EXHIBIT 10.78

EXECUTION COPY






                                  SERIES 1998-1
                           CERTIFICATE PURCHASE AGREEMENT


                               Dated as of March 31, 1998



                                       Among


                  SPECIALTY FOODS FINANCE CORPORATION

                          as Company,

               SPECIALTY FOODS CORPORATION
                        as Master Servicer,


              THE FINANCIAL INSTITUTIONS PARTY HERETO
                        FROM TIME TO TIME,
                          as Purchasers,
                                 
                                and
                                 
                      BANKERS TRUST COMPANY,
                             as Agent
                                 
                                 
                                 


TABLE OF CONTENTS

Section
Page

ARTICLE IDEFINITIONS     1
     SECTION 1.01.  Certain Defined Terms    1
     SECTION 1.02.  Other Terms    2
     SECTION 1.03.  Computation of Time Periods   3

ARTICLE IIPURCHASE AND SALE   3
     SECTION 2.01.  Purchase and Sale of the VFC Certificates    3
     SECTION 2.02.  Funding Mechanics   3
     SECTION 2.03.  Closing   3
     SECTION 2.04.  Increases in the Invested Amount of the VFC
          Certificates   3
     SECTION 2.05.  Termination or Reduction of the Commitment.      4
     SECTION 2.06.  Interest and Principal Payments; Fees; Pro Rata
          Treatment 4
     SECTION 2.07.  Increased Costs; Increased Capital 4
     SECTION 2.08.  Illegality; Unavailability    6
     SECTION 2.09.  Taxes     7

ARTICLE IIICONDITIONS PRECEDENT    10
     SECTION 3.01.  Conditions Precedent to the Purchase    10
     SECTION 3.02.  Conditions Precedent to Increase   11

ARTICLE IVREPRESENTATIONS AND WARRANTIES     11
     SECTION 4.01.  Representations and Warranties of the Company   11
     SECTION 4.02.  Representations and Warranties of the Master
          Servicer.      13

ARTICLE VTHE AGENT  14
     SECTION 5.01.  Authorization and Action 14
     SECTION 5.02.  The Agent's Reliance, Etc.    15
     SECTION 5.03.  The Agent and Affiliates 16
     SECTION 5.04.  Purchase Decision   16
     SECTION 5.05.  Indemnification     16
     SECTION 5.06.  Resignation by the Agent 17

ARTICLE VI MISCELLANEOUS 17
     SECTION 6.01.  Amendments, Waivers and Consents, Etc.  17
     SECTION 6.02.  Notices   18
     SECTION 6.03.  No Waiver; Remedies; Rights of Purchaser, Etc   18
     SECTION 6.04.  Binding Effect; Assignability 18
     SECTION 6.05.  Securities Laws; Certificates as Evidence of
          Indebtedness   20
     SECTION 6.06.  GOVERNING LAW; WAIVER OF JURY TRIAL     22
     SECTION 6.07.  Costs and Expenses  22
     SECTION 6.08.  No Proceedings 22
     SECTION 6.09.  Execution in Counterparts; Severability 22
     SECTION 6.10.  Liabilities of the Company.   23
     



SCHEDULES AND EXHIBITS


SCHEDULE 1     --   Conditions Precedent Documents

EXHIBIT A      --   Form of Assignment Agreement
                           SERIES 1998-1
                  CERTIFICATE PURCHASE AGREEMENT
                    Dated as of March 31, 1998


          SPECIALTY FOODS FINANCE CORPORATION, a Delaware
corporation (the "Company"), SPECIALTY FOODS CORPORATION, a
Delaware corporation, as servicer (the "Master Servicer"), THE
FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME
(collectively, the "Purchasers" and each, a "Purchaser"), and
BANKERS TRUST COMPANY, a New York banking corporation ("Bankers
Trust"), as agent for the Purchasers (in such capacity, the
"Agent"), agree as follows:


ARTICLE I

DEFINITIONS

          SECTION 1.01.  Certain Defined Terms.  Unless otherwise
defined herein, capitalized terms used in this Agreement (including
the Exhibits hereto) have the meanings set forth in the Pooling
Agreement (as defined below) or the Supplement (as defined below),
as applicable.  If a term used herein is defined in both the
Pooling Agreement and the Supplement, it shall have the meaning set
forth in the Supplement.  Additionally, the terms defined in the
preamble to this Agreement shall have the meanings set forth
therein and the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and
plural forms of the terms defined):

          "Affected Person" means each of the Purchasers and the
Agent and each of their respective Affiliates, successors and
assigns.

          "Aggregate Commitment" means the aggregate Commitments of
all Purchasers hereunder.

          "Agreement" means this Series 1998-1 Certificate Purchase
Agreement.

          "Closing" has the meaning assigned to that term in
Section 2.03.

          "Closing Date" has the meaning assigned to that term in
     Section 2.03.

          "Commitment" means with respect to any Purchaser, the
amount set forth opposite such Purchaser's name on the signature
pages hereof or on Annex I attached to the assignment agreement
attached hereto as Exhibit A, as such amount may be reduced from
time to time in accordance with Section 2.05.

          "Commitment Termination Date" means the earliest of (a)
the Business Day preceding the day on which the Amortization Period
commences, (b) the date of the occurrence of any Early Amortization
Event described in Section 7.1 of the Pooling Agreement, (c) the
date specified by the Agent following the occurrence of any other
Early Amortization Event and (d) the Scheduled Termination Date.

          "Other Taxes" has the meaning assigned to that term in
     Section 2.09(b).

          "Pooling Agreement" means the Pooling Agreement dated as
of November 16, 1994, among the Company, the Master Servicer and
The Chase Manhattan Bank, as Trustee, as amended, restated,
supplemented or otherwise modified from time to time.

          "Pooling and Servicing Agreement" means, collectively,
the Pooling Agreement, the Servicing Agreement and the Supplement.

          "Pro Rata Share" means, on any date of determination,
with respect to any Purchaser, the ratio (expressed as a
percentage) of such Purchaser's Commitment to the Aggregate
Commitment at such time.

          "Purchase" means the purchase and sale of the Series
1998-1 Certificates by the Company to the Purchasers pursuant to
this Agreement.

          "Required Certificateholders" means those VFC
Certificateholders holding VFC Certificates in an aggregate face
amount equal to or in excess of 50% of the Aggregate Commitment.

          "Securities Act" means the Securities Act of 1933, as
     amended.

          "Supplement" means the Series 1998-1 Supplement dated as
of March 31, 1998, among the Company, the Master Servicer, the
Trustee and the Agent, supplementing the Pooling Agreement, as
amended, restated, supplemented or otherwise modified from time to
time.

          "Taxes" has the meaning assigned to that term in Section
     2.09(a).

          "UCC" means the Uniform Commercial Code as from time to
time in effect in the applicable jurisdiction.

          SECTION 1.02.  Other Terms.  All accounting terms not
defined in this Agreement, and accounting terms partly defined in
this Agreement to the extent not defined, shall have the respective
meanings given to them under generally accepted accounting
principles or regulatory accounting principles, as applicable.  All
terms used in Article 9 of the UCC in the State of New York, and
not specifically defined herein, are used herein as defined in such
Article 9.  The words "hereof", "herein" and "hereunder" and words
of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement; and Section, Schedule and Exhibit references contained
in this Agreement are references to Sections, Schedules and
Exhibits in or to this Agreement unless otherwise specified; and
the term "including" means "including without limitation".

          SECTION 1.03.  Computation of Time Periods.  Unless
otherwise stated in this Agreement, in the computation of a period
of time from a specified date to a later specified date, the word
"from" means "from and including" and the words "to" and "until"
each mean "to but excluding."


ARTICLE II

PURCHASE AND SALE

          SECTION 2.01.  Purchase and Sale of the VFC Certificates.
On the terms and subject to the conditions set forth in this
Agreement, and in reliance on the covenants, representations,
warranties and agreements herein set forth, the Company agrees to
sell, transfer and deliver to the Purchasers, and the Purchasers
agree to purchase, at the Closing, VFC Certificates in an aggregate
maximum face amount equal to the Aggregate Commitment and
constituting all of the VFC Certificates issued pursuant to the
Supplement.  Notwithstanding the foregoing, no Purchaser will be
required to purchase VFC Certificates in an aggregate face amount
in excess of such Purchaser's Commitment.

          SECTION 2.02.  Funding Mechanics.  The VFC Certificates
are to be purchased by each Purchaser on the Closing Date in
exchange for the extension by such Purchaser to the Company of its
Commitment hereunder.  On the Issuance Date, each Purchaser shall
pay to the Company its Pro Rata Share of the Initial Invested
Amount.

          SECTION 2.03.  Closing.  (a)  The closing (the "Closing")
shall take place at 10:00 a.m. at the offices of Sidley & Austin,
One First National Plaza, Chicago, Illinois 60603 on March 31, 1998
(the "Closing Date"), or, if the conditions to closing set forth in
Article III of this Agreement shall not have been satisfied or
waived by such date, as soon as practicable after such conditions
have been satisfied or waived, or at such other time, date and
place as the parties shall agree upon.

          (b)  At the Closing (i) the Purchasers will deliver to
the Company a fully executed copy of this Agreement and (ii) the
Company shall deliver the VFC Certificates to the Agent for
delivery to the applicable Purchasers hereunder.

          SECTION 2.04.  Increases in the Invested Amount of the
VFC Certificates.  (a)  Subject to the terms and conditions of this
Agreement, the Supplement and the VFC Certificates, in each case,
with respect to the applicable Increase, each Purchaser hereby
agrees from the Closing Date to the Commitment Termination Date to
fund from time to time in accordance with the provisions specified
in the Supplement, its Pro Rata Share of any Increase requested by
the Company from the Purchasers in accordance with the procedures
described in Section 2.4 of the Supplement; provided, however, that
the aggregate outstanding Invested Amount of the VFC Certificates
held by the Purchasers after giving effect to such Increase shall
not exceed the amount of the Aggregate Commitment and each
Purchaser's Pro Rata Share of the aggregate outstanding Invested
Amount after giving effect to such Increase shall not exceed the
amount of such Purchaser's Commitment.

          (b)  Subject to the terms and conditions of this
Agreement, on the Increase Date for an Increase, each Purchaser's
Pro Rata Share of such Increase shall be remitted in accordance
with the procedures set forth in Section 2.4 of the Supplement, and
upon such remittance the aggregate Invested Amount of the VFC
Certificates owned by the Purchasers shall be increased by the
amount of such remittance.

          SECTION 2.05.  Termination or Reduction of the
Commitment.  The Company may, at any time upon notice to the Agent
delivered at least 10 days prior to any Settlement Date, terminate
in whole or reduce in part the unused portion of the Aggregate
Commitment; provided however, that (i) each such partial reduction
must be in an amount not less than $5,000,000 (and in increments of
$1,000,000 in excess thereof), (ii) if the Company seeks to reduce
the Aggregate Commitment to an amount less than $50,000,000, then
the Aggregate Commitment shall be reduced to zero, the Commitment
Termination Date shall be deemed to have occurred and this
Agreement shall be terminated, (iii) if the Company terminates the
Aggregate Commitment in connection with a termination of the
facility prior to the first anniversary of the Closing Date, the
Company shall pay the prepayment fee described in Section 2.7(e) of
the Supplement, (iv) once reduced, the amount of any such reduction
of the Aggregate Commitment may not be reinstated,  (v) any
reduction in the Aggregate Commitment shall reduce the Commitments
of the Purchasers hereunder ratably in accordance with their
respective Pro Rata Shares and (vi) such termination or reduction
shall otherwise be on the terms and conditions set forth in Section
2.5 of the Supplement.

          SECTION 2.06.  Interest and Principal Payments; Fees; Pro
Rata Treatment.  In accordance with Section 3C.4 and 3C.5 of the
Pooling and Servicing Agreement, each VFC Certificateholder shall
be entitled to the payment of interest, fees and principal on its
VFC Certificates.  Each payment of interest, fees and principal by
the Company hereunder or under the Pooling and Servicing Agreement,
as well as any Decrease in the Invested Amount shall be allocated
pro rata among the VFC Certificateholders on the date of payment or
Decrease, in accordance with their respective Pro Rata Shares.
Each VFC Certificateholder agrees that the Agent may in its
discretion, in connection with computing its portion of any amounts
owed by the Company to such VFC Certificateholder, round each VFC
Certificateholder's Pro Rata Share of such amount to the next
higher or lower whole dollar amount.

          SECTION 2.07.  Increased Costs; Increased Capital.
(a)  If, after the date hereof due to either (i) the introduction
of or any change in or to the interpretation of any law, rule or
regulation by the governmental authority that promulgated or
administers compliance with such law, rule or regulation (other
than laws, rules or regulations with respect to income taxes or any
change by way of imposition or increase of reserve requirements
included in the Eurodollar Reserve Requirements) or (ii) the
compliance with any guideline or request from any central bank or
other fiscal, monetary or governmental authority, rating agency or
similar agency (whether or not having the force of law), and
otherwise in connection with any Purchaser's asset-supported
financing business, any reserve or deposit or similar requirement
shall be imposed, modified or deemed applicable or, any basis of
taxation shall be changed or any other condition shall be imposed,
and as a result thereof, there shall be any increase in the cost to
any Affected Person (whether incurred directly or indirectly) of
making, funding, or maintaining the Invested Amount outstanding
under, the VFC Certificates or in the cost to any Affected Person
of agreeing to make, fund, or maintain any Invested Amount
outstanding under, the VFC Certificates, then, in any such case,
the Company shall from time to time, upon demand by any such
Affected Person, by the submission of the certificate described
below, pay to such Affected Person (as a third-party beneficiary,
in the case of an Affected Person which is not a party hereto or an
assignee thereof), additional amounts sufficient to compensate such
Affected Person for such increased cost.  In determining such
amount, such Affected Person may use any reasonable averaging and
attribution methods, consistent with the averaging and attribution
methods generally used by such Affected Person in determining
amounts of this type.  A certificate submitted to the Company and
the Agent by the relevant Affected Person (or by the Agent on
behalf of any Purchaser), setting forth in reasonable detail the
calculation of the amount of such increased cost and describing the
averaging and attribution methods used in determining such amount,
shall be conclusive and binding for all purposes, absent manifest
error.

          (b)  If any Affected Person determines that compliance
with any law or regulation or any guideline or request or any
written interpretation from any central bank or other fiscal,
monetary or governmental authority, rating agency or similar agency
(whether or not having the force of law) which is introduced,
implemented or received by such Affected Person after the date
hereof, affects or would affect capital adequacy or the amount of
capital required or expected to be maintained by such Affected
Person or any corporation controlling such Affected Person and that
the amount of such capital is increased by or based upon the VFC
Certificates or the existence of this Agreement, the Pooling and
Servicing Agreement, or the commitments to lend hereunder, or has
or would have the effect of reducing such Affected Person's rate of
return on capital, then, upon demand by any such Affected Person,
by the submission of the certificate described below, the Company
shall pay to such Affected Person (as a third-party beneficiary, in
the case of an Affected Person which is not a party hereto or an
assignee thereof), from time to time, as specified by such Affected
Person, additional amounts sufficient on an after-tax basis to
compensate such Affected Person in light of such circumstances, to
the extent that such Affected Person reasonably determines such
increase in capital to be allocable to the VFC Certificates or the
existence of this Agreement, the Pooling and Servicing Agreement,
or any commitment to lend hereunder.  In determining such amounts,
such Affected Person may use any reasonable averaging and
attribution methods, consistent with the averaging and attribution
methods generally used by such Affected Person in determining
amounts of this type.  A certificate submitted to the Company and
the Agent by the relevant Affected Person (or by the Agent on
behalf of any Purchaser), setting forth in reasonable detail the
calculation of any such amounts and describing the averaging and
attribution methods used in determining such amounts, shall be
conclusive and binding for all purposes, absent manifest error.

          (c)  Promptly after giving any notice to the Company
pursuant to this section, a VFC Certificateholder will use its best
efforts to designate one of its offices located at an address other
than that previously designated pursuant to this Agreement as the
office from which its Commitment to fund Increases will be made
after the designation if it will avoid the need for, or materially
reduce the amount of, any payment to which the VFC
Certificateholder would otherwise be entitled pursuant to this
section and will not, in the sole discretion of the VFC
Certificateholder, be otherwise disadvantageous to the VFC
Certificateholder.

          SECTION 2.08.  Illegality; Unavailability.  (a)  In the
event that on any date any VFC Certificateholder shall have
determined (which determination, absent manifest error, shall be
final and conclusive and binding upon all parties) that the
continuation of its interest in the Invested Amount or its
Commitment to fund Increases in such Invested Amount as Eurodollar
Tranches has become unlawful by compliance by the VFC
Certificateholder in good faith with any law, governmental rule,
regulation or order or has become impossible as a result of a
contingency occurring after the date hereof that materially and
adversely affects its interbank eurodollar market, then, and in any
such event, that VFC Certificateholder shall promptly give notice
(by telephone confirmed in writing) to the Company, the Trustee and
the Agent (which notice the Agent shall promptly transmit to each
VFC Certificateholder) of that determination.  The obligation of
the affected VFC Certificateholder to maintain its interest in the
Invested Amount or its Commitment to fund Increases to such
Invested Amount as Eurodollar Tranches during any such period shall
be terminated at the earlier of the termination of the Funding
Period then in effect for each Eurodollar Tranche or when required
by law, and the Company shall, no later than the time specified for
the termination, convert such affected VFC Certificateholder's Pro
Rata Portion of the Invested Amount that constitute part of any
Eurodollar Tranche into a part of the Unallocated Balance.

          (b)  If, prior to the beginning of any Funding Period,
the Agent shall have determined (which determination shall be final
and conclusive and binding upon all parties) that:  (i) dollar
deposits in the relevant amount and for the Funding Period are not
available in the relevant interbank eurodollar market or (ii) by
reason of circumstances affecting the interbank eurodollar market,
that adequate and fair means do not exist for ascertaining the
Applicable Eurodollar Rate for a Eurodollar Tranche or (iii) by
reason of any change since the date of this Agreement in any
applicable law, governmental rule regulation or order, the
Applicable Eurodollar Rate does not adequately reflect the costs to
the VFC Certificateholders of funding or maintaining such
Eurodollar Tranche, then the Agent shall promptly give notice of
this determination to the Company and to each VFC
Certificateholder.  Thereafter, and continuing until the Agent
shall notify the Company that the circumstances giving rise to this
determination no longer exist, (x) each Eurodollar Tranche will, on
the last day of the applicable Funding Period, convert into a part
of the Unallocated Balance, (y) the right of the Company or the
Master Servicer to request Eurodollar Tranches shall be suspended
and (z) any portion of the Invested Amount requested to be made as
Eurodollar Tranches prior to such time but not yet made shall be
made as part of the Unallocated Balance.

          (c)  If circumstances subsequently change so that any
affected VFC Certificateholder shall determine that it is no longer
affected by any of the items described in this Section 2.08, the
VFC Certificateholder shall promptly notify the Company and the
Agent, and upon receipt of the notice, the obligations of the VFC
Certificateholder to maintain its interest in the Invested Amount
or its Commitment to fund Increases to such Invested Amount as
parts of Eurodollar Tranches shall be reinstated.

          SECTION 2.09.  Taxes.  (a)  All payments made by the
Company under this Agreement, the Pooling and Servicing Agreement
and the VFC Certificates shall be made free and clear of, and
without deduction or withholding for or on account of, any present
or future taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any governmental authority having taxing
authority, excluding net income taxes and franchise taxes (imposed
in lieu of income taxes) imposed on any Affected Person as a result
of any present or former connection between the jurisdiction of the
government or taxing authority imposing such tax or any political
subdivision or taxing authority thereof or therein and such
Affected Person (excluding a connection arising solely from such
Affected Person having executed, delivered or performed its
obligations or received a payment under, or enforced, this
Agreement, the Pooling and Servicing Agreement or the VFC
Certificates or any other related document to which such Affected
Person is a party) (all such non-excluded taxes, levies, imposts,
duties, charges, fees, deductions and withholdings being
hereinafter called "Taxes").  If any Taxes are required to be
withheld from any amounts payable to or under the VFC Certificates,
(i) the sum payable shall be increased as may be necessary so that,
after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.09), the
relevant Affected Person receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the
Company shall make such deductions, and (iii) the Company shall pay
the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law ; provided,
however, that if any Affected Person organized under the laws of
any jurisdiction outside the United States fails to provide forms
or other documents to the Company or the Agent as required by
subsection 2.09(e) and the Company, in accordance with such
paragraph is required to and does withhold Taxes from a payment
hereunder in an amount greater than it would have been required to
withhold if such Affected Person had provided the required forms or
other documents, any additional sum payable under clause (i) of
this sentence shall be computed as if the Company had withheld such
lesser amount.  In the event that Taxes consisting of a withholding
tax of the United States or any political subdivision thereof shall
after the date hereof be or become applicable to any payments by
the Company to an Affected Person holding an interest in the VFC
Certificates, such Affected Person, if a party hereto, shall use
its best efforts to transfer such interest to another lending
office of such Affected Person if such transfer would avoid or
reduce such Taxes and would not in the sole opinion of such
Affected Person be otherwise disadvantageous to such Affected
Person.  To the extent that Taxes consisting of a withholding tax
of the United States or any political subdivision thereof shall
after the date hereof be or become applicable to any payments by
the Company to an Affected Person not a party hereto holding a
direct or indirect interest in VFC Certificates held by an Affected
Person party hereto, such Affected Person party hereto will
endeavor to cause such Affected Person not party hereto to use its
best efforts to transfer such interest to another lending office of
such Affected Person not party hereto if such transfer would avoid
or reduce such Taxes and would not in the sole opinion of such
Affected Person not party hereto be otherwise disadvantageous to
such Affected Person not party hereto.

          (b)  In addition, the Company agrees to pay any present
or future stamp or documentary taxes or any other excise or
property taxes, charges, or similar levies that arise from any
payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement, the
Supplement, the Pooling Agreement, the Servicing Agreement or any
related documents or instruments (hereinafter "Other Taxes").

          (c)  The Company will indemnify each Affected Person for
the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.09 and any amounts required to
be paid by any Purchaser in respect of Taxes or Other Taxes to any
other Affected Person, whether by way of gross-up, indemnity or
otherwise paid by such Affected Person and, except to the extent
resulting from the gross negligence or willful misconduct of the
applicable Affected Person, any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto.
Whenever any Taxes are payable by the Company, as promptly as
possible thereafter the Company shall send to each Affected Person
a certified copy of an original official receipt received by the
Company showing payment thereof.  If the Company fails to pay any
Taxes when due to the appropriate taxing authority or fails to
remit to the relevant Affected Person the required receipts or
other required documentary evidence, the Company shall indemnify
such Affected Person for any incremental Taxes, interest or
penalties that such Affected Person is legally required to pay as a
result of any such failure.  The agreements in this subsection
shall survive the termination of this Agreement and the Supplement
and the payment of the VFC Certificates.

          (d)  Each Affected Person that is a party hereto agrees
to use its best efforts to inform the Company if any Taxes or Other
Taxes are imposed by any jurisdiction promptly after such Affected
Person becomes aware of any such Taxes or Other Taxes.  Each
Affected Person shall cooperate with the Company, at the Company's
expense, in contesting any Taxes or Other Taxes the Company is
required to bear under this Section 2.09.  Each Affected Person
that is a party hereto shall honor all reasonable requests from the
Company to file, or to provide the Company with, such returns,
statements or other documentation as shall enable such Affected
Person, or the Company on behalf thereof, to claim a reduced rate,
or exemption from, any Taxes or Other Taxes required to be borne by
the Company under this Section 2.09.  Each Affected Person that is
a party hereto further agrees that to the extent that any Affected
Person not party hereto holds a direct or indirect interest in VFC
Certificates held by an Affected Person party hereto, such Affected
Person party hereto will inform the Company, on behalf of such
Affected Person not party hereto, of the imposition of any Taxes or
Other Taxes, and will endeavor to cause such Affected Person not
party hereto to otherwise cooperate with the Company as provided in
this subsection 2.09(d).

          (e)  Each Affected Person that is also a VFC
Certificateholder and that is not created or organized under the
laws of the United States or a political subdivision thereof shall,
to the extent that it may then do so under applicable laws and
regulations, deliver to the Company (i) on or prior to the date
hereof, or, if later, the date on which such Affected Person
becomes an Affected Person, two (or such other number as may from
time to time be prescribed by applicable laws or regulations) duly
completed copies of IRS From 4224 or From 1001 (or any successor
forms or other certificates or statements which may be required
from time to time by the relevant United States taxing authorities
or applicable laws or regulations), as appropriate, to permit the
Company to make payments hereunder for the account of such Affected
Person without deduction or withholding of the United States
federal income or similar taxes and (ii) upon the obsolescence of
or after the occurrence of any event requiring a change in, any
form or certificate previously delivered pursuant to this
subsection 2.09(e), copies (in such numbers as may be from time to
time be prescribed by applicable laws or regulations) of such
additional, amended, or successor forms, certificates or statements
as may be required under applicable laws or regulations to permit
the Company to make payments hereunder for the account of such
Affected Person without deduction or withholding of United States
federal income or similar taxes.  To the extent that any Affected
Person not party hereto holds a direct or indirect interest in any
VFC Certificate held by an Affected Person party hereto, and such
Affected Person not party hereto is not created or organized under
the laws of the United States or a political subdivision thereof,
such Affected Person party hereto will endeavor to cause such
Affected Person not party hereto, to the extent that such Affected
Person not party hereto may then do so under applicable laws and
regulations, to deliver to such Affected Person party hereto (who
shall promptly deliver copies thereof to the Company and the
Agent), on or before the date hereof, or, if later, the date on
which such Affected Person not party hereto becomes an Affected
Person, two (or such other number as may from time to time be
prescribed by applicable laws or regulations) duly completed copies
of IRS From 4224 or From 1001 (or any successor forms or other
certificates or statements which may be required from time to time
by the relevant United States taxing authorities or applicable laws
or regulations), as appropriate, to permit such Affected Person not
party hereto to receive payments in respect of its interest in the
VFC Certificates and the related transactions without deduction or
withholding of United States federal income or similar taxes and
(ii) upon the obsolescence of or after the occurrence of any event
requiring a change in, any form or certificate previously delivered
pursuant to this subsection 2.09(e), copies (in such numbers as may
be from time to time be prescribed by applicable laws or
regulations) of such additional, amended, or successor forms,
certificates or statements as may to permit such Affected Person
not party hereto to receive payments in respect of its interest in
the VFC Certificates and the related transactions without deduction
or withholding of United States federal income or similar taxes.

ARTICLE III

CONDITIONS PRECEDENT

          SECTION 3.01.  Conditions Precedent to the Purchase.  The
Purchase is subject to the satisfaction at the time of the Closing
of the conditions precedent set forth below in this Section 3.01.

          (a)  The Agent shall have received on or before the
Closing Date each of the items listed on Schedule I hereto, each
(unless otherwise indicated) dated the Closing Date, in form and
substance satisfactory to the Agent.

          (b)  Each of this Agreement and the Pooling and Servicing
Agreement shall have become effective in accordance with their
respective terms, and all conditions to the issuance of the VFC
Certificates under the Pooling and Servicing Agreement shall have
been satisfied.

          (c)  All of the terms, covenants, agreements and
conditions of this Agreement and the Pooling and Servicing
Agreement to be complied with and performed by the respective
parties to such agreements by the Closing shall have been complied
with and performed.

          (d)  Each of the representations and warranties contained
in this Agreement and the Pooling and Servicing Agreement made by
each of the parties to such agreements shall be true and correct in
all material respects as of the time of the Closing as though made
as of such time.

          (e)  No Early Amortization Event or Potential Early
Amortization Event shall have occurred and be continuing.

          (f)  The Agent shall have received evidence satisfactory
in form and substance to the Agent that concurrently with the
Closing, the repayment of all "Term Certificates" under and as
defined in the Series 1994-1 Supplement dated as of November 16,
1994, among the Company, the Master Servicer and the Trustee shall
have been provided for which such evidence may include an
irrevocable notice from the Company to the holders of such Term
Certificates terminating the "Revolving Period" as defined in such
Series 1994-1 Supplement.

          (g)  The SFC Loan Agreement shall have become effective
in accordance with its terms, such SFC Loan Agreement shall be in
form and substance satisfactory to the Agent, and the initial
funding thereunder shall have been made in an amount sufficient to
repay in full all outstanding indebtedness under the Term Loan
Agreement and the Revolving Loan Agreement as in effect prior to
the Closing Date.

          (h)  The Pooling Agreement shall have been amended in a
manner satisfactory to the Agent such that, among other things, the
calculation of Overconcentration Amounts is based on Eligible
Receivables and on Obligor Limits as shall have been agreed among
the Company, SFC and the Agent.


          SECTION 3.02.  Conditions Precedent to Increase.  The
funding of any Increase pursuant to Section 2.04 hereof is subject
to the satisfaction, as of the applicable Increase Date, of the
following conditions:

          (a)  Each of the representations and warranties of each
of the SFC Group members contained in this Agreement, the Pooling
and Servicing Agreement and any other Transaction Document shall be
true and correct in all material respects as of the applicable
Increase Date as though made as of such time except to the extent
that any such representations and warranties expressly relate to an
earlier time; and

          (b)  No Early Amortization Event or Potential Early
Amortization Event shall have occurred and be continuing.

          (c)  If such Increase is made on the Issuance Date, the
Company shall have paid all fees under the Fee Letter which are
payable at or before such Issuance Date and shall have complied
with and performed all other terms, covenants and agreements
thereunder to be complied with or performed prior to the Issuance
Date.


ARTICLE IV

REPRESENTATIONS AND WARRANTIES

          SECTION 4.01.  Representations and Warranties of the
Company.  Each of the representations and warranties made by the
Company as of the Closing Date pursuant to the Pooling and
Servicing Agreement is incorporated herein by reference for the
benefit of each Purchaser and the Agent.  In addition, the Company
hereby represents and warrants to each Purchaser and the Agent as
of the Closing Date and each Increase Date that:

          (a)  The Company has full power and authority to own its
properties and conduct its business as such properties are
presently owned and such business is presently conducted, and to
execute, deliver and perform its obligations under this Agreement.

          (b)  The Company is duly qualified to do business and is
in good standing and has obtained all necessary licenses and
approvals, in each jurisdiction in which failure to so qualify or
to obtain such licenses and approvals could reasonably be expected
to have a material adverse effect either on the Company's ability
to perform its obligations hereunder or on the interests of any
Purchaser or the Agent under this Agreement.

          (c)  The execution and delivery of this Agreement by the
Company and the consummation of the transactions provided for in
this Agreement have been duly authorized by the Company by all
necessary corporate action on the part of the Company.

          (d)  The execution and delivery of this Agreement, the
performance of the transactions contemplated by this Agreement, and
the fulfillment of the terms hereof, do not and will not conflict
with or violate any Requirement of Law applicable to the Company or
conflict with, result in any breach of any of the material terms
and provisions of, or constitute (with or without notice or lapse
of time or both) a material default under, any indenture, contract,
instrument, mortgage, deed of trust or other agreement to which the
Company is a party or by which it or its properties are bound.

          (e)  There are no proceedings or, to the best knowledge
of the Company, investigations, pending or threatened against the
Company before any Governmental Authority (i) asserting the
illegality, validity or unenforceability, or seeking any
determination or ruling that would affect the legality, binding
effect, validity or enforceability, of this Agreement, (ii) seeking
to prevent the consummation of any of the transactions contemplated
by this Agreement, or (iii) seeking any determination or ruling
that is reasonably likely to materially and adversely affect the
financial condition or operations of the Company or the performance
by the Company of its obligations under this Agreement.  The
Company is not in default with respect to any order of any
Governmental Authority, except for such defaults that are not
reasonably likely to materially and adversely affect the financial
condition or operations of the Company or the performance by the
Company of its obligations under this Agreement.

          (f)  All authorizations, consents, orders and approvals
of, or registrations or declarations with, any Governmental
Authority required to be obtained, given or made by the Company in
connection with the execution and delivery by the Company of this
Agreement and the performance by the Company of the transactions
contemplated by this Agreement have been obtained, given or made
and are in full force and effect.

          (g)  This Agreement constitutes the legal, valid and
binding obligation of the Company enforceable against the Company
in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights
generally from time to time in effect or general principles of
equity.

          (h)  No proceeds of the Purchase hereunder will be used
by the Company (i) for a purpose that violates or would be
inconsistent with Regulations G, U or X promulgated by the Board of
Governors of the Federal Reserve System from time to time or (ii)
to acquire any security in any transaction that is subject to
Section 13 or 14 of the Securities Exchange Act of 1934, as
amended.

          (i)  No certificate, information, exhibit, financial or
other statement, document, book, record or report furnished or to
be furnished by the Company, any of its Affiliates, the Master
Servicer or their respective agents or representatives in connec
tion with this Agreement or the VFC Certificates and relating to
the Company, any of its Affiliates, the Master Servicer, the
Receivables or the transactions contemplated by this Agreement, the
VFC Certificates and the other instruments and agreements related
thereto is or shall be inaccurate in any material respect, or
contains or shall contain any material misstatement of fact, or
omits or shall omit to state a material fact or any fact necessary
to make the statements contained therein not materially misleading,
in each case, as of the date it is or shall be dated or (except as
otherwise disclosed in writing to the Agent or any Purchaser, as
the case may be, at such time) as of the date so furnished.

          (j)  The VFC Certificates have been duly and validly
authorized, and, when executed and authenticated in accordance with
the terms of the Pooling and Servicing Agreement and delivered to
and paid for by the Purchasers in accordance with this Agreement,
will be duly and validly issued and outstanding, and will be
entitled to the benefits of the Pooling and Servicing Agreement and
this Agreement.

          (k)  The Pooling and Servicing Agreement is in full force
and effect and no default or other event or circumstance has
occurred thereunder or in connection therewith that could
reasonably be expected to result in the termination of any such
agreement or any other interruption of the ongoing performance by
the parties to each such agreement of their respective obligations
thereunder.

          (l)  The Company is not required to register as an
"investment company" nor is the Company controlled by an
"investment company" within the meaning of the Investment Company
Act of 1940, as amended.

          (m)  No Early Amortization Event or Potential Early
Amortization Event has occurred and is continuing.

          (n)  Assuming the accuracy of the representations and
warranties of the Purchasers and their respective assignees in
Section 6.05 and assuming the Purchasers are not purchasing with a
view toward further distribution and there has been no general
solicitation or general advertising within the meaning of the
Securities Act, the offer and sale of the VFC Certificates in the
manner contemplated by this Agreement and the Pooling and Servicing
Agreement is a transaction exempt from the registration
requirements of the Securities Act.

          SECTION 4.02.  Representations and Warranties of the
Master Servicer.  Each of the representations and warranties made
by the Master Servicer as of the Closing Date pursuant to the
Pooling and Servicing Agreement and any other Transaction Document
is incorporated herein by reference and made for the benefit of
each Purchaser and the Agent.  In addition, the Master Servicer
hereby represents and warrants to each Purchaser and the Agent as
of the Closing Date and each Increase Date that:

          (a)  The audited financial statements and schedules of
SFC and its Subsidiaries for the period ended December 31, 1997 and
the unaudited financial statements of SFC and its Subsidiaries for
the period ended September 30, 1997, each as, or as will be, filed
with the Securities Exchange Commission on Forms 10-K and 10-Q,
respectively, (the "Financial Statements"), present fairly in all
material respects the financial position, results of operations and
cash flows of SFC at the dates and for the periods to which they
relate and have been prepared in accordance with generally
acceptance accounting principles applied on a consistent bases,
except as otherwise stated therein (subject, in the case of
unaudited statements, to normal and recurring audit adjustments);

          (b)  Except as disclosed in writing to the Agent and as
described on Exhibit 4.02 hereto, since the date of the Financial
Statements (i) there has been no material adverse change in the
condition, financial or otherwise, or the earnings or business
affairs of SFC or any Subsidiary, wether or not arising in the
ordinary course of business, and (ii) there have been no
transactions entered into by SFC or any Subsidiary that are
materially adverse with respect to the condition, financial or
otherwise, or the earnings or business affairs of SFC or any
Subsidiary.

          (c)  None of the Sellers have granted any Liens (other
than Permitted Liens) with respect to their inventory the sale of
which will give rise to a Receivable included in the Trust Assets
except pursuant to documentation, in form and substance which has
been approved by the Agent, which confirms that such Liens do not
attach to and are automatically released from, any Receivables and
Related Property sold to the Company.

          (d)  Notwithstanding anything to the contrary contained
in any Transaction Document, to the extent the Master Servicer
delegates or assigns any of its obligations under the Servicing
Agreement to a Seller or Seller Group, the Master Servicer's
obligations under such Servicing Agreement shall continue in full
force and effect despite such delegation or assignment.

ARTICLE V

THE AGENT

          SECTION 5.01.  Authorization and Action.  (a)  The
Purchasers hereby designate and appoint Bankers Trust Company as
Agent and each Purchaser hereby authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under
this Agreement and any related agreement, instrument and document
as are delegated to the Agent by the terms hereof or thereof,
together with such powers as are reasonably incidental thereto.
The Agent reserves the right, in its sole discretion, but subject
to such restrictions as may be set forth with respect to the
Purchasers in this Agreement or any related agreement, instrument
or document, to exercise any rights and remedies under this
Agreement or any related agreement, instrument or document executed
and delivered pursuant hereto, or pursuant to applicable law, and
also to agree to any amendment, modification or waiver of this
Agreement or any related agreement, instrument and document, in
each instance, on behalf of the Purchasers.  Notwithstanding
anything herein or elsewhere to the contrary, the Agent shall not
be required to take any action which exposes the Agent to personal
liability or which is contrary to this Agreement or applicable law.
The appointment and authority of the Agent hereunder shall
terminate on the date after the Commitment Termination Date on
which the Invested Amount of the VFC Certificates has been reduced
to zero.

          (b)  Without limiting the authorization of and delegation
to the Agent set forth in the foregoing subsection 5.01(a), it is
hereby acknowledged and agreed that all payments in respect of the
VFC Certificates and in respect of fees and other amounts owing to
the Purchasers or any other Person under this Agreement shall,
except as otherwise expressly provided herein, be remitted by the
applicable payor to the Agent, and the Agent shall distribute all
such amounts, promptly following receipt thereof, to the applicable
parties in interest according to their respective interests
therein, determined by reference to the terms of the Pooling and
Servicing Agreement, this Agreement and the Agent's books and
records relating to the VFC Certificates, the Pooling and Servicing
Agreement and this Agreement (it being agreed that the entries made
in such books and records of the Agent shall be conclusive and
binding for all purposes absent manifest error).

          SECTION 5.02.  The Agent's Reliance, Etc.  The Agent
shall not have any duties or responsibilities except those
expressly set forth in this Agreement or in the Supplement.
Neither the Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be
taken by it or them as the Agent under or in connection with this
Agreement or any related agreement, instrument or document except
for its or their own gross negligence or willful misconduct.
Without limiting the foregoing, the Agent:  (a) may consult with
legal counsel (including counsel for the Company, the Master
Servicer, any Seller or the Trustee), independent public
accountants, consultants and other experts selected by it and shall
not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel,
accountants or experts; (b) makes no warranty or representation to
any Purchaser and shall not be responsible to any Purchaser for any
statements, warranties or representations made in or in connection
with this Agreement or in connection with any related agreement,
instrument or document; (c) shall not have any duty to ascertain or
to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement or any related agreement,
instrument or document on the part of the Company, the Trustee, the
Master Servicer or any Seller or to inspect the property (including
the books and records) of the Company, any Seller, the Trustee or
the Master Servicer; (d) shall not be responsible to any Purchaser
for the due execution, legality, validity, enforceability, genuine
ness or sufficiency of value of this Agreement or any related
agreement, instrument or document; (e) shall not be deemed to be
acting as any Purchaser's trustee or otherwise in a fiduciary
capacity hereunder or in connection with any related agreement,
instrument or document; and (f) shall incur no liability under or
in respect of this Agreement or any related agreement, instrument
or document by acting upon any notice (including notice by
telephone), consent, certificate or other instrument or writing
(which may be by telex or facsimile) believed by it to be genuine
and signed or sent by the proper party or parties.

          SECTION 5.03.  The Agent and Affiliates.  To the extent
that the Agent or any of its Affiliates shall become a VFC
Certificateholder, the Agent or such Affiliate, in such capacity,
shall have the same rights and powers under this Agreement and each
related agreement, instrument and document as would any Purchaser
and may exercise the same as though it were not the Agent.  The
Agent and its Affiliates may generally engage in any kind of
business with any Seller, the Company, the Master Servicer, the
Trustee or any Obligor or any of their respective Affiliates and
any Person who may do business with or own securities of any of the
foregoing, all as if it were not the Agent and without any duty to
account therefor to any Purchaser.

          SECTION 5.04.  Purchase Decision.  Each Purchaser
acknowledges that it has, independently and without reliance upon
the Agent or any of its Affiliates, and based on such documents and
information as it has deemed appropriate, made its own evaluation
and decision to enter into this Agreement and to purchase the VFC
Certificates including as to the financial condition and affairs of
the Company, each Seller, the Master Servicer and the Receivables.
Each  Purchaser also acknowledges that it will, independently and
without reliance upon the Agent or any of its Affiliates, and based
on such documents and information as it shall deem appropriate at
the time, continue to make its own decisions in taking or not
taking action under this Agreement or any related agreement,
instrument or other document.  The Agent shall not have any
responsibility or duty, either initially or on a continuing basis,
to provide any Purchaser with any credit or other information with
respect thereto, whether coming into its possession before the
Closing Date or any Increase Date or at any time or times
thereafter.

          SECTION 5.05.  Indemnification.  Each Purchaser agrees,
on the basis of its Pro Rata Share, to indemnify the Agent (to the
extent not reimbursed by the Company or the Master Servicer) from
and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses, or
disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against the Agent in any way relating
to or arising out of this Agreement or any related agreement,
instrument or document, or any action taken or omitted by the Agent
under this Agreement, or any related agreement, instrument or
document; provided, however, that no Purchaser shall be liable for
any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses, or
disbursements resulting from the Agent's gross negligence or
willful misconduct.  Without limitation of the generality of the
foregoing, each Purchaser agrees, on the basis of its Pro Rata
Share, to reimburse the Agent, promptly upon demand, for any out-of-
pocket expenses (including reasonable counsel fees) incurred by the
Agent in connection with the administration, modification,
amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights
or responsibilities under this Agreement or any related agreement,
instrument or document.

          SECTION 5.06.  Resignation by the Agent.  (a)  The Agent
may resign at any time by giving notice to the Company and the
Purchasers.  The resignation shall take effect upon the appointment
of a successor Agent pursuant to subsections (b) and (c) below or
as otherwise provided below.

          (b)  Upon any notice of resignation, the Control Party
shall appoint a successor Agent hereunder who shall be a commercial
bank or trust company reasonably acceptable to the Company (it
being understood and agreed that any Purchaser is deemed to be
acceptable to the Company).

          (c)  If a successor Agent shall not have been appointed
within 30 days after the delivery of the notice referred to in
subsection (a), the Agent, with the consent of the Company, shall
then appoint a successor Agent who shall serve as Agent hereunder
until the time, if any, that the Control Party appoints a successor
Agent as provided above.

          (d)  If no successor Agent has been appointed pursuant to
subsection (b) or (c) above by the 60th day after the date notice
of resignation was given by the Agent, the Agent's resignation
shall become effective and the Purchasers shall thereafter perform
all the duties of the Agent under this Agreement and the Supplement
until the time, if any, that the Purchasers appoint a successor
Agent as provided above.


ARTICLE VI

MISCELLANEOUS

          SECTION 6.01.  Amendments, Waivers and Consents, Etc.  No
amendment to or waiver of any provision of this Agreement or the
Pooling and Servicing Agreement, nor consent to any departure by
the Company or the Master Servicer therefrom, shall in any event be
effective unless the same shall be in writing and signed by the
Company, the Master Servicer and the Agent acting on behalf of the
Required Certificateholders; provided, however, that no amendment
shall (a) decrease the outstanding amount of, or extend the
repayment of or any scheduled payment date for the payment of, any
interest in respect of the VFC Certificates or any fees owed to a
VFC Certificateholder without its prior written consent, (b)
forgive or waive or otherwise excuse any repayment of the Invested
Amount without the prior written consent of each VFC
Certificateholder affected thereby, (c) increase the Commitment of
any VFC Certificateholder without its prior written consent, (d)
waive any of the requirements hereunder that the security interest
of the Trustee in the Receivables and the other Trust Assets be
perfected by appropriate UCC filings without the prior written
consent of each VFC Certificateholder or (e) amend, modify or
otherwise affect the rights or duties of the Agent hereunder
without the prior written consent of the Agent; provided, however,
that this Agreement may not be amended unless the Company shall
have delivered the proposed amendment to the Rating Agency at least
ten Business Days (or a shorter period that shall be acceptable to
them) prior to the execution and delivery thereof and the Rating
Agency shall not as a result of such amendment, have downgraded the
rating assigned to the VFC Certificates immediately prior to such
amendment.  Each VFC Certificateholder shall be bound by any
modification, waiver or consent authorized by this section, whether
or not its VFC Certificate shall have been marked to indicate the
modification, waiver or consent.  This Agreement and the other
agreements, instruments and documents executed and delivered
pursuant hereto contain a final and complete integration of all
prior expressions by the parties hereto and thereto with respect to
the subject matter hereof and thereof and shall constitute the
entire agreement among the parties hereto and thereto with respect
to the subject matter hereof and thereof, superseding all prior
oral or written understandings.

          SECTION 6.02.  Notices.  All notices and other
communications provided for hereunder shall, unless otherwise
stated herein, be in writing (including telex communication and
communication by facsimile copy) and mailed, telexed, transmitted
or delivered, as to each party hereto, at its address set forth
under its name on the signature pages hereof or at such other
address as shall be designated by such party in a written notice to
the other parties hereto.  All such notices and communications
shall be effective, upon receipt, or in the case of delivery by
mail, five days after being deposited in the United States mails,
or, in the case of notice by telex, when telexed against receipt of
answer back, or in the case of notice by facsimile copy, when
verbal communication of receipt is obtained.

          SECTION 6.03.  No Waiver; Remedies; Rights of Purchaser,
Etc.  Any waiver, consent or approval given by any party hereto
shall be effective only in the specific instance and for the
specific purpose for which given, and no waiver by a party of any
breach or default under this Agreement shall be deemed a waiver of
any other breach or default.  No failure on the part of any party
hereto to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder, or any abandonment or
discontinuation of steps to enforce the right, power or privilege,
preclude any other or further exercise thereof or the exercise of
any other right.  No notice to or demand on any party hereto in any
case shall entitle such party to any other or further notice or
demand in the same, similar or other circumstances.  The remedies
herein provided are cumulative and not exclusive of any remedies
provided by law.

          SECTION 6.04.  Binding Effect; Assignability.

          (a)  This Agreement shall be binding upon each of and
inure to the benefit of the Company, the Master Servicer, the
Agent, each Purchaser and their respective successors and permitted
assigns.

          (b)  The Company shall not assign any of its rights and
obligations hereunder or any interest herein without the prior
written consent of the Agent and each Purchaser.  Without the prior
written consent of the Agent and each Purchaser, the Master
Servicer shall not assign any of its rights and obligations
hereunder or any interest herein to any Person other than a
Successor Servicer.
          (c)  Each VFC Certificateholder may, in accordance with
Sections 2.6 and 8.7 of the Supplement, at any time sell to one or
more banks or other entities ("Participants") participating
interests in all or any portion of its VFC Certificates and its
Commitment.  In the event of any sale by a VFC Certificateholder of
participating interests to a Participant, the VFC
Certificateholder's obligations under this Agreement shall remain
unchanged, the VFC Certificateholder shall remain solely
responsible for the performance thereof, and the VFC
Certificateholder shall remain the holder of its rights under its
VFC Certificate and this Agreement for all purposes hereunder, and
the other parties hereunder shall continue to deal solely and
directly with the VFC Certificateholder in connection with such
rights and obligations under this Agreement.  The Company agrees
that each Participant shall be entitled to the benefits of Sections
2.07, 2.08 and 2.09 with respect to its participation in the VFC
Certificate (it being understood that amounts payable to any
Participant under Section 2.09 will be limited as provided in
Section 2.09 absent compliance by such participant with such
Section).

          (d)  Any VFC Certificateholder may, in accordance with
Sections 2.6 and 8.7 of the Supplement, at any time assign to one
or more banks or financial institutions ("Assignees") all or any
part of its Commitment; provided, however, that (i) unless assigned
to an Affiliate of the VFC Certificateholder, it assigns all of its
Commitment or a portion of its Commitment in an amount not less
than $5,000,000, (ii) after the assignment, the VFC
Certificateholder and its Affiliates continue to hold at least
$5,000,000 of Commitment or have reduced their Commitment to $0,
(iii) any Assignee, other than an Affiliate of the VFC
Certificateholder, must be reasonably acceptable to the Company and
the Agent, (iv) if such Assignee is organized under the laws of a
jurisdiction outside the United States of America, such Assignee
shall satisfy the requirements of Section 2.09, or amounts payable
to it under Section 2.09 shall be limited to amounts that would be
payable such Assignee had complied with Section 2.09, and (v) any
such assignment shall be subject to the prior written consent of
the Company, which consent shall not be unreasonably delayed or
withheld.  In the event of any assignment, the VFC
Certificateholder shall give notice to the Company and the Agent
and shall deliver to the Agent, for acceptance and recording in its
records, an assignment agreement substantially in the form of
Exhibit A together with a processing and recordation fee of $3,500.
Within five Business Days of receipt thereof, the Agent shall, if
the assignment agreement has been fully executed by the Assignee,
the assignor VFC Certificateholder and the Company, is completed
and is in substantially the form of Exhibit A, execute the
assignment agreement and record the information contained therein
in its records.  Upon the earlier of the expiration of the fifth
Business Day after receipt or the date of such recording, the
assignment will become effective.  The Company, the Agent and the
assignor VFC Certificateholder agree to extend the rights and
benefits with respect to the Company under this Agreement to the
Assignee to the extent the Assignee would have had if it were a VFC
Certificateholder that was an original signatory to this Agreement;
provided, that the Company shall be entitled to continue to deal
solely and directly with the assignor VFC Certificateholder in
connection with the interests so assigned to the Assignee until the
assignment agreement and any required fee, as described above,
shall have been delivered to the Company and the Agent by the VFC
Certificateholder and the Assignee and the assignment shall have
become effective.  Upon the effective assignment of any Commitment,
the VFC Certificateholder assigning such Commitment shall be
relieved of its obligations hereunder to the extent of the
assignment.

          (e)  The sale or assignment of any Commitment to any
Assignee or Participant (each, a "Transferee") shall not be
effective until it has agreed to be bound by the provisions of
Section 6.08.  The Company and SFC each authorize the VFC
Certificateholders to disclose to any Transferee and any
prospective Transferee any and all information in their possession
concerning the Company and SFC that has been delivered to them by
the Company, Aggregate Commitment, the Trustee and/or the Agent in
connection with their credit evaluation of the Trust Assets prior
to entering into this Agreement.

          (f)  Notwithstanding any other provisions set forth in
this Agreement, the VFC Certificateholders may at any time create a
security interest in all or any portion of their rights under this
Agreement and the VFC Certificates in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of
the Federal Reserve System.

          (g)  This Agreement shall create and constitute the con
tinuing obligations of the parties hereto in accordance with its
terms, and shall remain in full force and effect until the date on
which the Invested Amount of the VFC Certificates has been paid in
full; provided, however, that the rights and remedies with respect
to any breach of any representation and warranty made by the
Company or the Master Servicer pursuant to Article IV and, the
rights and remedies described in Sections 2.07, 2.08, 2.09 and 6.07
shall be continuing and shall survive any termination of this Agree
ment.

          SECTION 6.05.  Securities Laws; Certificates as Evidence
of Indebtedness.

          (a)  Each Purchaser acknowledges, represents, warrants
and covenants, as applicable, to the Company as of the Closing Date
that:

          (i)  the VFC Certificates have not been and will not be
     registered under the Securities Act and are being offered and
     sold to the Purchaser in reliance upon the exemption provided
     in Section 4(2) of the Securities Act, and have not and will
     not be registered or qualified under the securities or "blue
     sky" laws of any jurisdiction, and may not be resold or
     otherwise transferred unless so registered or qualified or
     unless any exemption from such requirements is available;

          (ii)  the Purchaser is purchasing the VFC Certificates in
     the ordinary course of its business and for investment only
     solely for its own account or accounts for which it exercises
     sole investment discretion and not as nominee or agent for any
     other Person and not with a view to, or for offer or sale in
     connection with, any distribution thereof (within the meaning
     of the Securities Act) that would be in violation of the
     securities laws of the United States of America or any state
     thereof;

          (iii)  the Purchaser is an "Accredited Investor" (as
     defined under Rule 5.01(a)(1), (2), (3) or (7), of the
     Securities Act) or a sophisticated institutional investor, or,
     if the VFC Certificates are to be purchased for one or more
     institutional accounts ("investor accounts") for which it is
     acting as a fiduciary or agent, each such investor account is
     an Accredited Investor or a sophisticated institutional
     investor;

          (iv)  the Purchaser invests in or has such knowledge and
     experience in business and financial matters and with respect
     to investments in securities so as to enable it to understand
     and evaluate the risks of such investments and form an
     investment decision with respect thereto and is able to bear
     the risk of such investment for an indefinite period and to
     afford a complete loss thereof;

          (v)  the Purchaser has been afforded access to
     information (including the financial condition) about the
     Company, the Master Servicer and the Sellers to enable it to
     evaluate its investment in the VFC Certificates, acknowledges
     receipt of such information and further acknowledges that it
     has been afforded the opportunity (A) to ask such questions as
     it has deemed necessary of, and to receive answers from,
     representatives of the Company, the Master Servicer and the
     Sellers concerning the terms and conditions of the offering of
     the VFC Certificates and the merits and risks of investing in
     the VFC Certificates and (B) to obtain such additional
     information which the Company, the Master Servicer or any of
     the Sellers, as the case may be, possess or can acquire
     without unreasonable effort and expense that is necessary to
     verify the accuracy and completeness of the information
     described above in this clause (v);

          (vi)  the Purchaser acknowledges that the expressed
     intent of the Company is that the VFC Certificates are being
     issued only in transactions not involving any public offering
     within the meaning of the Securities Act and that the VFC
     Certificates will bear a legend substantially as set forth in
     the form of the VFC Certificates included in the Supplement
     and will be subject to certain limitations on transfer and
     exchange specified in the Agreement, the Supplement and the
     other Transaction Documents;

          (vii)  the Purchaser is not an ERISA Entity; and

          (viii)  the execution, delivery, and performance of this
     Agreement has been duly authorized by all necessary corporate
     action on the part of the Purchaser; this Agreement has been
     duly executed and delivered by the Purchaser and this
     Agreement constitutes the legal, valid and binding obligations
     of the Purchaser, enforceable in accordance with its terms,
     except as enforceability may be limited by applicable
     bankruptcy, insolvency, reorganization, moratorium or other
     similar laws now or hereinafter in effect, affecting the
     enforcement of creditors' rights and except as such
     enforceability may be limited by general principles of equity
     (whether considered in a proceeding at law or in equity).

          (b)  It is the intent of the Company and each Purchaser
that, for federal, state and local income and franchise tax
purposes, the VFC Certificates will be evidence of indebtedness of
the Company.  The Company and each Purchaser agree to treat the VFC
Certificates for federal, state and local income and franchise tax
purposes as indebtedness of the Company secured by the Series
Collateral and the other Pledged Assets.

          SECTION 6.06.  GOVERNING LAW; WAIVER OF JURY TRIAL. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES.  TO THE EXTENT PERMITTED BY LAW, EACH OF THE
PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE
IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE, BETWEEN THE COMPANY OR THE MASTER SERVICER AND THE
PURCHASER OR THE AGENT ARISING OUT OF, CONNECTED WITH, RELATED TO,
OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH
THIS AGREEMENT.  INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

          SECTION 6.07.  Costs and Expenses.  The Company agrees to
pay on demand to (i) the Agent all reasonable costs and expenses in
connection with the preparation, execution, delivery and adminis
tration (including periodic auditing and rating agency fees, costs
and expenses) of this Agreement, the Pooling and Servicing
Agreement and the other documents to be delivered in connection
herewith and therewith, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Agent
with respect thereto and with respect to advising the Agent, as to
its rights and remedies and the rights and remedies of the
Purchasers under this Agreement and the other documents delivered
hereunder or in connection herewith and (ii) the Agent and any
Affected Person, all reasonable costs and expenses, if any
(including reasonable counsel fees and expenses), in connection
with the enforcement of this Agreement, and the other documents
delivered hereunder or in connection herewith.

          SECTION 6.08.  No Proceedings.  SFC, the Agent and each
Purchaser hereby agrees that it will not institute against, or join
any other Person in instituting against, the Company any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any federal or state bankruptcy or similar law for
one year and a day after the last day on which the VFC Certificates
shall have been outstanding.  The foregoing shall not limit the
right of SFC, the Agent or any VFC Certificateholder to file any
claim in or otherwise take any action with respect to any
insolvency proceeding that was instituted against the Company by
any other Person.

          SECTION 6.09.  Execution in Counterparts; Severability.
This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.
In case any provision in or obligation under this Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions
or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

          SECTION 6.10.  Liabilities of the Company.
Notwithstanding any provision to the contrary in this Agreement,
amounts payable by the Company hereunder pursuant to Section 2.07,
2.08, 2.09 or 6.07 shall be payable solely from Available Funds,
shall be non-recourse to the Company other than with respect to
Available Funds necessary to make such payment, and, until the
earliest date on which proceedings of the type described in
subsection 7.1(a) of the Pooling Agreement either are or pursuant
to the terms of the Pooling Agreement, could be initiated against
the Company, shall not constitute a claim against the Company to
the extent that insufficient Available Funds exist to make such
payment.

          IN WITNESS WHEREOF, the parties have caused this Agree
ment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


COMPANY:                 SPECIALTY FOODS FINANCE CORPORATION




                         By:______________________________
                            Name:
                            Title:  Vice President, Treasurer
                                and Assistant Secretary

                         c/o H&M Food Systems
                         3709 East First Street
                         Fort Worth, Texas  76111
                         Attention: Chief Financial Officer
                         Telephone:  (817) 831-0981
                         Facsimile:  (817) 838-4468


MASTER SERVICER:         SPECIALTY FOODS CORPORATION




                         By:______________________________
                            Name:
                            Title:  Vice President and Treasurer


                         520 Lake Cook Road
                         Suite 520
                         Deerfield, Illinois 60015
                         Attention: Chief Financial Officer
                         Telephone:  (847) 405-5303
                         Facsimile:    (847) 405-5310


PURCHASERS:              BANKERS TRUST COMPANY

Commitment
$75,000,000
                         By:______________________________
                               Name:
                               Title:

                         14 Wall Street, 3rd Floor
                         New York, New York 10006
                         Attention: Karen Minissale
                         Telephone No.: (212) 618-2608
                         Facsimile No.:  (212) 618-2639


AGENT:                   BANKERS TRUST COMPANY, as Agent




                         By:______________________________
                               Name:
                               Title:


                         14 Wall Street, 3rd Floor
                         New York, New York 10006
                         Attention: Karen Minnisale
                         Telephone No.: (212) 618-2608
                         Facsimile No.:  (212) 618-2639
SCHEDULE I


CONDITIONS PRECEDENT DOCUMENTS


          (a)  A fully executed copy of the Receivables Sale
Agreement together with all amendments thereto in effect as
of the Closing Date, and copies of the other instruments,
agreements and documents required to be delivered
thereunder.

          (b)  Fully executed copies of each of the Pooling
Agreement and the Servicing Agreement with all amendments
thereto in effect as of the Closing Date and copies of the
other instruments, agreements and documents required to be
delivered thereunder.

          (c)  A fully executed copy of the Supplement and
copies of the other instruments, agreements and documents
required to be delivered thereunder.

          (d)  A fully executed copy of Amendment No. 5 to
each of the Pooling Agreement and Receivables Sale Agreement
and Amendment No. 1 to the Servicing Agreement.

          (e)  A fully executed copy of the Consent from
Capital Markets Assurance Corporation and the Control Party
for the Term Certificates, Series 1994-1, and from Bankers
Trust Company, as Agent on behalf of the VFC
Certificateholders.

          (f)  Letter from Standard & Poor Ratings Group
assigning a rating of BBB for the VFC Certificates issued
pursuant to the Supplement.

          (g)  A fully executed copy of the Guaranty.

          (h)  Evidence that, on or before the Closing Date,
proper financing statements (Form UCC-1) or other, similar
instruments or documents have been filed, in each case as
may be necessary or, in the opinion of the Agent, desirable
under the UCC or any comparable law to perfect in first
priority position the security interest and Lien of the
Trustee in the Trust Assets.

          (i)  A certificate of the Secretary or Assistant
Secretary of the Company dated the date of this Agreement,
certifying (i) the names and true signatures of the
incumbent officers of the Company authorized to sign this
Agreement and the Supplement on behalf of the Company and
the other documents to be delivered by it hereunder and
thereunder (on which certificate the Agent and each
Purchaser may conclusively rely until such time as the Agent
shall receive from the Company a revised certificate meeting
the requirements of this paragraph (f)), (ii) that the copy
of the certificate of incorporation of the Company attached
thereto is a complete and correct copy and that such
certificate has not been amended, modified or supplemented
and is in full force and effect, (iii) that the copy of the
by-laws attached thereto is a complete and correct copy and
that such by-laws have not been amended, modified or
supplemented and is in full force and effect, and (iv) that
the authorizing resolutions of the board of directors of the
Company attached thereto approving and authorizing the
execution, delivery and performance by the Company of this
Agreement, the Supplement and the documents related thereto
is a complete and correct copy
and that such resolutions have not been amended, modified or
supplemented and are in full force and effect.

          (j)  A certificate of an Officer of the Company
certifying (a) the accuracy of the representations and
warranties of the Company made under the Program Documents,
(b) the satisfaction of all the conditions precedent
required under Section 5.10(b) of the Pooling Agreement, and
(c) that the Amendment shall not adversely affect in any
material respect the interest of the Series 1994-1 Term
Certificateholders or the Series 1998-1 VFC
Certificateholders.

          (k)  A certificate of the Secretary or Assistant
Secretary of the Master Servicer dated the date of this
Agreement, certifying (i) the names and true signatures of
the incumbent officers of the Master Servicer authorized to
sign this Agreement and the Supplement on behalf of the
Master Servicer and the other documents to be delivered by
it hereunder and thereunder (on which certificate the Agent
and each Purchaser may conclusively rely until such time as
the Agent shall receive from the Master Servicer a revised
certificate meeting the requirements of this paragraph (g)),
(ii) that the copy of the certificate of incorporation of
the Master Servicer attached thereto is a complete and
correct copy and that such certificate has not been amended,
modified or supplemented and is in full force and effect,
(iii) that the copy of the by-laws attached thereto is a
complete and correct copy and that such by-laws have not
been amended, modified or supplemented and is in full force
and effect, and (iv) that the authorizing resolutions of the
board of directors of the Master Servicer attached thereto
approving and authorizing the execution, delivery and
performance by the Master Servicer of this Agreement, the
Supplement and the documents related thereto is a complete
and correct copy and that such resolutions have not been
amended, modified or supplemented and are in full force and
effect.

          (l)  A certificate of the Secretary or Assistant
Secretary of each of the Sellers under and as defined by the
Receivables Sale Agreement, dated the date of this
Agreement, certifying (i) the names and true signatures of
the incumbent officers of each Seller authorized to sign the
Amendment on behalf of each respective Seller and the other
documents to be delivered by each Seller thereunder, and
(ii) that the authorizing resolutions of the board of
directors of each of the Sellers attached thereto approving
and authorizing the execution, delivery and performance by
each Seller of the Amendment and the documents related
thereto is a complete and correct copy and that such
resolutions have not been amended, modified or supplemented
and are in full force and effect.

          (m)  Good standing certificates for each of the
Company and the Master Servicer issued by the Secretaries of
State of Delaware, Illinois and Texas dated as of a date no
earlier than ten days prior to the date of the Closing.

          (n)  Opinions of (i) Paul, Weiss, Rifkind &
Garrison, (ii) Foley & Lardner, (iii) Dorsey & Whitney, LLP
(iv) Kelley, Hart & Hallman, and (v) Robert Aiken, counsel
for the Company, the Master Servicer and each applicable
Seller, regarding, as applicable, due authorization and
execution, enforceability, true sale and non-consolidation,
perfection and priority of security interests and federal
and state tax matters; provided, however, that with respect
to issues of true sale and non-consolidation, such counsel,
as applicable, may issue letters entitling the Agent and
Purchasers to rely on their prior opinions on such subjects
given in connection with the initial closing under the
Pooling Agreement.

          (o)  Opinion of Thacher, Proffitt & Wood, counsel
for the Trustee.

          (p)  UCC, tax lien and judgment search reports
listing filings against the Company and each Seller under
and as defined in the Receivables Sale Agreement in all
applicable jurisdictions.
EXHIBIT A



FORM OF ASSIGNMENT AGREEMENT

     This ASSIGNMENT AGREEMENT, dated as of ____________
(this "Agreement"), is made between ____________________
(the "Assignor"), and _____________________ (the
"Assignee").  Except as otherwise defined herein,
capitalized terms have the meanings assigned to them in the
Certificate Purchase Agreement (as defined below).


BACKGROUND


     1.  The Assignor is a party to the Certificate Purchase
Agreement, dated as of March ___, 1998 (as amended,
supplemented or otherwise modified from time to time, the
"Certificate Purchase Agreement"), among Specialty Foods
Finance Corporation, a Delaware corporation (the "Company"),
Specialty Foods Corporation, a Delaware corporation, the VFC
Certificateholders party thereto (including the Assignor),
and Bankers Trust Company, as the Agent.

     2.  The Assignor wishes to assign, and the Assignee
wishes to be so assigned, the Assignor's rights and
obligations arising on and after the Effective Date (as
defined below) under the Certificate Purchase Agreement and
its VFC Certificate, including (a) its Commitment and (b)
its Pro Rata Share of the Invested Amount.

     3.  The Assignor and the Assignee also wish (a) the
Assignee to assume the obligations of the Assignor under the
Certificate Purchase Agreement with respect to the
Assignee's Share (as defined below) to the extent of the
rights assigned and (b) the Assignor to be released from the
obligations assumed by Assignee.

     4.  The Company, by its execution hereof, is providing
its written consent to the assignment accomplished by this
Agreement.

     SECTION 1.  Assignment.  Effective on the Effective
Date (as defined below) and upon payment of the amount
specified in Section 3(a), the Assignor hereby assigns and
transfers to the Assignee, without recourse, representation
or warranty of any kind, express or implied (except as
provided in Sections 6(a) and (b)), and subject to Section
4(b), the Assignee's Share (as specified in Annex I hereto)
(the "Assignee's Share") of all of the Assignor's rights,
title and interest arising under (a) the Certificate
Purchase Agreement relating to the Assignor's Commitment
including all rights and obligations with respect to the
Invested Amount attributable to the Assignee's Share and (b)
the Assignor's VFC Certificate with respect to the
Assignee's Share as will result in the Assignee having from
and after the Effective Date the Commitment ("Assignee's
Commitment") specified in Annex I which shall be the face
amount of such Assignee's VFC Certificate.

     SECTION 2.  Assumption.  Effective on the Effective
Date, the Assignee hereby irrevocably purchases, assumes and
takes from the Assignor, and the Assignor is hereby
expressly and absolutely released from, all of the
Assignor's obligations arising under the Certificate
Purchase Agreement relating to the Assignee's Share and of
any outstanding Invested Amount attributable to the
Assignee's Share.

     SECTION 3.  Payment.  In consideration of the
assignment by the Assignor to the Assignee as set forth
above, the Assignee agrees to pay to the Assignor, in
Dollars and in immediately available funds, (a) on or prior
to the Effective Date, an amount specified by the Assignor
in writing on or prior to the Effective Date that represents
the Assignee's Share attributable to the Assignor's Pro Rata
Share of the Invested Amount made pursuant to the
Certificate Purchase Agreement and outstanding on the
Effective Date, and (b) from time to time thereafter, other
amounts (if any) that the Assignee has agreed in writing to
pay to the Assignor after the Effective Date.

     Notwithstanding anything to the contrary in this
Agreement, if and when the Assignee receives or collects (x)
any payment of principal or interest relating to any VFC
Certificate that is not attributable to Assignee's Share or
(y) any payment of fees that are required to be paid to the
Assignor pursuant to this Agreement, then the Assignee shall
forward the payment to the Assignor.

     To the extent payment of funds to the Assignee or the
Assignor are not made within two Business Days, each, as the
case may be, shall be entitled to recover the due amount,
together with interest thereon at the Federal Funds Rate (as
defined in the Supplement) per annum accruing from the date
of payment or the date of receipt of the funds by the other
party.

     SECTION 4.  Effectiveness.  (a)(i)  This Agreement
shall become effective on the date (the "Effective Date") on
which it shall have been duly executed by all parties, the
parties hereto have paid the processing and recording fee
required by Section 6.04(d) of the Certificate Purchase
Agreement and the Agent shall have recorded the information
contained herein in its records.  The Assignor hereby
notifies the Agent of the assignment, effective as of the
Effective Date, of the Assignee's Share of Assignor's Pro
Rata Share of the Invested Amount attributable to the
Assignee's Share, and directs the Agent to pay the Assignee,
(A) any payment of principal of, or interest on, any VFC
Certificate attributable to the Assignee's Share and (B) any
Non-Usage Fees attributable to the Assignee's Share of the
Commitment.  No (x) failure of either the Assignee or the
Assignor to settle any amount owed to the other (except with
respect to the payment of the processing and recordation fee
to the Agent and the payment due under Section 3(a)), (y)
dispute respecting any other settlement, including in
respect of the Company, or (z) bankruptcy, insolvency or
other condition whatsoever respecting any Person, shall in
any way impair, reduce or otherwise affect the effectiveness
of this Agreement.

          (ii)  The Assignor, the Assignee and the Agent
     each acknowledges and agrees that from and after the
     Effective Date, the Agent shall make all payments under
     the Certificate Purchase Agreement in respect of the
     Assignee's Share (including all payments of principal,
     interest and Non-Usage Fees with respect thereto,
     whether or not the payments shall have accrued prior to
     or after the Effective Date) to the Assignee only.  The
     Assignor and the Assignee hereby agree further to make
     all appropriate adjustments in payments to either of
     them under the Certificate Purchase Agreement for
     periods prior to the Effective Date directly between
     themselves.

     (b)  With respect to any portion of the Assignor's Pro
Rata Share of the Invested Amount attributable to the
Assignee's Share, if and when the Assignor receives or
collects any payment of principal, interest, Non-Usage Fees
or other fees with respect to the Assignee's Share for any
period commencing on or after the Effective Date, the
Assignor shall distribute to the Assignee the portion
attributable to the Assignee's Share, but only to the extent
it accrued on or after the Effective Date and was not
theretofore paid to the Assignee by the Company or
otherwise.  Any principal, interest and Non-Usage Fees paid
prior to the Effective Date shall be retained by the
Assignor.  Any principal, interest or Non-Usage Fees
received by the Assignee that accrued prior to the Effective
Date shall be forwarded promptly, in the form received, to
the Assignor.  The Assignee recognizes and agrees that (i)
it shall receive no payment on account of any Agent's fees
or other amounts or expenses (including counsel fees)
payable to the Agent (in such capacities and for its own
account), (ii) this Agreement shall not operate to assign
any rights or delegate any obligations of the Agent (in such
capacities), and (iii) notwithstanding anything to the
contrary in this Agreement, the Assignor shall retain all of
its rights to indemnification under the Certificate Purchase
Agreement for any events, acts or omissions occurring prior
to the Effective Date.

     (c)  The Agent, by its execution hereof, acknowledges
the assignment and agrees to make payments in respect of
interest, reimbursements and fees as described in clause
(a).

     SECTION 5.  Rights as VFC Certificateholder under
Certificate Purchase Agreement.  In accordance with Section
6.04 of the Certificate Purchase Agreement, (a) as of the
Effective Date, the Assignee will be a VFC Certificateholder
under, and party to, the Certificate Purchase Agreement and
shall have (i) all of the rights and obligations of a VFC
Certificateholder (to the extent of the assignment and
assumption of the Assignee's Share effected by this
Agreement) and (ii) the addresses for notice purposes of
Annex I hereto and (b) promptly on or after the Effective
Date, the Company will execute and deliver any documents and
instruments that the Assignor or the Assignee reasonably may
require.

     SECTION 6.  Representations and Warranties.  (a)  Each
of the Assignor and the Assignee represents and warrants to
the other as follows:

          (i)  it has full power and authority, and has
     taken all action necessary, to execute and deliver this
     Agreement, to fulfill the obligations hereunder and to
     consummate the transactions contemplated hereby,

          (ii)  the making and performance of this Agreement
     and all documents required to be executed and delivered
     hereunder do not and will not violate any law or
     regulation of the jurisdiction of its incorporation or
     any other applicable law or regulation,

          (iii)  this Agreement has been duly executed and
     delivered and constitutes its legal, valid and binding
     obligation, enforceable in accordance with its terms,
     and

          (iv)  all approvals, authorizations or other
     actions by, or filing with, any Governmental Authority
     necessary for the validity or enforceability of its
     obligations under this Agreement have been obtained.

     (b)  The Assignor represents and warrants to the
Assignee that the Assignee's Share and the Assignor's Pro
Rata Share of the Invested Amount attributable to the
Assignee's Share are not subject to any Liens or security
interests created by the Assignor.

     (c)  Except as set forth in subsections (a) and (b),
the Assignor makes no representations or warranties, express
or implied, to the Assignee and shall not be responsible to
the Assignee for (i) the execution, effectiveness,
genuineness, legality, validity, enforceability,
collectibility, regulatory status or sufficiency of the
Certificate Purchase Agreement or any of the other
Transaction Documents, (ii) the perfection, priority, value
or adequacy of any collateral security or guaranty, (iii)
the taking of any action, or the failure to take any action,
with respect to any of the Transaction Documents, (iv) any
representations, warranties, recitals or statements made in
any of the Transaction Documents or in any written or oral
financial or other statements, instruments, reports,
certificates or documents made or furnished by the Assignor
to the Assignee or by or on behalf of the Company or any of
its Affiliates to the Assignor or the Assignee in connection
with the Transaction Documents and the transactions
contemplated thereby, (v) the financial or other condition
of the Company or any other Person or (vi) any other matter
having any relation to any of the foregoing.  The Assignor
shall not be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained in any of the
Transaction Documents or the existence or possible existence
of any Early Amortization Event or Potential Early
Amortization Event.  Additionally, the Assignor shall not
have any duty or responsibility either initially or on a
continuing basis to make any investigation or any appraisal
on the Assignee's behalf or to provide the Assignee with any
credit or other information with respect thereto, whether
coming into the Assignor's possession before the execution
of the Certificate Purchase Agreement or at any time
thereafter.  The Assignor shall have no responsibility with
respect to the accuracy of, or the completeness of, any
information provided to the Assignee, whether by the
Assignor or by or on behalf of the Company or any other
Person obligated under the Certificate Purchase Agreement or
any related instrument or document.

     (d)  Each of the representations and warranties made by
the Assignor as a Purchaser under Section 6.05 of the
Certificate Purchase Agreement is hereby repeated by the
Assignee and incorporated herein.  Furthermore, the Assignee
represents and warrants that it has made its own independent
investigation of each of the foregoing matters, including
the financial condition and affairs of the Company and its
Affiliates, in connection with the execution of this
Agreement (including the solvency of the Company and its
Affiliates, their ability to pay their respective debts as
they mature and the capital of the Company and its
Affiliates remaining after the closing under the Pooling and
Servicing Agreement and the consummation of the transactions
contemplated thereby) and has made and shall continue to
make its own appraisal of the creditworthiness of the
Company and its Affiliates.  The Assignee (i) confirms that
it has received copies of the Pooling and Servicing
Agreement, together with copies of certain other closing
documents delivered in connection with the Certificate
Purchase Agreement, financial statements and any other
documents and information that it has requested or deemed
appropriate to make its own credit analysis and decision to
enter into this Agreement and (ii) agrees that it will,
independently and without reliance upon the Agent, the
Assignor or any other VFC Certificateholder and based on
such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in
taking or not taking action under the Pooling and Servicing
Agreement.

     SECTION 7.  No Proceedings.  The Assignee hereby agrees
to be bound by the provisions of Section 6.08 of the
Certificate Purchase Agreement.

     SECTION 8. [ Withholding Taxes.  In accordance with
Section 2.09 of the Certificate Purchase Agreement, the
Assignee agrees to execute and deliver to the Agent, for
delivery to the Company, on or before the Effective Date an
Internal Revenue Service Form 1001 or 4224 or successor
applicable form, properly completed and duly executed by the
Certificateholder certifying that it is entitled to receive
payments under the Certificate Purchase Agreement without
deduction or withholding of any United States Federal income
taxes.  The Assignee represents and warrants to the Company
and the Assignor that, as of the Effective Date, it shall be
entitled to receive payments of principal and interest
hereunder without deduction for or on account of any taxes
imposed by the United States of America or any political
subdivision thereof.  In the event that, after delivering
the applicable form, the Assignee shall cease to be exempt
from withholding and/or deduction of taxes, then the Agent
may withhold and/or deduct the applicable amount from any
payments of principal, interest and any fees to which the
Assignee otherwise would be entitled, and the Agent shall
have no liability whatsoever to the Assignee for any such
withholding or deduction.  The Assignee shall indemnify the
Company and the Agent from and against all liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs or expenses that result from the Assignee's
breach of such representation and warranty.*

     SECTION 9.]  Miscellaneous.  (a)  Each of the parties
hereto agrees to take any action and execute and deliver any
documents that any party hereto reasonably may request from
time to time in order to implement more fully the purposes
of this Agreement.  Without limiting the generality of the
foregoing, the Assignor and the Assignee will cooperate in
obtaining for the Assignee a VFC Certificate (as well as a
replacement VFC Certificate for the Assignor representing
any retained interest of the Assignor).

     (b)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES EXCEPT AS
OTHERWISE CONTEMPLATED IN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK.

     (c)  Except as otherwise set forth herein, this
Agreement sets forth the entire agreement between the
parties relating to the subject matter hereof, and no term
or provision of this Agreement may be amended, changed,
waived, discharged or terminated orally or otherwise, except
in a writing signed by the Assignor and the Assignee.

     (d)  This Agreement may be executed in any number of
counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed
to be an original and all of which together shall constitute
one and the same instrument.

     (e)  Each of the parties hereto agrees that each party
shall bear its own expenses in connection with the
preparation and execution of this Agreement and the
consummation of the Assignment described herein.  The
Assignee further agrees that it shall send a check in the
amount of $3,500 to the Agent on or prior to the Effective
Date, as payment of the processing and recordation fee
described in Section 6.04(d) of the Certificate Purchase
Agreement.

     (f)  All representations and warranties made, and
indemnities provided for, herein shall survive the
consummation of the transactions contemplated hereby.

     (g)  The Assignor may at any time or from time to time
grant assignments and participations in its rights and
obligations under the Certificate Purchase Agreement and its
VFC Certificate to other Persons, but not in the portions
thereof assigned to the Assignee.

     (h)  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective
successors and assigns.  Neither the Assignor nor the
Assignee may assign or transfer any of its rights or
obligations under this Agreement without the prior written
consent of the other party and if required pursuant to
Section 6.04(d) of the Certificate Purchase Agreement, of
the Company.  The preceding sentence shall not limit the
right of the Assignee to assign all or part of the
Assignee's Share in the manner contemplated by the
Certificate Purchase Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized
officers and delivered as of the day and year first above
written.


________________________________,
                                as Assignor

                              By:
Title: _________________________



_______________________________,
                                as Assignee

                              By:
___________________________
                              Title:
__________________________


     The undersigned hereby acknowledges, agrees and
consents to the terms and provisions of this Agreement.

SPECIALTY FOODS FINANCE CORPORATION


By:  ____________________________________
  Title: __________________________________


     The undersigned hereby acknowledges the terms and
provisions of this Agreement, and agrees to make payments in
respect of principal, interest and fees as described in
Section 4(a).


BANKERS TRUST COMPANY,  as the Agent


By:  ____________________________________
  Title: __________________________________

ANNEX I
to the Assignment Agreement


1.   Item   Assignee's Share:

     Assignee's Commitment    $______________

     Percentage of Assignor's Commitment     __________%

1.   Item   Address of Assignee for notice purposes:

     _________________________________
     _________________________________
     _________________________________
     Attention: ________________________
     Telephone: _______________________
     Facsimile: ________________________






_______________________________
*    If the Assignee is a foreign entity.