THIRD SUPPLEMENTAL INDENTURE


          The undersigned are executing and delivering this Third
Supplemental Indenture pursuant to Section 4.13 of the Indenture, dated as
of July 6, 1999, as supplemented (the "Indenture"), among Berry Plastics
Corporation (the "Company"), BPC Holding Corporation ("BPC Holding"), Berry
Iowa Corporation ("Berry Iowa"), Berry Tri-Plas Corporation ("Berry
Tri-Plas"), Berry Sterling Corporation ("Berry Sterling"), AeroCon, Inc.
("AeroCon"), PackerWare Corporation ("PackerWare"), Berry Plastics Design
Corporation ("Berry Design"), Venture Packaging, Inc. ("Venture"), Berry
Plastics Technical Services, Inc. ("Berry Technical"), Venture Packaging
Midwest, Inc. ("Midwest"), NIM Holdings Limited ("NIM"), Berry Plastics
U.K. Limited ("Berry UK"), Norwich Acquisition Limited ("Norwich"), Knight
Plastics, Inc. ("Knight"), CPI Holding Corporation ("CPI"), Cardinal
Packaging, Inc. ("Cardinal"), Poly-Seal Corporation ("Poly-Seal"), Berry
Plastics Acquisition Corporation II ("BPAC II"), Berry Plastics Acquisition
Corporation III ("BPAC III"), CBP Holdings S.r.l. (f/k/a Capsol Berry
Plastics S.r.l.) ("CBP Holdings"), Capsol Berry Plastics S.p.A. (f/k/a
Capsol S.p.A.) ("Capsol"), Ociesse S.r.l. ("Ociesse") and United States
Trust Company of New York, as trustee (the "Trustee").  Capitalized terms
used herein have the same meanings given in the Indenture unless otherwise
indicated.

          By executing and delivering to the Trustee this Third
Supplemental Indenture, Pescor, Inc., a Delaware corporation ("New
Guarantor"), hereby becomes a "Guarantor" under the Indenture and hereby
agrees to become a party to, to be bound by, and to comply with the
provisions of the Indenture in the same manner as if it were an original
signatory to such agreement.

          The New Guarantor hereby unconditionally guarantees that (i) the
principal of and interest on the Notes will be paid in full when due,
whether at the maturity or interest payment or mandatory redemption date,
by acceleration, call for redemption or otherwise, and interest on the
overdue principal of and interest, if any, on the Notes and all other
obligations of the Company to the Holders or the Trustee under the
Indenture or the Notes will be promptly paid in full or performed, all in
accordance with the terms of the Indenture and the Notes and (ii) in case
of any extension of time of payment or renewal of any Notes or any of such
other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether
at maturity, by acceleration or otherwise.

          By executing and delivering to the Trustee this Third
Supplemental Indenture, each of BPC Holding, Berry Iowa, Berry Tri-Plas,
Berry Sterling, AeroCon, PackerWare, Berry Design, Venture, Berry
Technical, Midwest, NIM, Berry UK, Norwich, Knight, CPI, Cardinal, Poly-
Seal, BPAC II, BPAC III, CBP Holdings, Capsol, and Ociesse (each an "Old
Guarantor") hereby reaffirms its obligations under the Indenture as
previously supplemented and as further supplemented hereby.

          The obligations of each of the undersigned to each Holder and to
the Trustee pursuant hereto are as expressly set forth in Article 10 of the
Indenture which terms are incorporated herein by reference.

          This is a continuing guarantee and shall remain in full force and
effect and shall be binding upon each of the undersigned and its successors
and assigns until full and final payment of all of the Company's
obligations under the Notes and the Indenture and shall inure to the
benefit of the successors and assigns of the Trustee and the Holders and,
in the event of any transfer or assignment of rights by any Holder or the
Trustee, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof.  This is a guarantee of payment
and not a guarantee of collection.

          Each of the Company and the Guarantors (hereinafter,
collectively, the "Obligors") hereby agrees that all judicial proceedings
brought against it arising out of or relating to the Indenture, or any
obligations hereunder, may be brought in any State or Federal Court of
competent jurisdiction in the State, County and City of New York in the
United States of America.  By executing and delivering this Third
Supplemental Indenture, each of the Obligors hereby irrevocably:  (i)
accepts generally and unconditionally the nonexclusive jurisdiction and
venue of such courts, (ii) waives any defense of FORUM NON CONVENIENS;
(iii) designates and appoints Joseph S. Levy, or such other persons located
in New York State selected by the Obligors from time to time, and agreeing
in writing to so serve, as its agent to receive on its behalf service of
all process in any such proceedings in any such court, such service being
hereby acknowledged by each of the Obligors to be effective and binding
service in every respect (with a copy of any such process so served to be
mailed by registered mail to each of the Obligors at its address provided
that, unless otherwise provided by applicable law, any failure to mail such
copy shall not affect the validity of service of such process) and each of
the Obligors hereby agrees that service of process sufficient for personal
jurisdiction in any action in the State of New York may be made by
registered or certified mail, return receipt requested, to it at its
address and hereby acknowledges that such service shall be effective and
binding in every respect; and nothing herein shall affect the right to
serve process in any other manner permitted by law or shall limit the right
to bring proceedings against any of the Obligors in the courts of any other
jurisdiction; and (iv) agrees that the provisions of this Third
Supplemental Indenture relating to jurisdiction and venue shall be binding
and enforceable to the fullest extent permissible under New York General
Obligations Law, Section 5-1402 or otherwise.

          Any and all payments to be made by any of the undersigned to the
Trustee shall be made in U.S. Dollars.  If, for the purpose of calculating
the amount of any judgment in any court, it is necessary to convert into
any other currency (the "Judgment Currency") an amount due in U.S. Dollars
under the Indenture, then the conversion shall be made at the discretion of
the Trustee, at the rate of exchange prevailing either on the date of
default or on the day before the day on which the award or judgment is
given (the "Conversion Date").  If there is a change in the rate of
exchange prevailing between the Conversion Date and the date of actual
payment of the amount due, the undersigned will pay such additional amounts
(if any, but in any event, not a lesser amount) as may be necessary to
ensure that the amount paid in the Judgment Currency when converted at the
rate of exchange prevailing on the date of payment will produce the amount
then due in U.S. Dollars.

          This Third Supplemental Indenture may be executed in
counterparts.  Each signed copy shall be an original, but all of them
together represent the same agreement.





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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Third Supplemental Indenture as of the 14th day of May, 2001.


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ATTEST: BERRY PLASTICS CORPORATION


        By: /S/ JAMES M. KRATOCHVIL
By:         James M. Kratochvil
/S/        Executive Vice President, Chief Financial
MARTIN     Officer, Treasurer and Secretary
R.
IMBLER
    Martin
R.
Imbler
<S>     <C>
        BPC HOLDING CORPORATION


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary
        BERRY IOWA CORPORATION


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary
        BERRY TRI-PLAS CORPORATION


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary
        BERRY STERLING CORPORATION


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President,  Chief Financial
           Officer, Treasurer and Secretary
        AEROCON, INC.


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief  Financial
           Officer, Treasurer and Secretary
        PACKERWARE CORPORATION


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief  Financial
           Officer, Treasurer and Secretary
        BERRY PLASTICS DESIGN CORPORATION


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary
        VENTURE PACKAGING, INC.


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary
        BERRY PLASTICS TECHNICAL SERVICES, INC.


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary
        VENTURE PACKAGING MIDWEST, INC.


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary
        NIM HOLDINGS LIMITED


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Director
        BERRY PLASTICS U.K. LIMITED


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Director
        NORWICH ACQUISITION LIMITED


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Director
        KNIGHT PLASTICS, INC.


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary




<PAGE>







        CPI HOLDING CORPORATION


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial Officer, Treasurer and Secretary
        CARDINAL PACKAGING, INC.


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial Officer, Treasurer and Secretary
        BERRY PLASTICS ACQUISITION CORPORATION II


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary
        BERRY PLASTICS ACQUISITION CORPORATION III


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary
        POLY-SEAL CORPORATION


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary




<PAGE>







        CBP HOLDINGS S.R.L.


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Director
        CAPSOL BERRY PLASTICS S.P.A.


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Director
        OCIESSE S.R.L.


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
           Director
        PESCOR, INC.


        By: /S/ JAMES M. KRATOCHVIL
            James M. Kratochvil
Executive Vice President, Chief Financial
           Officer, Treasurer and Secretary
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<S> <C>
 UNITED STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE


 By:       /S/ CYNTHIA CHANEY
     Name:  Cynthia Chaney
    Title:    Assistant Vice President
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