Exhibit 10.19


    AMENDMENT
      TO EMPLOYMENT AGREEMENT dated
      as
      of September 13, 2006, between Berry
      Plastics Corporation,
      a
      Delaware corporation (the “Corporation”), and GLENN
      ADAM UNFRIED
      (the
“Employee”).

     

    WHEREAS,
      the Employee has entered into an employment agreement with the Corporation,
      dated as of September 15, 2006
      (the
      “Employment Agreement”); 

     

    NOW,
      THEREFORE, in consideration of the mutual covenants hereinafter set forth and
      for other good and valuable consideration, the parties hereto do hereby agree
      to
      amend the Employment Agreement, effective as of as of and subject to the
      occurrence of the Closing Date (as defined in the Agreement and Plan of Merger
      (the “Merger Agreement”), dated as of June 28, 2006, by and between BPC Holding
      Corporation, BPC Holding Acquisition Corp. and BPC Acquisition Corp.), as
      follows (the “Amendment”):

     

    1.Term.
      Section
      1 of the Employment Agreement is hereby deleted in its entirety and replaced
      with the following text:

     

    “Subject
      to earlier termination as provided herein, the employment of the Employee
      hereunder shall commence on the September 20, 2006 and terminate on
      December 31, 2011. Such period of employment is hereinafter referred to as
      the
      "Employment Period.”

     

    2. Retiree
      Plan.
      A new
      Section 8(c) is hereby inserted in the Employment Agreement and shall read
      as
      follows: 

     

    “Upon
      the
      termination of the Employee’s employment by reason of “retirement” (as defined
      in the Corporation’s Health and Welfare Plan for Early Retirees (the
“Retiree
      Plan”)),
      the
      Employee (and his or her eligible spouse and dependents) shall be entitled
      to
      receive post-retirement medical insurance coverage pursuant to the terms of
      the
      Retiree Plan, for which the cost of premiums shall be paid by the Employee
      (or
      such spouse and/or dependents). In the event that the Retiree Plan is no longer
      in effect (or if otherwise necessary for tax and legal purposes), the
      Corporation shall make available equivalent coverage to the Employee (and such
      spouse and/or dependents) at substantially the same cost to the Employee (and
      such spouse and/or dependents) as would have been charged under the Retiree
      Plan
      as of the earlier of the date the Retiree Plan is terminated and the time of
      the
      Employee’s retirement (“Equivalent
      Retiree Coverage”);
      provided,
      however,
      that
      the Corporation may increase the premium charged to the Employee (and such
      spouse and/or dependents) based on the increase in cost, if any, to provide
      the
      Retiree Plan that may arise after the Employee’s retirement. The Corporation
      shall take all action necessary to ensure that the Equivalent Retiree Coverage,
      if any, shall be provided other than pursuant to the terms of a self-insured
      medical

     


    
      
         

        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    reimbursement
      plan that does not satisfy the requirements of Section 105(h)(2) of the Internal
      Revenue Code of 1986, as amended.”

     

    3. Former
      Section 8(c) of the Employment Agreement shall be re-numbered 8(d).

     

    4. Restrictive
      Covenants.
      Clause
      (iii) of Section 10(a) of the Employment Agreement is hereby deleted in its
      entirety and replaced with the following text:

     

    “(iii)
      induce or solicit individuals who are, or were at any time in the preceding
      twelve months, employees of the Corporation or any direct or indirect subsidiary
      or affiliate thereof to terminate their employment with the Corporation or
      any
      such direct or indirect subsidiary or affiliate or to engage in any Competing
      Business, or hire, or induce or solicit (or assist others to hire or induce
      or
      solicit) the hiring of, individuals then employed, or employed at any time
      in
      the preceding twelve months, by the Corporation or any subsidiary thereof,
      or”

     

    5. Counterparts.
      This
      Amendment 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.

     

     

     


    
      
         

        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Corporation has caused this Amendment to be duly executed
      by its officer thereunder duly authorized and the Employee has hereunto set
      his
      hand, all as of the day and year first set forth above.

     

    

      BERRY
        PLASTICS CORPORATION

       

      _____________________________________

      Name: Marcia
        C.
        Jochem

      Title: Executive
        Vice President of Human  Resources

    

     

    

      ACCEPTED:

      The
        undersigned hereby acknowledges having read this Amendment and, having had
        the
        opportunity to consult with legal and tax advisors, hereby agrees to be bound
        by
        all provisions set forth herein.

       

                                      ______________________________________

                                      Glenn
        Adam
        Unfried

    


    
      
        
          W/1063915v1

           

          


        

        
        

      

      
        -3-