customs or the Irish Revenue Commissioners as
             appropriate, for VAT borne by the Relevant Seller on goods and
             services supplied to the Relevant Seller prior to Completion and
             any payments received in respect of VAT overpaid to Customs or the
             Irish Revenue Commissioners as appropriate, prior thereto.

15.10        The Relevant Seller shall on request make available any information
             or documentation in its control reasonably required to establish to
             Customs and any tribunal or court that no liability, or a reduced
             liability arises on the Relevant Buyer or any other company under
             Section 44 of the VATA as result of the sale of the Relevant
             Business, Relevant Assets and Relevant Property pursuant to this
             Agreement.


                                       36
<PAGE>
16.          WARRANTIES

16.1         The Sellers hereby warrant to the Buyers (on a joint and several
             basis) in the terms of the warranty statements contained in
             schedule 3.

16.2         Each of the Warranties shall be construed as a separate warranty
             and (save as expressly provided to the contrary) shall not be
             limited or restricted by the terms of any of the other warranty
             statement.

16.3         The only Warranties given by the Sellers:

             16.3.1       in respect of consents and licences, are those
                          contained in paragraph 7 of schedule 3, and each of
                          the other Warranties shall be deemed not to have been
                          given in relation to consents and licences;

             16.3.2       in respect of the Properties (or any documents of
                          title that relate to the Properties), are those
                          contained in paragraphs 7, 10, 14 and 17 of schedule
                          3, and each of the other Warranties shall be deemed
                          not to have been given in relation to the Properties;

             16.3.3       in respect of pensions, are those contained in
                          paragraph 13 of schedule 3, and each of the other
                          Warranties shall be deemed not to have been given in
                          relation to pensions;

             16.3.4       in respect of Taxation, are those contained in
                          paragraphs 14 to 21 of schedule 3, and each of the
                          other Warranties shall be deemed not to have been
                          given in relation to Taxation.

16.4         The Sellers accept that the Buyers are entering into this Agreement
             in reliance upon the Warranties.

16.5         The Buyers acknowledge and agree that (save as provided in the
             Warranties) the Sellers make no representation or warranty as to
             the accuracy of the forecasts, estimates, projections, statements
             of intent or statements of opinion (honestly made) provided to the
             Buyers (howsoever provided) on or prior to the date of this
             Agreement or in the Disclosure Letter or in the documents provided
             to the Buyers or their advisers in the course of the Buyers' due
             diligence exercise.

16.6         The provisions of schedule 7 shall operate to qualify or limit (as
             the case may be) the liability of the Sellers under and in respect
             of the Warranties, and (where stated) all other provisions of this
             Agreement.

16.7         Save as expressly stated in paragraph 10.3 of schedule 3, in
             schedule 3, where any warranty statement is expressed to be
             qualified by the expression "SO FAR AS THE SELLERS ARE AWARE" or
             otherwise qualified by reference to the knowledge of the Sellers,
             that Warranty shall be deemed to include an additional statement
             that the Sellers have made reasonable enquiries of the "SPECIFIED
             PERSONS" in relation thereto and on the basis of matters within the
             actual knowledge of such persons. The Specified Persons are Peter
             Mayes, Andrew Cundiff, David Glik, Maurice Goodson, David Harvey,


                                       37
<PAGE>
             David Wilkinson, Michael Robertson, Stephanie Dicks and Karen
             French in relation to any matter related to the UK Business, and
             Eddie Humphreys, Tony Fieldhouse, Denis Casey, John Redmond, Simon
             Smith and James Yarr in relation to any matter related to the Irish
             Business.

16.8         The Sellers acknowledge that, the Buyers, in themselves giving
             warranties to a subsequent buyer of the Business or Assets, may
             rely on the Warranties during the period in respect of which the
             Buyers will have the benefit of Warranty protection under the terms
             of this Agreement.

17.          BUYER'S WARRANTIES

17.1         The Buyers hereby warrant to the Sellers (on a joint and several
             basis) that:

             17.1.1       they and each relevant member of the Buyers' Group,
                          have the requisite power and authority to enter into
                          and perform this Agreement and the other documents
                          which are to be executed by the Buyers and each
                          relevant member of the Buyers' Group on Completion;

             17.1.2       this Agreement constitutes and the other documents to
                          be executed by the Buyers and each relevant member of
                          the Buyers' Group on Completion will, when executed by
                          the Buyers and each relevant member of the Buyers'
                          Group, constitute binding obligations of the Buyers
                          and each relevant member of the Buyers' Group in
                          accordance with their respective terms;

             17.1.3       they have provided the Sellers with all the
                          information the Sellers require in order to comply
                          fully with their obligations under the Regulations;
                          and

             17.1.4       save in relation to pensions, they shall not make any
                          change to or otherwise alter the terms and conditions
                          of employment of the Assumed Employees to the
                          detriment of the Assumed Employees for a period of six
                          months following the Completion Date.

18.          PROTECTION OF GOODWILL

             The Sellers undertake that they will not, and shall procure that
             each member of the Sellers' Group will not, within the period of
             two years from the date hereof, entice away from the employment of
             any member of the Buyers' Group, any Senior Employee.


                                       38
<PAGE>
19.          ANNOUNCEMENTS

             Save as specifically otherwise agreed in writing or as required by
             law, by the rules of the UK Listing Authority, London Stock
             Exchange or any other stock exchange on which any securities of the
             relevant Party are listed or any regulatory or governmental body to
             which any Party is subject (provided that the announcing Party has
             consulted so far as reasonably practicable with the other Parties
             prior to making such announcement), no public announcement shall be
             made in respect of the subject matter of this Agreement.

20.          CONFIDENTIALITY

20.1         Subject to clause 20.2, each Party shall treat as strictly
             confidential all information received or obtained as a result of
             entering into or performing this Agreement which relates to:

             20.1.1       the provisions of this Agreement or any of the
                          documents in the Agreed Form;

             20.1.2       the making of, or the negotiations relating to this
                          Agreement or any of the documents in the Agreed Form;
                          and/or

             20.1.3       the other Parties or their business affairs.

20.2         In respect of the information referred to in clause 20.1, any Party
             may disclose information which would otherwise be confidential if
             and to the extent:

             20.2.1       required by law, by the rules of the UK Listing
                          Authority, London Stock Exchange or any other stock
                          exchange on which any securities of the relevant Party
                          are listed or any regulatory or governmental body to
                          which it is subject;

             20.2.2       disclosed to the employees, professional advisers,
                          auditors, bankers or potential financiers of that
                          Party whose province it is to know the same and who
                          shall hold such information on a confidential basis;

             20.2.3       required to be disclosed to any relevant Taxation
                          Authority;

             20.2.4       disclosed to its Affiliates, shareholders, controllers
                          or managers who shall hold such information on a
                          confidential basis;

             20.2.5       the information has come into the public domain
                          through no fault of that Party; or

             20.2.6       the disclosure of such information is necessary to
                          ensure the compliance of any Party with the terms of
                          this Agreement or any of the documents in the Agreed
                          Form.

                                       39
<PAGE>
21.          ASSIGNMENT

21.1         No Party may assign the benefit of this Agreement whether
             absolutely or by way of security, except (in the case of the Buyers
             only):

             21.1.1       by way of an absolute assignment to another member of
                          the Buyers' Group; and

             21.1.2       by way of security in accordance with the terms of any
                          arm's length arrangements for the funding (in whole or
                          in part) of the purchase of the Business, Assets and
                          Properties under this Agreement or the refinancing of
                          such funding;

             provided that, following an assignment pursuant to clause 21.1.2
             above, the assignee may not assign the benefit of this Agreement to
             any other person without the express written consent of the Sellers
             (save to an Affiliate for so long as it remains an Affiliate of the
             permitted assignee under clause 21.1.2 and that assignee continues
             to provide funding), and any purported assignment in contravention
             of this clause shall be ineffective.

21.2         Subject to clause 21.1, this Agreement shall be binding upon and
             shall enure for the benefit of the personal representatives and
             permitted assigns and successors in title of each of the Parties,
             and references to the Parties shall be construed accordingly.

21.3         Following any assignment in accordance with clause 21.1.2, as
             between the Sellers and the Buyers, the Sellers may enforce this
             Agreement against the Buyers (and the Guarantor) as if the
             assignment had not occurred.

22.          COSTS

22.1         Save as otherwise expressly stated in this Agreement, each Party
             shall pay its own costs in connection with the negotiation,
             preparation and implementation of this Agreement and the documents
             in the Agreed Form.

22.2         Any stamp duty payable in respect of or arising in connection with
             the sale of the Business, Assets and Properties shall be paid by
             the Buyer.

23.          ENTIRE AGREEMENT

23.1         Each Party, on behalf of itself and as agent for each of its
             Affiliates, acknowledges and agrees with the other Parties (each
             such Party acting on behalf of itself and as agent for each of its
             Affiliates) that:

             23.1.1       this Agreement together with the documents in the
                          Agreed Form (together the "TRANSACTION DOCUMENTS")
                          constitutes the entire and only agreement between the
                          Parties and their respective Affiliates relating to
                          the subject matter of the Transaction Documents;


                                       40
<PAGE>
             23.1.2       neither it nor any of its Affiliates has been induced
                          to enter into any Transaction Document in reliance
                          upon, nor has any such Party been given any warranty,
                          representation, statement, assurance, covenant,
                          agreement, undertaking, indemnity or commitment of any
                          nature whatsoever other than as are expressly set out
                          in the Transaction Documents and, to the extent that
                          any of them has been, it (acting on behalf of itself
                          and as agent on behalf of each of its Affiliates)
                          unconditionally and irrevocably waives any claims,
                          rights or remedies which any of them may otherwise
                          have had in relation thereto;

             23.1.3       save as expressly set out in any Transaction Document:

                          (a)          the only remedies available to it in
                                       respect of the Transaction Documents
                                       (and, where appropriate, to its
                                       Affiliates) are damages for breach of
                                       contract; and

                          (b)          neither it nor its Affiliates, where
                                       appropriate, have any right to rescind or
                                       terminate any Transaction Documents
                                       either for breach of contract or for
                                       negligent or innocent misrepresentation,

             PROVIDED THAT the provisions of this clause 23 shall not exclude
             any liability which any of the Parties or, where appropriate, their
             Affiliates would otherwise have to any other Party or, where
             appropriate, to any other Party's Affiliates or any right which any
             of them may have in respect of any statements made fraudulently by
             any of them prior to the execution of this Agreement or any rights
             which any of them may have in respect of fraudulent concealment or
             fraudulent omissions by any of them.

24.          WAIVER, AMENDMENT

24.1         A waiver of any term, provision or condition of, or consent granted
             under, this Agreement shall be effective only if given in writing
             and signed by the waiving or consenting Party and then only in the
             instance and for the purpose for which it is given.

24.2         No failure or delay on the part of any Party in exercising any
             right, power or privilege under this Agreement shall operate as a
             waiver thereof, nor shall any single or partial exercise of any
             such right, power or privilege preclude any other or further
             exercise thereof or the exercise of any other right, power or
             privilege.

24.3         No breach of any provision of this Agreement shall be waived or
             discharged except with the express written consent of the Relevant
             Seller and the Relevant Buyer.

24.4         The rights and remedies herein provided are cumulative with and not
             exclusive of any rights or remedies provided by law.


                                       41
<PAGE>
24.5         No variation to this Agreement shall be effective unless made in
             writing and signed by all the Parties.

25.          FURTHER ASSURANCE

25.1         Each of the Parties shall, from time to time on being required to
             do so by any other Party, as soon as reasonably practicable and at
             the sole cost and expense of the requesting Party, do or procure
             the doing of all such reasonable acts and/or execute or procure
             execution of all such documents as are necessary for giving full
             effect to this Agreement.

25.2         The terms of this Agreement shall, insofar as they are not
             performed at Completion, and subject as specifically otherwise
             provided in this Agreement continue in force after and
             notwithstanding Completion.

26.          NOTICES

26.1         Any notice, demand or other communication given or made under or in
             connection with the matters contemplated by this Agreement shall be
             in writing and shall be delivered personally or sent by fax or
             prepaid first-class post (air mail, if posted to or from a place
             outside the United Kingdom):

             In the case of Nestle UK to:

             St. George's House
             Croydon
             Surrey CR9 1NR
             Fax:              020 8667 5775
             Attention:        Company Secretary

             In the case of Nestle Ireland to:

             3030 Lake Drive
             City West Business Campus
             Saggart
             Co. Dublin
             Fax:              00 353 1451 2823
             Attention:        Company Secretary

             In the case of the UK Buyer to:

             Premier Ambient Products (UK) Limited
             28 The Green
             Kings Norton
             Birmingham
             B38 8SD
             England
             Fax:              0121 459 2729
             Attention:        The Directors


                                       42
<PAGE>
             (copied to Weil, Gotshal & Manges for the attention of Mike
             Francies)

             In the case of the Irish Buyer to:

             Pastam Limited
             28 The Green
             Kings Norton
             Birmingham
             B38 8SD
             Fax:              0121 459 2729
             Attention:        The Directors

             (copied to Weil, Gotshal & Manges for the attention of Mike
             Francies)

             and shall be deemed to have been duly given or made as follows:

             26.1.1       if personally delivered, upon delivery at the address
                          of the relevant Party;

             26.1.2       if sent by first class post, two Business Days after
                          the date of posting; and

             26.1.3       if sent by fax, when despatched;

             provided that if, in accordance with the above provisions, any such
             notice, demand or other communication would otherwise be deemed to
             be given or made after 5.00 p.m. on a Business Day such notice,
             demand or other communication shall be deemed to be given or made
             at 9.00 a.m. on the next Business Day.

26.2         A Party may notify any other Party of a change to its name,
             relevant addressee, address or fax number for the purposes of
             clause 26.1 provided that such notification shall only be effective
             on:

             26.2.1       the date specified in the notification as the date on
                          which the change is to take place; or

             26.2.2       if no date is specified or the date specified is less
                          than five Business Days after the date on which notice
                          is given, the date falling five Business Days after
                          notice of any such change has been given.

27.          COUNTERPARTS

             This Agreement may be executed in any number of counterparts which
             together shall constitute one agreement. Any Party may enter into
             this Agreement by executing a counterpart and this Agreement shall
             not take effect until it has been executed by all Parties.


                                       43
<PAGE>
28.          GOVERNING LAW

28.1         This Agreement (and any dispute, controversy, proceedings or claim
             of whatever nature arising out of or in any way relating to this
             agreement or its formation) shall be governed by and construed in
             accordance with English law.

28.2         The Parties submit to the non-exclusive jurisdiction of the High
             Court of Justice in London for the purpose of hearing and
             determining any dispute arising out of this Agreement and for the
             purpose of the enforcement of any judgement against their
             respective assets.

29.          INVALIDITY

29.1         If any provision of this Agreement is or becomes invalid, illegal
             or unenforceable in any respect under the law of any jurisdiction:

             29.1.1       the validity, legality and enforceability under the
                          law of that jurisdiction of any other provision; and

             29.1.2       the validity, legality and enforceability under the
                          law of any other jurisdiction of that or any other
                          provision,

             shall not be affected or impaired in any way.

30.          PENSIONS

             The provisions of schedule 6 shall have effect in relation to
             pensions.

31.          INDEPENDENT EXPERT

31.1         Where any matter in this Agreement is to be referred to the
             decision of an Independent Expert, the provisions of this clause 31
             will apply to his appointment and terms of reference.

31.2         The Independent Expert shall be an independent chartered accountant
             to be appointed (in default of nomination by agreement between the
             Sellers and the Buyers) by the President for the time being of the
             Institute of Chartered Accountants in England and Wales on the
             written application of the Relevant Seller or of the Relevant Buyer
             (whichever applies first). The Independent Expert shall act as an
             expert and not as arbitrator and neither the Arbitration Act 1996
             nor any earlier or later enactments on arbitration shall apply. The
             Independent Expert's decision shall (in the absence of gross or
             manifest error) be final and binding on the Relevant Parties for
             all the purposes of this Agreement.

31.3         Each of the Relevant Parties shall promptly on request supply to
             the Independent Expert such documents and information as the
             Independent Expert may require for the purpose of the reference.


                                       44
<PAGE>
31.4         The costs of the Independent Expert shall be apportioned between
             the Relevant Parties as the Independent Expert shall decide but
             each Relevant Party shall be responsible for its own costs of
             presenting its case to the Independent Expert. If the Independent
             Expert shall not determine how its costs shall be determined, his
             costs shall be borne equally between the Relevant Seller (on the
             one hand) and the Relevant Buyer (on the other).

32.          THIRD PARTY RIGHTS

32.1         Any person (other than the Parties) who is given any rights or
             benefits under clause 23 (a "THIRD PARTY") shall be entitled to
             enforce those rights or benefits against the Parties in accordance
             with the Contracts (Rights of Third Parties) Act 1999.

32.2         Save as provided in clause 32.1, the operation of the Contracts
             (Rights of Third Parties Act) 1999 is hereby excluded.

32.3         The Parties may, amend, vary or terminate this agreement in such a
             way as may affect any rights or benefits of any Third Party which
             are directly enforceable against the parties under the Contracts
             (Rights of Third Parties) Act 1999 without the consent of such
             Third Party.

32.4         Any Third Party entitled pursuant to the Contracts (Rights of Third
             Parties) Act 1999 to enforce any rights or benefits conferred on it
             by this Agreement may not veto any amendment, variation or
             termination of this agreement which is proposed by the Parties and
             which may affect the rights or benefits of the Third Party.

33.          RESTRICTED FINANCIAL TRANSFERS

             Nestle Ireland declares for the purposes of the Financial Transfers
             Act, 1992 of Ireland that it is not resident in any jurisdiction to
             which financial transfers (within the meaning of the said Act) are
             restricted by order of the Irish Minister for Finance in accordance
             with the provisions of that Act and does not hold any of the Irish
             Assets or Irish Property and will not receive any part of the Irish
             Cash Consideration as nominee for any person so resident, and the
             Irish Buyer declares for the purposes of the said Act that it is
             not so resident, it is not acquiring the Irish Assets or Irish
             Property as nominee for any person so resident and it is not
             controlled directly or indirectly by persons so resident.

34.          GUARANTEE

34.1         The Guarantor, as primary obligor and not as surety only,
             irrevocably and unconditionally for the benefit of the Relevant
             Beneficiaries:


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<PAGE>
             34.1.1       guarantees to the Relevant Beneficiaries (in
                          consideration of the Relevant Beneficiaries promising
                          by this clause each severally to pay it the sum of
                          (pound)1 on demand) the due and punctual performance
                          of, and the due payment and discharge of all sums and
                          liabilities which now are or at any other time shall
                          be due, owing or incurred by the Relevant Obligors to
                          its Relevant Beneficiaries in respect of the Relevant
                          Obligations; and

             34.1.2       undertakes that if any amount guaranteed by this
                          clause is not recoverable on the basis of a guarantee
                          for any reason it will (as a separate and independent
                          stipulation) pay the Relevant Beneficiaries on demand
                          whatever amount or amounts shall equal what it would
                          have been liable to pay but for such irrecoverability
                          and shall indemnify the Relevant Beneficiaries against
                          all costs, liabilities and expenses suffered or
                          incurred by the Relevant Beneficiaries in connection
                          with such irrecoverability.

34.2         This is a continuing guarantee and the Guarantor's undertakings
             under this Agreement shall remain in full force and effect until
             final performance in full of its obligations under this Agreement
             notwithstanding any intermediate payment or performance or the
             invalidity or unenforceability in whole or in part of the
             respective Relevant Obligations or any other event.

34.3         The guarantee and undertakings contained in this clause shall be
             discharged in relation to the Guarantor by the full performance of
             its obligations under this Agreement, but otherwise shall not be
             discharged or affected by any act, omission, matter or thing which,
             but for this provision, might operate to release or otherwise
             exonerate the Guarantor from those obligations in whole or in part
             including:

             34.3.1       the granting of time, or any waiver or other
                          indulgence (including any extension, renewal,
                          acceptance, forbearance or release in respect of any
                          Relevant Obligations or any of the Guarantor's
                          obligations under this Agreement);

             34.3.2       the taking, variation, compromise, renewal or release
                          of or refusal or neglect to perform or enforce any
                          rights, remedies or securities against the Relevant
                          Obligors or any other person;

             34.3.3       any modification, variation or addition to the terms
                          of any Relevant Obligations or of any other document
                          or security;

             34.3.4       any irregularity, defect or informality in the terms
                          of any Relevant Obligations or any other document or
                          security or any legal limitation, disability,
                          incapacity or want of authority of any person;

             34.3.5       any transfer or assignment of any rights or
                          obligations by any Party, whether or not they relate
                          to Relevant Obligations;


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<PAGE>
             34.3.6       any corporate reorganisation, reconstruction,
                          amalgamation, dissolution, liquidation, merger,
                          acquisition of or by or other alteration in the
                          corporate existence or structure of any Party, or the
                          non-existence of the Relevant Obligors; or

             34.3.7       any composition or similar arrangement by any Party or
                          any other person

34.4         Where any discharge (whether in respect of any Relevant Obligations
             or any security for Relevant Obligations or otherwise) is made in
             whole or in part or any arrangement is made on the faith of any
             payment, security or other disposition which is avoided or must be
             restored for any reason, any liability of the Guarantor under this
             Agreement which in the absence of this clause would be released by
             virtue of that discharge or arrangement shall continue as if the
             discharge or arrangement had not been made.

34.5         This guarantee and indemnity is in addition to and is not in any
             way prejudiced by any other security now or in future held by or on
             behalf of the Relevant Beneficiaries.

34.6         In this clause:

             34.6.1       "RELEVANT BENEFICIARIES" means, in relation to the
                          obligations of the Guarantor, each of the Sellers;

             34.6.2       "RELEVANT OBLIGORS" means, in relation to the
                          obligations of the Guarantor, each of the Buyers; and

             34.6.3       "RELEVANT OBLIGATIONS" means the Relevant Obligors'
                          obligations to either or both of the Relevant
                          Beneficiaries under this Agreement and under any
                          agreements between the Relevant Parties which are
                          expressed to be supplemental to this Agreement or
                          which this Agreement expressly preserves or requires
                          to be executed.

IN WITNESS whereof this Agreement has been executed on the date first above
written.



                                       47
<PAGE>
Signed by                    )
for and on behalf of         )          /s/ Nestle UK Ltd.
NESTLE UK LTD.               )







Signed by                    )
for and on behalf of         )          /s/ Nestle (Ireland) Limited
NESTLE (IRELAND) LIMITED     )





Signed by                    )
for and on behalf of         )          /s/ Premier Ambient Products
PREMIER AMBIENT PRODUCTS     )              (UK) Limited
(UK) LIMITED                 )





Signed by                    )
for and on behalf of         )          /s/ Pastam Limited
PASTAM LIMITED               )





Signed by                    )
for and on behalf of         )          /s/ Premier Financing Limited
PREMIER FINANCING LIMITED    )