EXHIBIT 10.14

                                             EMPLOYMENT AGREEMENT dated as of
                                    April 29, 1997, between BERRY PLASTICS
                                    CORPORATION, a Delaware corporation (the
                                    "Corporation"), and GEORGE A. WILLBRANDT
                                    (the "Employee").


            The Employee is an officer of the Corporation and as such has
substantial experience that has value to the Corporation. The Corporation
desires to employ the Employee, and the Employee desires to accept such
employment, on the terms and subject to the conditions hereinafter set forth.

            NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, the parties hereto agree as
follows:

      1. EMPLOYMENT; EFFECTIVENESS OF AGREEMENT; TERMINATION OF PREVIOUS
AGREEMENT. (a) Effective as of the date hereof (such date, the "Commencement
Date," for all purposes hereof), the Corporation shall employ the Employee, and
the Employee shall accept employment by the Corporation, upon the terms and
conditions hereinafter set forth.

            (B) The Corporation and the Employee hereby agree that the
Employment Agreement dated as of March 10, 1995 (the "Old Employment
Agreement"), between the Corporation and the Employee is hereby terminated and
of no further force or effect.

      2. TERM. Subject to earlier termination as provided herein, the employment
of the Employee hereunder shall commence on the Commencement Date and terminate
on June 30, 2001. Such period of employment is hereinafter referred to as the
"Employment Period."

      3. DUTIES. During the Employment Period, the Employee shall be initially
employed by the Corporation as Vice President - Sales and Marketing, and shall
perform such duties and services consistent with such position as may reasonably
be assigned to the Employee by the persons having authority regarding such
matters at the Company.

      4. TIME TO BE DEVOTED TO EMPLOYMENT. Except for vacation, absences due to
temporary illness and absences resulting from causes set forth in Section 6, the
Employee shall devote the Employee's business time, attention and energies on a
full-time basis to the performance of the duties and responsibilities referred
to in Section 3. The Employee shall not during the Employment Period be engaged
in any other business activity which, in the reasonable judgment of the officers
of the Corporation, would conflict with the ability of the Employee to perform
his duties under this Agreement, whether or not such activity is pursued for
gain, profit or other pecuniary advantage.

      5. COMPENSATION; BENEFITS; REIMBURSEMENT.

            (A) BASE SALARY. During the Employment Period, the Corporation shall
pay to the Employee an annual base salary of $180,000, which shall be subject to
review and, at the option of persons having authority regarding such matters at
the Corporation, subject to increase (such salary, as the same may be increased
from time to time as aforesaid, being referred to herein as
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the "Base Salary"). The Base Salary shall be payable in such installments (but
not less frequent than monthly) as is the policy of the Corporation with respect
to employees of the Corporation at substantially the same level of employment as
the Employee.

            (B) BONUS. During the Employment Period, the Employee shall be
entitled to participate in all bonus and incentive programs of the Corporation
(the "Programs") generally available from time to time to employees of the
Corporation at substantially the same level of employment as the Employee, such
participation to be in substantially the same manner as the participation
therein by such employees.


            (C) BENEFITS; VACATION. During the Employment Period, the Employee
shall be entitled to such benefits (together with the Programs, the "Benefit
Arrangements") as are generally made available from time to time to other
employees of the Corporation at substantially the same level of employment as
the Employee. In addition, the Employee shall be entitled to four weeks of
vacation per year (it being understood that, for purposes of determining
vacation time available to the Employee, each "year" begins on March 1 and ends
on the last day of the following February).

            (D) REIMBURSEMENT OF EXPENSES. During the Employment Period, the
Corporation shall reimburse the Employee, in accordance with the policies and
practices of the Corporation in effect from time to time with respect to other
employees of the Corporation at substantially the same level of employment as
the Employee, for all reasonable and necessary traveling expenses and other
disbursements incurred by him for or on behalf of the Corporation in connection
with the performance of his duties hereunder upon presentation by the Employee
to the Corporation of appropriate documentation therefor.

            (E) DEDUCTIONS. The Corporation shall deduct from any payments to be
made by it to the Employee under this Section 5 or Section 8 any amounts
required to be withheld in respect of any Federal, state or local income or
other taxes.

      6. DISABILITY OR DEATH OF THE EMPLOYEE. (a) If, during the Employment
Period, the Employee is incapacitated or disabled by accident, sickness or
otherwise (hereinafter, a "Disability") so as to render the Employee mentally or
physically incapable of performing the services required to be performed under
this Agreement for 90 days in any period of 360 consecutive days, the
Corporation may, at any time thereafter, at its option, terminate the employment
of the Employee under this Agreement immediately upon giving the Employee notice
to that effect, it being understood that upon such termination the Employee
shall be eligible for the disability benefits provided by the Corporation.

      (B) If the Employee dies during the Employment Period, the Termination
Date (as defined below) shall be deemed to be the date of the Employee's death.

      7. TERMINATION. (a) The Corporation may terminate the employment of the
Employee and all of the Corporation's obligations under this Agreement (except
as hereinafter provided) at any time for "cause" by giving the Employee notice
of such termination, with reasonable specificity of the grounds therefor. For
the purposes of this Section 7, "cause" shall mean (i) willful misconduct with
respect to the business and affairs of the Corporation or any subsidiary

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or affiliate thereof, insubordination or willful neglect of duties (other than
neglect due solely to the Employee's illness or other involuntary mental or
physical disability), including the Employee's violation of any material
Corporation policy, (ii) material breach of any of the provisions of this
Agreement or (iii) conviction for a crime involving moral turpitude or fraud. A
termination pursuant to this Section 7(a) shall take effect immediately upon the
giving of the notice contemplated hereby.

            (B) The Corporation may terminate the employment of the Employee and
all of the Corporation's obligations under this Agreement (except as hereinafter
provided) at any time during the Employment Period without "cause" by giving the
Employee written notice of such termination, to be effective 30 days following
the giving of such written notice.

            (C) The Employee may terminate the employment of the Employee
hereunder at any time during the Employment Period by giving the Corporation at
least 30 days' prior written notice of such termination, such termination to be
effective on the date specified in such notice, whereupon all of the
Corporation's obligations hereunder shall terminate (except as hereinafter
provided). For convenience of reference, the date upon which any termination of
the employment of the Employee pursuant to Section 6 or 7 hereof shall be
effective shall be hereinafter referred to as the "Termination Date." 

      8. EFFECT OF TERMINATION OF EMPLOYMENT. (a) Upon the effective date of
termination of the Employee's employment pursuant to Section 6, Section 7(a) or
Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or
estate shall have any further rights under this Agreement or any claims against
the Corporation arising out of this Agreement, except the right to receive,
within 30 days of the Termination Date:

                  (i) the unpaid portion of the Base Salary provided for in
            Section 5(a), computed on a PRO RATA basis to the Termination Date;

                  (ii) reimbursement for any expenses for which the Employee
            shall not have theretofore been reimbursed, as provided in Section
            5(d); and

                  (iii) the unpaid portion of any amounts earned by the Employee
            prior to the Termination Date pursuant to any Benefit Arrangement;
            PROVIDED, HOWEVER, unless specifically provided otherwise in this
            Section 8, the Employee shall not be entitled to receive any
            benefits under a Benefit Arrangement that have accrued during a
            fiscal year if the terms of such Benefit Arrangement require that
            the beneficiary be employed by the Corporation as of the end of such
            fiscal year.

            (B) Upon the termination of the Employee's employment pursuant to
Section 7(b), neither the Employee nor the Employee's beneficiaries or estate
shall have any further rights under this Agreement or any claims against the
Corporation arising out of this Agreement, except the right to receive:

            (i) the unpaid portion of the Base Salary, computed on a PRO RATA
      basis, for the period from the Commencement Date until the first
      anniversary of the Termination Date, payable in such installments as the
      Base Salary was paid prior to the Termination Date; and

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                  (ii) the payments, if any, referred to in Sections 8(a)(ii)
            and (iii).

            (C) The Employee's obligations under Sections 9, 10 and 11 of this
Agreement, and the Corporation's obligations under this Section 8, shall survive
the termination of this Agreement and the termination of the Employee's
employment hereunder.

      9. DISCLOSURE OF INFORMATION. (a) From and after the date hereof, the
Employee shall not use or disclose to any person, firm, corporation or other
business entity (other than any officer, director, employee, affiliate or
representative of the Corporation), except as required in connection with the
performance of the Employee's duties under and in compliance with the terms of
this Agreement and as required by law or judicial process, any Confidential
Information (as hereinafter defined) for any reason or purpose whatsoever, nor
shall the Employee make use of any of the Confidential Information for the
Employee's purposes or for the benefit of any person or entity except the
Corporation or any subsidiary thereof.

            (B) For purposes of this Agreement, "Confidential Information" shall
mean (i) the Intellectual Property Rights (as hereinafter defined) of the
Corporation and its subsidiaries and (ii) all other information of a proprietary
nature relating to the Corporation or any subsidiary thereof, or the business or
assets of the Corporation or any such subsidiary, including, without limitation,
books, records, customer and registered user lists, vendor lists, supplier
lists, distribution channels, pricing information, cost information, marketing
plans, strategies, forecasts, financial statements, budgets and projections,
other than information which is generally within the public domain at the time
of the receipt thereof by the Employee or at the time of use or disclosure of
such Confidential Information by the Employee other than as a result of the
breach by the Employee of the Employee's agreement hereunder.

            (C) As used herein, the term "Intellectual Property Rights" means
all industrial and intellectual property rights, including, without limitation,
patents, patent applications, patent rights, trademarks, trademark applications,
trade names, service marks, service mark applications, copyrights, copyright
applications, know-how, certificates of public convenience and necessity,
franchises, licenses, trade secrets, proprietary processes and formulae,
inventions, development tools, marketing materials, trade dress, logos and
designs and all documentation and media constituting, describing or relating to
the above, including, without limitation, manuals, memoranda and records. 

      10. RESTRICTIVE COVENANTS. (a) The Employee acknowledges and recognizes
that during the Employment Period he will be privy to Confidential Information
and further acknowledges and recognizes that the Corporation would find it
extremely difficult to replace the Employee. Accordingly, in consideration of
the premises contained herein and the consideration to be received by the
Employee hereunder (including, without limitation, the severance compensation
described in Section 8(b)(i), if any), without the prior written consent of the
Corporation, the Employee shall not, at any time during the employer/employee
relationship between the Corporation and the Employee and for the one-year
period after the termination of such employer/employee relationship, (i)
directly or indirectly engage in, represent in any way, or be connected with,
any Competing Business directly competing with the business of the Corporation
or any subsidiary or affiliate thereof within the state in which the Employee is
employed or any other state of the United States, whether such engagement shall
be as an officer, 

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director, owner, employee, partner, affiliate or other participant in any
Competing Business, (ii) assist others in engaging in any Competing Business in
the manner described in clause (i) above, (iii) induce other employees of the
Corporation or any subsidiary or affiliate thereof to terminate their employment
with the Corporation or any such subsidiary or affiliate or to engage in any
Competing Business or (iv) induce any entity or person with which the
Corporation or any subsidiary or any affiliate thereof has a business
relationship to terminate or alter such business relationship. As used herein,
"Competing Business" shall mean any business involving the sale of products in
any city or county in any state of the United States if such business or the
products sold by it are competitive, directly or indirectly, at the time of the
Termination Date with (A) the business of the Corporation or any affiliate
thereof,(B) any of the products manufactured, sold or distributed by the
Corporation or any affiliate thereof or (C) any products or business being
developed or conducted by the Corporation or any affiliate thereof.

            (B) The Employee understands that the foregoing restrictions may
limit his ability to earn a livelihood in a business similar to the business of
the Corporation or any subsidiary or affiliate thereof, but he or she
nevertheless believes that he or she has received and will receive sufficient
consideration and other benefits as an employee of the Corporation and as
otherwise provided hereunder to justify clearly such restrictions which, in any
event (given his education, skills and ability), the Employee does not believe
would prevent him from earning a living.

      11. RIGHT TO INVENTIONS. The Employee shall promptly disclose, grant and
assign to the Corporation for its sole use and benefit any and all inventions,
improvements, technical information and suggestions reasonably relating to the
business of the Corporation or any subsidiary or affiliate thereof
(collectively, the "Inventions") which the Employee may develop or acquire
during the period of the employer/employee relationship between the Corporation
and the Employee (whether or not during usual working hours), together with all
patent applications, letters patent, copyrights and reissues thereof that may at
any time be granted for or upon the Inventions. In connection therewith:

            (A) the Employee recognizes and agrees that the Inventions shall be
the sole property of the Corporation, and the Corporation shall be the sole
owner of all patent applications, letters patent, copyrights and reissues
thereof that may at any time be granted for or on the Inventions;

            (B) the Employee hereby assigns to the Corporation any rights the
Employee may have in or acquire to the Inventions; 

            (C) the Employee shall, at the expense of the Corporation, promptly
execute and deliver such applications, assignments, descriptions and other
instruments as may be necessary or proper in the opinion of the Corporation to
vest title to the Inventions and any patent applications, patents, copyrights,
reissues or other proprietary rights related thereto in the Corporation and to
enable it to obtain and maintain the entire right and title thereto throughout
the world;

            (D) the Employee recognizes and agrees that the Inventions to the
extent copyrightable shall constitute works for hire under the copyright laws of
the United States; and

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            (E) the Employee shall render to the Corporation, at its expense,
all such assistance as it may require in the prosecution of applications for
said patents, copyrights, reissues or other proprietary rights, in the
prosecution or defense of interferences which may be declared involving any said
applications, patents, copyrights or other proprietary rights and in any
litigation in which the Corporation may be involved relating to the Inventions.

      12. MISCELLANEOUS PROVISIONS.

            (A) ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the other
agreements referred to herein contain the entire agreement between the parties
hereto with respect to the transactions contemplated hereby and supersede all
prior agreements or understandings between the parties (including, without
limitation, the Old Employment Agreement) with respect thereto. This Agreement
shall not be altered or otherwise amended except pursuant to an instrument in
writing signed by each of the parties hereto.

            (B) DESCRIPTIVE HEADINGS. Descriptive headings are for convenience
only and shall not control or affect the meaning or construction of any
provisions of this Agreement. 

            (C) NOTICES. All notices or other communications pursuant to this
Agreement shall be in writing and shall be deemed to be sufficient if delivered
personally, telecopied, sent by nationally-recognized, overnight courier or
mailed by registered or certified mail (return receipt requested), postage
prepaid, to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice): 

                    (i)  if to the Corporation, to:

                            Berry Plastics Corporation
                            101 Oakley Street
                            Evansville, Indiana 47706
                            Attention: Martin R. Imbler
                            Telecopier: (812) 421-9604;

                     with a copy to:

                            O'Sullivan Graev & Karabell, LLP
                            30 Rockefeller Plaza
                            New York, New York 10112
                            Attention: Michael Joseph O'Brien
                            Telecopier: (212) 408-2420; and

                   (ii)  if to the Employee, to him at:

                            George A. Willbrandt
                            3000 South Erin Drive
                            Oakton, Virginia 22124.

All such notices and other communications shall be deemed to have been delivered
and received (A) in the case of personal delivery, on the date of such delivery,
(B) in the case of delivery by 


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telecopy, on the date of such delivery, (C) in the case of delivery by
nationally-recognized, overnight courier, on the Business Day following
dispatch, and (D) in the case of mailing, on the third Business Day following
such mailing. As used herein, "Business Day" shall mean any day that is not a
Saturday, Sunday or a day on which banking institutions in New York, New York
are not required to be open.

            (D) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.

            (E) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of Indiana applicable to contracts made and
performed wholly therein.

            (F) BENEFITS OF AGREEMENT; ASSIGNMENT. The terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, assigns, representatives, heirs and
estate, as applicable. Anything contained herein to the contrary
notwithstanding, this Agreement shall not be assignable by any party hereto
without the consent of the other party hereto.

            (G) WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the other party must be in writing and shall not
operate or be construed as a waiver of any subsequent breach by such other
party.

            (H) SEVERABILITY. In the event that any provision of this Agreement
is determined to be partially or wholly invalid, illegal or unenforceable in any
jurisdiction, then such provision shall, as to such jurisdiction, be modified or
restricted to the extent necessary to make such provision valid, binding and
enforceable, or if such provision cannot be modified or restricted, then such
provision shall, as to such jurisdiction, be deemed to be excised from this
Agreement; PROVIDED, HOWEVER, that the binding effect and enforceability of the
remaining provisions of this Agreement, to the extent the economic benefits
conferred upon the parties by virtue of this Agreement remain substantially
unimpaired, shall not be affected or impaired in any manner, and any such
invalidity, illegality or unenforceability with respect to such provisions shall
not invalidate or render unenforceable such provision in any other jurisdiction.

            (I) REMEDIES. All remedies hereunder are cumulative, are in addition
to any other remedies provided for by law and may, to the extent permitted by
law, be exercised concurrently or separately, and the exercise of any one remedy
shall not be deemed to be an election of such remedy or to preclude the exercise
of any other remedy. The Employee acknowledges that in the event of a breach of
any of the Employee's covenants contained in Sections 9, 10 or 11, the
Corporation shall be entitled to immediate relief enjoining such violations in
any court or before any judicial body having jurisdiction over such a claim.

            (J) SURVIVAL. Sections 8 through 11, this Section 12 and the defined
terms used in any section referred to in this Section 12(j), shall survive the
termination of the Employee's employment on the Termination Date and the
expiration of this Agreement.
                                     * * * *


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            IN WITNESS WHEREOF, the parties have duly executed this Employment
Agreement as of the date first above written.

                                    BERRY PLASTICS CORPORATION


                                    By: /s/ MARTIN R. IMBLER
                                       Martin R. Imbler
                                       President



                                        /s/ GEORGE A. WILLBRANDT
                                       George A. Willbrandt