AMENDMENT TO EMPLOYMENT AGREEMENT

                              Amendment No. 2 dated as of
                              November 30, 1995, between BERRY
                              PLASTICS CORPORATION, a Delaware corporation
                              (the "Company"), and
                              R. BRENT BEELER (the "Employee").

          Reference is made to the Employment Agreement dated as of
December 24, 1990 (as amended by Amendment No. 1 dated as of January 1,
1993, the "Employment Agreement"), between the Company and the Employee.
The Company and the Employee desire to extend the term of the Employment
Agreement and to include provisions regarding the assumption of life
insurance by the Employee and survival of severance obligations beyond the
term of the Employment Agreement.  All capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to such terms in the
Employment Agreement.

          The Board of Directors of the Company has authorized an increase
in the Employee's annual base salary to $111,584, effective January 1,
1996.

          Accordingly, in consideration of the mutual covenants and
premises contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:


1.  TERM. Section 2 of the Employment Agreement is hereby amended to read in
its entirety as follows:

                    "Subject to earlier termination as provided herein, the
     employment of the Employee hereunder shall commence on the date hereof
     (the "Effective Date"), and terminate on December 31, 1998 (the
     "Expiration Date").  Such period of employment is hereinafter referred
     to as the "Employment Period."


2.  ASSUMPTION OF KEY-PERSON LIFE INSURANCE. The Employment Agreement is hereby
amended by adding a new Section 24 which reads in its entirety as follows:

          "24. KEY-PERSON LIFE INSURANCE. The Company currently maintains
     key-person term life insurance coverage on the Employee (the
     "Policy").  In the event that the employment of the Employee is
     terminated for any reason, the Employee shall have the option, to be
     exercised no later than the tenth calendar day after the Termination
     Date, to assume the rights and obligations of the Company under the
     Policy, provided that such assumption of rights and obligations by the
     Employee is permitted by the insurance company issuing the Policy.  In
     the event that the Employee does not elect to assume the Policy, the
     Company shall promptly thereafter cancel such Policy."



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3.  EFFECT OF TERMINATION OF EMPLOYMENT. The proviso contained at the end of
Section 12 of the Employment Agreement is hereby amended to read in its
entirety as follows:

                    "PROVIDED, HOWEVER, that if the Termination of
     Employment is pursuant to a Termination Without Cause, then, in
     addition to the amounts computed pursuant to Sections 12(a) through
     12(d), the Employee shall have the right to receive as severance
     compensation an amount equal to the greater of (A) 100% of one year's
     Base Salary (as of the Termination Date) and (B) 1/12th of one year's
     Base Salary (as of the Termination Date) for each year (not to exceed
     24 years in the aggregate) that the Employee was employed by the
     Company (and its predecessor-in-interest, Berry Plastics, Inc.), the
     amount referred to in clause (A) or (B), as the case may be, to be
     payable at the same times at which and in the same manner in which the
     Base Salary would have been payable to the Employee had the
     Termination of Employment not occurred (the amount payable by the
     Company to the Employee pursuant to this proviso being hereinafter
     referred to as the "Severance Compensation"); PROVIDED FURTHER,
     HOWEVER, in the event that, at any time after the Expiration Date,
     there occurs a Termination of Employment pursuant to a Termination
     Without Cause, the Company shall pay the Severance Compensation to the
     Employee as if the Expiration Date had not occurred."


4.  RESTRICTIVE COVENANTS. The first portion of the second sentence of Section
14(a) of the Employment Agreement which precedes "(i)" is hereby amended to
read in its entirety as follows:

                    "Accordingly, in consideration of the premises
     contained herein and the consideration to be received by the Employee
     hereunder (including, without limitation, the Severance Compensation),
     without the prior written consent of the Company, the Employee shall
     not, at any time during the employer/employee relationship between the
     Company and the Employee and for the longer of (x) the one-year period
     after the termination of such employer/employee relationship and (y)
     the period of time beginning with the termination of such
     employer/employee relationship and the final payment of Severance
     Compensation to the Employee by the Company,"


5.  SURVIVAL. The Employment Agreement is hereby amended by adding a new
Section 25 which reads in its entirety as follows:

                    "25.  SURVIVAL.  Sections 12 through 24, this Section
     25 and the defined terms used in any section referred to in this
     Section 25, shall survive the termination of the Employee's employment
     on the Termination Date and the expiration of this Employment
     Agreement on the Expiration Date."


6.  EFFECT OF AMENDMENT. Except as expressly amended hereby, the Employment
Agreement shall remain in full force and effect and unchanged.

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7.  COUNTERPARTS.  This Amendment No. 2 may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties have hereunto set their hands as
of the date first written above.



                                   BERRY PLASTICS CORPORATION


                                   By: /S/ MARTIN R. IMBLER
                                      _________________________
                                      Martin R. Imbler
                                      President



                                     /S/ R. BRENT BEELER
                                     __________________________
                                      R. Brent Beeler



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