EXHIBIT 10 A

                              AGREEMENT
     AGREEMENT, dated the 11th day of July, 1997 between Nabisco
Brands Company, a Delaware corporation having a place of business at
1105 North Market Street, Suite 803, Wilmington, Delaware 19801
("Nabisco" or "Licensor") and Lincoln Snacks Company, a Delaware
corporation having a principal place of business at 4 High Ridge
Park, Stamford, Connecticut  06905 ("Licensee").

                               Recitals

     WHEREAS, Nabisco is the owner of the trademarks Planters, Mr.
Peanut and the Representation of Mr. Peanut, together with
associated logos, trade dress, packaging appearance and claims to
copyrights associated therewith (hereinafter referred to as the
"IP") in the United States, its territories and possessions and in
the Commonwealth of Puerto Rico;

     WHEREAS, Licensee desires the right to use the IP on and in
connection with the manufacture, distribution, advertising and sale
of its Fiddle Faddle branded snack food products and Nabisco is
willing to grant permission to do so, on the terms and conditions
set forth in this Agreement;

     NOW, THEREFORE, in consideration of the premises and mutual
promises and agreements herein set forth, Nabisco and Licensee
hereby agree as follows:

                             Definitions

     In this Agreement, the following terms have the indicated
meaning.

     The "Term" of this Agreement is for an initial period of five
(5) years commencing January 1, 1998.  Nabisco and Licensee may in
their unfettered discretion mutually agree to additional five year
periods at least one hundred eighty (180) days prior to the time
when the initial five year period (or extended period, as the case
may be) would otherwise expire.

     "IP" means the trademarks Planters, Mr. Peanut and the
Representation of Mr. Peanut, together with associated logos, trade
dress, packaging appearance and claims to copyrights associated
therewith.

     "Territory" means the United States, its territories and
possessions and the Commonwealth of Puerto Rico.

     "Products" means ready-to-eat caramelized popcorn product, with
or without nuts, sold in the Territory under Licensee's Fiddle
Faddle trademark, including the products identified in Exhibit 1
hereto and any new flavor developed by Licensee and approved by
Nabisco in the manner set forth herein, said approval not to be
unreasonably withheld or delayed.

     "Distribution Channels" means all channels of trade.

     The "First License Year" shall mean the period from January 1,
1998 to December 31, 1998.  The "Nth License Year" (N greater than
one) means the twelve (12) month period measured from January 1,
1999 or the respective (N-1) anniversary thereof.

     "Associated Materials" means the labeling, packaging,
advertising and promotional materials, including retail store signs
and displays and other point of sale material, advertising and
promotional copy and strategy, television commercials and all other
written material intended to be distributed to the trade or public
on which the IP appears or is intended to be used.

     The "Lincoln Operating Procedures" means the formulae,
specifications, good manufacturing practices, plant quality control
procedures, product recall and withdrawal procedures, consumer and
manufacturing complaint procedures, audit and inspection procedures,
sanitary/environmental and pest control procedures, ingredient
specifications, finished product specifications and shelf life of
the Products contained in the Standard Operating Procedures Manual
and the QA Procedures Manual as currently used by Licensee and
previously approved by Licensor, as the same may from time to time
be amended with Licensor's written approval.

     "Net Sales" means the gross sales of Product less cash
discounts and returns.

     "Equivalent Cases" means an aggregate of sixty (60) ounces of
Fiddle Faddle (e.g., twelve (12) packages of five (5) ounces each),
and an aggregate of fifty-one (51) ounces of Fat Free Fiddle Faddle;
provided, however, that a "bonus" pack consisting of twelve (12)
packages of six (6) ounces each (or seventy two (72) ounces in the
aggregate) shall be deemed to be one Equivalent Case.

1.   License Grant

     a.   Subject to the terms and conditions hereof, for the Term
          of this Agreement, Nabisco hereby grants to Licensee an
          exclusive license to use the IP in connection with the
          production, packaging, promotion, sale and exploitation of
          the Products in the Distribution Channels in the
          Territory, subject to the provisions of Paragraph 5 below,
          so long as Licensee produces the Products substantially in
          accordance with the provisions of the Lincoln Operating
          Procedures and so long as the Products are manufactured
          only at the Licensee's manufacturing facility in Lincoln,
          Nebraska, or such other plant as Licensor shall approve in
          writing, such approval not to be unreasonably withheld or
          delayed (collectively, the "Plants"; "Plant" means any one
          of the Plants).  In the event the Plants are not operated
          by Licensee, Licensee shall ensure that the Plants are
          contractually obligated to comply with the quality control
          provisions for the Products set forth in this Agreement
          and in the Lincoln Operating Procedures, provided,
          however, that Licensee shall remain fully and primarily
          liable to Licensor under this Agreement for the
          performance of any and all Plants.

     b.   Licensee shall have no right to the IP or to make, use or
          sell any goods utilizing the IP, or otherwise to deal in
          or with the IP, other than as expressly granted in this
          Agreement.  Licensee shall have no right to make, use or
          sell any goods utilizing any reproduction, counterfeit,
          copy or colorable imitation of the IP, or otherwise deal
          in or with such IP.

     c.   Licensee shall be responsible for manufacturing the
          Products and all costs associated therewith shall be paid
          by Licensee. 

     d.   Nothing in this Agreement shall be construed to prevent
          Nabisco from granting any other license or right to make,
          use or sell goods bearing the IP, or from utilizing the IP
          in any manner whatsoever, other than for caramelized
          ready-to-eat popcorn products with or without nuts.

2.   Quality Control

     a.   Licensee shall comply in all material respects with the
          practices, procedures, specifications and quality programs
          contained in the current Lincoln Operating Procedures, a
          copy of which shall be provided to Nabisco upon execution
          of this Agreement and incorporated herein by reference. 
          No alterations, modifications or other changes to the
          Products or the Lincoln Operating Procedures shall be made
          without the approval of Licensor, not to be unreasonably
          withheld or delayed; provided, however, Licensee may
          change the packaging sizes by written notice to Licensor
          and without the consent of Licensor.  Upon approval by
          Nabisco, the Lincoln Operating Procedures and any
          alterations, modifications or other changes shall be
          deemed incorporated into this Agreement.  Licensee shall
          provide Nabisco on an annual basis an updated version of
          the Lincoln Operating Procedures signed by the appropriate
          Licensee official.  If no changes are made to the Lincoln
          Operating Procedures in any particular year during the
          Term, then Licensee shall provide Nabisco with a signed
          statement to that effect.

     b.   Licensee agrees to manufacture Product only at the Plant. 
          Licensee shall ensure that all Plants and equipment used
          to manufacture, store, and distribute the Products are
          maintained in a clean and sanitary manner, in good working
          order, and comply in all material aspects with all local,
          state and federal laws, ordinances, rules and regulations
          now or hereafter in effect pertaining to the operation of
          the Plants or the production of the Products, including,
          but not limited to, FDA's Good Manufacturing Practice
          Regulations set forth at 21 C.F.R. Part 110.

     c.   Licensee shall comply in all material respects with the
          methods of testing raw materials, ingredients and
          packaging materials, and finished Products in accordance
          with local, state and federal standards and in accordance
          in all material respects with the Lincoln Operating
          Procedures.  Licensee shall conduct, at its own expense,
          certain tests on the Products including microbiological
          analyses and organoleptic testing pursuant to the quality
          standards set forth in the Lincoln Operating Procedures
          and which test results shall, upon request, be delivered
          to Nabisco; provided, however, Licensee shall immediately
          advise Nabisco of results that indicate material
          noncompliance with the Lincoln Operating Procedures or
          material noncompliance with applicable local, state or
          federal laws, ordinances, rules or regulations and upon
          instruction of Nabisco correct such defects within 10
          business days.

     d.   Licensee acknowledges and agrees that, solely for the
          purpose of ensuring compliance in all material respects
          with the Lincoln Operating Procedures, applicable law, and
          licensee's compliance with the terms of this Agreement,
          Nabisco may inspect, or cause to be inspected, on
          reasonable notice and during normal business hours, the
          Plants and any other Product manufacturing, warehouse or
          distribution facility, ingredients and raw materials,
          finished and in-process Products, and may audit, or cause
          be audited, Licensee's quality control and sanitation
          programs and/or the quality control and sanitation
          programs of the Plant, or other Product manufacturing,
          warehouse or distribution facility.  After each inspection
          and audit, Nabisco will submit reports to Licensee,
          instructing corrective action if the facility, program or
          condition that does not comply in any material respect
          with the Lincoln Operating Procedures or fails to comply
          in any material respect with applicable local, state or
          federal laws, ordinances, rules or regulations.  Licensee
          agrees to implement any necessary corrective action within
          thirty (30) days of notice, or if the defect is such that
          it cannot be remedied within thirty (30) days, Licensee
          shall commence taking all reasonable and appropriate steps
          to remedy the defect within such thirty (30) day period
          and shall proceed thereafter with due diligence and good
          faith to complete the curing as soon as possible;
          provided, however, Licensee shall immediately suspend
          utilizing a Plant and/or other facility in which the
          Products are manufactured, warehoused, distributed, stored
          or sold, when in Nabisco's reasonable judgment, a defect
          or condition is found that causes or may cause a health or
          safety risk if such defect or condition rises to the level
          of a Class I or Class II recall.  Licensee shall, for as
          long as the health or safety risk is present, refrain from
          utilizing the affected Plant and/or facility for the
          Products.  If Licensee continues to utilize the affected
          Plant or facility, Nabisco shall have the right to
          immediately terminate or suspend this Agreement as to the
          affected Plant or facility and the Product(s)
          manufactured, warehoused, distributed, stored or sold
          therein.  Should this Agreement be so terminated or
          suspended as a result of a breach of this paragraph 2.d.,
          Licensee shall have no cause of action against Nabisco in
          connection with such termination or suspension, including
          but not limited to any claim for damages or compensation
          for losses or expenses incurred, or for lost profits. 
          Licensee agrees to incorporate provisions consistent
          herewith into any agreement with the Plants and any third
          parties whom Licensee may employ to manufacture,
          warehouse, distribute or store any item of the Product.

          When so warranted under the provisions of 21 C.F.R.
          Section 7.3, Licensee acknowledges its obligations to
          recall, at its sole cost and expense, if so instructed by
          Nabisco or requested by any applicable governmental agency
          or regulatory body, any Products manufactured by it and
          present at any level of trade, including, but not limited
          to, warehouse, wholesale or retail levels, should such
          Products fail to comply in a material respect with the
          Lincoln Operating Procedures or be subject to market
          withdrawal or recall pursuant to standards, laws,
          ordinances, rules or regulations of any applicable
          governmental agency or regulatory body.  

     e.   Licensor has the unqualified right to withdraw its
          approval of any Products in the event that their quality
          ceases to materially conform with the specifications set
          forth in the Lincoln Operating Procedures.  Licensor has
          the unqualified right to withdraw its approval of any
          Associated Materials in the event that their quality
          ceases to materially conform with Nabisco's standards for
          quality and for intellectual property protection.

     f.   Nabisco shall have the right to receive from Licensee,
          upon request, at Nabisco's cost and expense, a reasonable
          quantity of samples of Products and Associated Materials.

     g.   Approval by Licensor of any Product, including any prior
          approval by Licensor, shall not be construed to mean that
          Licensor has determined that said Product complies with
          the applicable laws, regulations, ordinances or other
          applicable standards, such determination being the sole
          responsibility of Licensee. 

3.   Purchase of Ingredients

     a.   This Paragraph is independent of any other Paragraph of
          this Agreement.

     b.   Licensee shall be responsible, directly or through its
          contract manufacturers, for the purchase of all
          flavorings, other ingredients, packaging and other
          Associated Materials for the Products in accordance with
          the Lincoln Operating Procedures.  In no event shall
          Nabisco be responsible, financially or otherwise, for such
          purchases. 

     c.   Licensee is not required to purchase ingredients,
          including nuts, from Nabisco for use in the Products. 
          However, Licensee shall ensure that all ingredients,
          including nuts, it uses in the manufacture of the Products
          comply with the relevant quality standards currently in
          place for the existing Products, as set forth in the
          Lincoln Operating Procedures, with any changes in said
          standards being subject to Nabisco's approval in
          accordance with Paragraph 2.a.

4.   Pure Food Guarantee, Compliance With Laws and Indemnification

     a.   Licensee guarantees that the Products produced by it shall
          not be adulterated or misbranded within the meaning of the
          Federal Food, Drug and Cosmetic Act, as from time to time
          amended, and regulations promulgated thereunder, and are
          not articles which, under the provisions of Sections 404
          or 505 of said federal act, may not be introduced into
          interstate commerce, and are not in violation of the
          provisions of the Food Additives Amendment of 1958.  This
          guarantee is in like terms extended and shall be
          applicable to any applicable state law or municipal
          ordinance in which the definitions of adulteration or
          misbranding are substantially the same as those in said
          federal act.

     b.   Licensee warrants that the Products shall be manufactured,
          sold and distributed in material compliance with all
          applicable federal, state and local laws, rules and
          regulations.  The sale and distribution by Licensee of the
          Products shall be consistent with past practice in that it
          did not, and will not, in any manner reflect adversely
          upon the good name of Nabisco or any of its programs,
          products or properties, or the IP.

5.   Marketing and Advertising

     a.   Subject to compliance with the requirements of paragraph
          5.c., Licensor hereby approves the Associated Materials as
          currently used by Planters and Licensee and hereby agrees
          that any non-material changes to such Associated Material
          shall not require the consent of Licensor.  Licensee shall
          submit to Kathleen Gallagher, Nabisco Brands Company,
          Suite 2740, One South Wacker Drive, Chicago, Illinois 
          60606, for prior and prompt approval, which shall not be
          unreasonably withheld, (i) any material changes to
          Associated Materials currently used by Licensee, and (ii)
          any new associated materials.  If Licensor requests
          material changes, Licensee shall amend or cause to be
          amended  the Associated Materials to the reasonable
          satisfaction of Nabisco in the manner that Nabisco shall
          direct.  Nabisco also reserves the right to change
          unilaterally any aspect of the IP that is the subject of
          this Agreement (e.g., the trade dress for planters). 
          Should this occur, Nabisco may, at its discretion, notify
          Licensee of any changes at least six (6) months prior to
          effecting any such changes, if reasonably possible.  In
          such event, Licensee shall have the right to utilize its
          existing inventory of Associated Materials during such six
          (6) month period, and shall have six (6) months in which
          to make the necessary modifications to the IP on its
          Associated Materials, with any material changes required
          by Licensor being subject to the approval procedure set
          forth in this Paragraph 5.a.

     b.   Licensee shall advise Nabisco, upon request, with respect
          to the compliance of the Associated Materials with all
          applicable federal, state and local laws or regulations,
          including, but not limited, to labeling laws and
          regulations, in the jurisdiction(s) in which the Products
          will be manufactured, distributed, stored and/or sold.  In
          the event any  Associated Materials fail to comply with
          any applicable labeling law or regulation, Licensee
          undertakes to hold Nabisco harmless from any and all
          damages it may suffer as a result of failure to comply
          with such laws and regulations.  Approval by Licensor of
          any material changes to the Associated Materials in
          accordance with the procedure set forth in Paragraph 5.a.
          shall not be construed to mean that Licensor has
          determined that said changes to the Associated Materials
          comply with the applicable laws, regulations, ordinances
          or other relevant standards.

     c.   Licensee shall imprint or cause to be imprinted legibly on
          all Associated Materials wherein the IP or related
          copyrighted work may appear, an appropriate trademark
          notice consisting of either the " Trademark " designation 
          or the " Registered Trademark " federal registration 
          designation and a copyright notice as directed by Nabisco.  
          In addition to and without detracting from the foregoing, a 
          marking legend shall be used in association with the Products 
          along the lines of the following:  "Planters, Mr. Peanut and 
          the Rep. of Mr. Peanut are registered trademarks of Nabisco Brands
          Company, used under license.  Distributed by the authority
          of Lincoln Snacks.  Please address consumer inquiries to:

                              Lincoln Snacks Company
                              4 High Ridge Park
                              Stamford, Connecticut  06905
                              Attn: Customer Service

     d.   Except as set forth herein, Licensee shall, at its sole
          cost and expense, handle all consumer complaints relative
          to the Products and shall respond to all such complaints
          in an appropriate manner.  Notwithstanding the foregoing,
          Licensee shall immediately forward to Nabisco all consumer
          complaints about the Products which may materially and
          adversely affect the reputation or business of Nabisco or
          the IP.  Nabisco and Licensee shall confer, where
          necessary, as to how to respond to such consumer
          complaints.  For the First License Year, Licensee shall
          forward quarterly summaries of all consumer complaints
          about the Products to Nabisco.  Thereafter, Licensee shall
          forward quarterly summaries of all consumer complaints
          upon written request of Nabisco.  Nabisco shall have the
          right to respond to all such material consumer complaints
          or inquiries concerning the Products.  Such complaints
          shall be directed to:

                              Ms. Pat Mozeke
                              Director of R&D/QA
                              Planters Company 
                              200 DeForest Avenue
                              East Hanover, NJ 07936
                              (201) 503-2852

          or such other person as Nabisco shall designate from time
          to time in writing. 

6.   Goodwill

          Licensee recognizes the great value of the goodwill
     associated with the IP and acknowledges that the IP and all
     rights therein and goodwill pertaining thereto belong
     exclusively to Nabisco, and that the IP has and will continue
     to have a secondary meaning in the mind of the public to
     signify Nabisco.  Accordingly, Licensee shall not do or permit
     to be done any act or thing or permit any Products to enter the
     stream of commerce or be sold or distributed that may
     materially impair the goodwill or other rights of Nabisco in
     the IP or that would  otherwise materially prejudice, tarnish
     or damage the reputation of the IP, Nabisco, or the sale of
     Nabisco's products.

7.   Title and Protection

     a.   Licensee acknowledges Nabisco's title to the IP and agrees
          that it shall not at any time knowingly do or suffer to be
          done any act or thing or undertake any action anywhere
          that in any manner might infringe or impair the validity,
          scope, or title of Nabisco in the IP, or in any other
          intellectual property which may be owned by Nabisco at any
          time during the Term hereof.  It is understood that
          Licensee or any affiliate of Licensee shall not acquire
          and shall not claim any title to the IP adverse to Nabisco
          by virtue of this Agreement, the parties intending that
          all utilization of the IP by Licensee shall at all times
          inure to the exclusive benefit of Nabisco.

     b.   Nabisco acknowledges Licensee's title to the Lincoln IP
          (as defined in paragraph 7.f.) and agrees that it shall
          not at any time knowingly do or suffer to be done any act
          or thing or undertake any action anywhere that in any
          manner might infringe or impair the validity, scope or
          title of Licensee in the Lincoln IP, or in any other
          intellectual property which may be owned by Licensee at
          any time during the Term hereof.  It is understood that
          Nabisco or any affiliate of Nabisco shall not acquire and
          shall not claim any title to the Lincoln IP adverse to
          Licensee by virtue of this Agreement, the parties
          intending that all utilization of the Lincoln IP by
          Nabisco shall at all times inure to the exclusive benefit
          of Licensee.

     c.   Licensee agrees that it will not use the name of Nabisco
          or any reproduction, counterfeit, copy or colorable
          imitation thereof, as a trading designation or in any
          other way, except to indicate, in the manner set forth in
          Paragraph 5.c. above, that Licensee is authorized by
          Nabisco to use the IP in respect of the Products.

     d.   Nabisco agrees that it will not use the name of Licensee
          or any reproduction, counterfeit, copy or colorable
          imitation thereof, as a trading designation or in any
          other way.

     e.   Licensee shall notify Nabisco in writing of any
          infringement and any reproduction, counterfeit, copy or
          colorable imitation by others of the IP that may come to
          Licensee's attention, and Nabisco shall have the sole and
          exclusive right to determine whether or not any action
          shall be taken on account of any such infringement,
          reproduction, counterfeit, copy or imitation.  Nabisco
          shall control any and all infringement and unfair
          competition actions and it shall have the sole and
          exclusive right to commence or prosecute any claims or
          suits with respect to the IP in its own name or jointly in
          the name of Nabisco and Licensee at Nabisco's expense.

     f.   Nabisco shall notify Licensee in writing of any
          infringement and any reproduction, counterfeit, copy or
          colorable imitation by others of the Fiddle Faddle
          trademark, together with the associated logos, trade
          dress, packaging appearance and claims to copyrights
          associated therewith ("Lincoln IP") that may come to
          Nabisco's attention, and Licensee shall have the sole and
          exclusive right to determine whether or not any action
          shall be taken on account of any such infringement,
          reproduction, counterfeit, copy or imitation.  Licensee
          shall control any and all infringement and unfair
          competition actions and its shall have the sole and
          exclusive right to commence or prosecute any claims or
          suits with respect to the Lincoln IP in its own name or
          jointly in the name of Licensee and Nabisco at Licensee's
          expense.

8.   Indemnifications

     a.   Except as otherwise provided in Paragraph 8.c. below,
          Licensee hereby agrees to indemnify and hold harmless
          Nabisco and its parent and affiliated companies and each
          of their respective agents, officers, directors, and
          employees from any and all claims, losses, demands,
          damages, judgments, costs and expenses, including
          reasonable attorneys' fees, that may be claimed, asserted
          or rendered against Nabisco or any or all of the above
          mentioned persons or their successors, arising from:  (i)
          any actual or alleged injury, damage, death or other
          occurrence to any person  or property arising or resulting
          directly or indirectly out of the distribution and sale,
          or the possession, use or consumption of the Products
          manufactured, sold or supplied by Licensee at any time;
          (ii) any actual or alleged patent, copyright or, subject
          to Paragraph 8.c. below, trademark infringement or
          dilution, false advertising, unfair competition or trade
          secret violation, arising from the formulation,
          manufacture, packaging, distribution, promotion,
          exploitation or sale of the Products; or (iii) the failure
          of Licensee to fulfill any of its obligations under this
          Agreement.  Any consents, approvals, inspections, reviews
          or similar actions undertaken or not undertaken by Nabisco
          or its agents under this Agreement shall not waive, reduce
          or otherwise affect or diminish any rights of Nabisco or
          any of the above mentioned parties or their successors to
          indemnification under this Agreement. 

     b.   Except as may be provided in Paragraph 8.c. below, Nabisco
          and its parent and affiliated companies, and each of their
          respective agents, officers, directors, and employees or
          their successors will not be responsible, in any way, to
          any party whatsoever, with respect to any warranties,
          negligence, defects, or other obligations, however any of
          the foregoing might arise, with respect to the
          formulation, manufacture, packaging, distribution,
          promotion, exploitation, or sale of the Products. 
          Licensee and its parent and affiliated companies, and each
          of their respective agents, officers, directors, and
          employees or their successors will not be responsible, in
          any way, to any party whatsoever, with respect to any
          warranties, negligence, defects, or other obligations,
          however any of the foregoing might arise, with respect to
          the formulations, manufacture, packaging, distribution,
          promotion, exploitation, or sale of any of Nabisco's
          products, except the Products.

     c.   Nabisco hereby agrees to indemnify and hold harmless
          Licensee and its parent and affiliated companies and each
          of their respective agents, officers, directors, and
          employees from any and all claims, losses, demands,
          damages, judgments, costs and expenses, including
          reasonable attorneys' fees, that may be claimed or
          asserted or rendered against Licensee, or any or all of
          the above mentioned persons or their successors arising
          from:  (i) any actual or alleged injury, damage, death or
          other occurrence to any person or property arising or
          resulting, directly or indirectly, out of the distribution
          and sale, or the possession, use or consumption of any of
          Nabisco's products manufactured, sold or supplied by
          Nabisco during the Term; or (ii) any actual or alleged
          copyright, trademark infringement, false advertising or
          unfair competition arising out of the use of the IP in the
          Territory by Licensee pursuant to this Agreement.  Nabisco
          reserves the right to defend itself against any said
          trademark infringement suit and Licensee shall assist
          Nabisco in the defense of any such suit as Nabisco may
          reasonably request.

     d.   In the event of any claim, action or proceeding for which
          a person is entitled to indemnity hereunder, the person
          seeking indemnity (the "Claimant") shall promptly notify
          the other party (the "Indemnitor") of such matter in
          writing.  The Indemnitor shall then promptly assume
          primary responsibility for and shall have primary control
          of such matter, including settlement negotiations and the
          institution and defense of any legal proceedings, provided
          the Claimant shall retain the right to be represented, at
          its expense, by separate counsel.  The Claimant shall have
          the right to approve or disapprove any proposed
          settlement, provided that in the event Claimant
          disapproves a proposed settlement, the Claimant shall
          promptly assume responsibility for and control of such
          matter and the Indemnitor shall thereafter have no further
          obligation or liability for indemnification with regard to
          such matter.  Subject to the foregoing, the Claimant shall
          otherwise fully cooperate at the Indemnitor's expense in
          the Indemnitor's handling and defense of any such claims,
          action or proceeding.

     e.   In the event of a challenge or protest by the Federal
          Trade Commission, the Food and Drug Administration, any
          state attorney general or any other regulatory body
          alleging false or misleading advertising and/or labeling
          provisions and/or adulterated or misbranded product, the
          Claimant shall (to the extent permitted by law or such
          governmental agency) have the right to participate in any
          settlement proceedings related thereto and to be consulted
          by the Indemnitor regarding such settlement, and the
          Indemnitor shall not, without the prior consent (not to be
          unreasonably withheld or delayed) of the Claimant:  (i)
          settle or compromise any such challenge or protest or (ii)
          (unless required by law) release to the public any
          settlement or other statement of the terms under which
          such challenge or protest has been settled or compromised.

     f.   Licensee shall have no claim or cause of action against
          Nabisco, including, but not limited to, any claim for
          damages or compensation for losses or expenses incurred,
          including attorneys' fees, or for lost profits, arising in
          any fashion from the lawful and proper termination of this
          Agreement. 

9.   Insurance

     a.   Licensee shall obtain, and at its own cost and expense,
          Ten Million Dollars ($10,000,000) umbrella comprehensive
          general liability insurance, including product liability
          coverage, and One Million Dollars ($1,000,000)
          advertiser's liability coverage, protecting Nabisco and
          its parent and affiliated companies against any claim or
          suits arising in any fashion from the consumption,
          manufacture, distribution, advertising, promotion or sale
          of the Products.  Licensee shall submit to Nabisco
          certificates of insurance with a thirty (30) day prior
          written notice of cancellation provision, with "RJR
          Nabisco, Inc., its subsidiaries, and affiliated companies
          and each of their respective officers, directors, agents
          and employees" named as additional insured parties, as
          evidence of such insurance coverage.  At least 30 days
          prior to the commencement of the Term of this Agreement,
          Licensee shall submit to Nabisco a binder as evidence of
          insurance coverage set forth above with certificates of
          insurance subsequently submitted to Nabisco within thirty
          (30) days thereafter.  Licensee shall keep policies in
          force during the Term of this Agreement and for at least
          one year thereafter, and submit to Nabisco evidence of
          renewal prior to the expiration of the original term of
          insurance and each renewal term thereafter.

     b.   It is understood and agreed that if Licensee fails to
          obtain or maintain in force for a period of 30 consecutive
          days such comprehensive general liability insurance and
          advertiser's liability coverage, pursuant to the
          requirements of Paragraph 9.a. above, Nabisco shall have
          the right to terminate this Agreement should the defect
          not be remedied within five (5) business days following
          receipt of notice by Licensee.  Should this Agreement be
          so terminated, Licensee shall have no cause of action
          against Nabisco or its parent or affiliated companies in
          connection with such termination, including, but not
          limited to, any claim for damages or compensation for
          losses or expenses incurred, or for lost profits.

10.  Royalties and Payments

     a.   The parties hereby agree on the following royalty rates:

          (i)  Nabisco hereby grants Licensee a royalty free license
               for use of the IP on the Products in the Distribution
               Channels in the Territory for the First and Second
               License Year; 

          (ii) In the Third through Fifth License Years, Licensee
               shall pay Nabisco a royalty in each such License Year
               of (i) one percent (1%) of annual Net Sales of
               Products in the Distribution Channels in the
               Territory with respect to sales of up to 2,250,000
               Equivalent Cases of Product in any such License Year;
               and (ii) two percent (2%) of annual Net Sales of
               Products in the Distribution Channels in the
               Territory with respect to sales in excess of
               2,250,000 Equivalent Cases of Product in any such
               License Year.

     b.   Licensee shall provide Nabisco, within forty-five (45)
          days after the end of each calendar quarter, during the
          Third through Fifth License Years, whether or not any
          royalties are due, a complete and accurate statement of
          its Net Sales of Products for that quarter substantially
          in the form set forth in Exhibit 2, which statement shall
          be accompanied by any payment due.

11.  Reports and Records

     a.   Licensee shall keep at its principal place of business
          accurate and complete records of all matters pertaining to
          its obligations under this Agreement.  Nabisco, or its
          authorized representative, shall have the right to audit
          said records (upon thirty (30) days written notice, during
          normal business hours) solely for the purpose of
          determining the accuracy of any royalty statement
          delivered to Licensor.

     b.   Licensee shall maintain records to verify accuracy of the
          computation of royalty payments for a period of one (1)
          year after such payments. Nabisco, or its authorized
          representative, shall have the right to audit said records
          for the period of one (1) year after such payments. This
          Paragraph 11.b. shall survive the termination of this
          Agreement.

     c.   In the event the audit discloses a discrepancy between
          royalties due Nabisco and royalties actually paid to
          Nabisco of greater than ten percent (10%), Licensee shall
          pay Nabisco's audit costs under this Paragraph and the
          balance due on the earned royalties, together with
          interest thereon calculated from the date such deficiency
          was due at an annual rate based on the then current three
          month LIBOR Rate plus twelve point five (12.5) basis
          points.

12.  Term and Termination

     a.   Term. The Term shall commence as of January 1, 1998 and
          shall continue for a period of five years thereafter,
          unless sooner terminated or extended as set forth herein
          below.

     b.   Termination in Event of Default, With Right to Cure. If
          any of the following defaults shall have happened:

          (i)  If Licensee fails to make any required payment or
               submit the required royalty report for a period
               beyond thirty (30) days from the date such payment or
               report was due, or fails to pay with interest any
               amount due within three (3) business days after
               notice of default; or

          (ii) If Licensee fails to have affixed on any Product the
               notice required by Section 5.c. hereof or as required
               by applicable law or regulation, or utilizes any
               Associated Materials not approved by Nabisco, where
               required, in accordance with the procedure set forth
               in Section 5.a.; or

         (iii) In the event one or more of the following events
               shall occur, which event or events do not rise
               to the level of a Class I or Class II recall (as
               set forth in Paragraph 12.c. herein):  (A) food
               pathogens are found in a Product or a Product is
               otherwise adulterated; (B) Licensee has
               materially deviated from the Lincoln Operating
               Procedures, without obtaining the prior approval
               of Licensor in accordance with the procedure set
               forth in Paragraph 2.a.; or (C) Licensee has
               materially altered the taste, texture, nature or
               in other respects the quality of a Product
               without Nabisco's prior written consent given
               pursuant to Paragraph 2 above; or

          (iv) If Licensee commits a material breach of this
               Agreement, or defaults with respect to a material
               obligation under this Agreement or otherwise fails to
               perform a material obligation (other than a breach,
               default or failure that rises to the level of a Class
               I or Class II recall, as set forth in Paragraph 12.c.
               herein), which breach, default or failure, in the
               judgment of Nabisco (exercised reasonably and in good
               faith), as an isolated event or a series of events in
               the aggregate, has caused or resulted in:

               A.   material damage to the reputation or goodwill of
                    Nabisco; or

               B.   material adverse publicity to Nabisco, the IP
                    and/or Nabisco's marks, or material adverse
                    publicity to Licensee which has a material
                    adverse affect on Nabisco, the IP and/or
                    Nabisco's marks; or

               C.   Product that is likely to cause severe adverse
                    health consequences or is adulterated or
                    misbranded within the meaning of the Federal
                    Food, Drug and Cosmetic Act has been distributed
                    by Licensee which in the judgment of Nabisco
                    (exercised reasonably and in good faith) has
                    resulted in material damage to the reputation or
                    goodwill of Nabisco or material adverse
                    publicity to Nabisco, the IP and/or Nabisco's
                    trademarks, or material adverse publicity to
                    Licensee which has a material adverse affect on
                    Nabisco, the IP and/or Nabisco's trademarks; or 

          (v)  If Licensee otherwise defaults in the performance of
               any of the other terms, conditions or provisions of
               this Agreement (other than a default that rises to
               the level of a Class I or Class II recall, as set
               forth in Paragraph 12.c. herein) in such a manner as
               to materially and adversely affect the rights of
               Nabisco hereunder or the validity or enforceability
               of a IP;

          then in all the foregoing circumstances, Licensor may, if
          it so elects, terminate this Agreement upon thirty (30)
          days prior written notice; provided, however, that none of
          the circumstances set forth in Paragraph 12.b. above shall
          constitute a breach (with the remedy of the exercise of
          the right of termination being available to Licensor) if
          any such breach or default is remedied within thirty (30)
          days after written notice thereof from Licensor, or if
          such breach or default is of a nature that cannot be
          remedied within thirty (30) days, Licensor shall have
          commenced curing such breach or default within thirty (30)
          days after written notice thereof from Licensor and shall
          proceed thereafter with due diligence and good faith to
          complete the curing as soon as possible. 

     c.   Termination Under Extraordinary Circumstances By Nabisco
          Without Right to Cure.  Notwithstanding anything in this
          Agreement to the contrary, Nabisco shall have the right,
          in its sole discretion, to terminate this Agreement
          immediately and without Licensee's right to cure, upon
          notice to Licensee, if any of the following events occur:

          (i)  In the event of a breach, failure or default of this
               Agreement, which breach, failure or default, in the
               judgment of Nabisco, as an isolated event or a series
               of events in the aggregate, has caused or resulted
               in: Product has been distributed that qualifies as
               (a) a Class I recall of the Product or (b) a Class II
               recall of the Product (Class I and Class II shall
               have the meanings set forth in  21 C.F.R. Section
               7.3); or

          (ii) If Licensee fails to obtain or maintain insurance
               coverage, pursuant to the requirements of Paragraph
               9; or

         (iii) In the event of an actual or attempted
               assignment or sublicense hereof by Licensee, or
               in the event Licensee delegates its duties
               hereunder or subcontracts a substantial portion
               of the manufacture of any Product without
               Nabisco's prior written consent in each
               instance, or

          (iv) Licensee commits multiple breaches previously cured
               under Section 12.b., or 

          (v)  Licensee enters into a licensing agreement in
               violation of Paragraph 21.

     d.   Termination in the event of Bankruptcy.  If Licensee files
          a voluntary petition of bankruptcy, (ii) an order for
          relief under the Bankruptcy Code or other insolvency law
          is entered against Licensee which order is not vacated
          within 20 days, (iii) Licensee is adjudicated as bankrupt,
          (iv) a petition in bankruptcy is filed against Licensee
          which petition is not dismissed within 90 days from the
          filing thereof, (v) Licensee become insolvent or makes an
          assignment for the benefit of its creditors or an
          arrangement pursuant to any bankruptcy or insolvency law,
          or (vi) if a receiver is appointed for it or its business,
          the license hereby granted shall automatically terminate
          forthwith without any notice whatsoever being necessary. 
          Should this Agreement be so terminated, Licensee, its
          administrator, successors, or assigns shall have no right
          to sell, exploit or in any way deal with or in any
          Products covered by this agreement or any written or
          printed or tangible matter bearing the IP, except with and
          under the special consent and instructions in writing of
          Nabisco.

     e.   Termination for Failure to Use IP.  If at any time after
          the end of the Second License Year of this Agreement
          Licensee introduces Products in the Territory without the
          IP, fails to introduce Products in the Territory bearing
          the IP, or ceases to sell Products in the Territory
          bearing the IP, Nabisco may:  (i) terminate the license
          hereby granted; or (ii) amend the license grant to a
          non-exclusive license; which options may be exercised, in 
          Nabisco's sole discretion and at its option, by giving
          written notice to Licensee.  Such notice shall be
          effective when mailed, without any period for cure.

     f.   Termination by Licensee.  Licensee shall at all times have
          the right to terminate this Agreement upon 30 day prior
          written notice.

13.  Inventory Upon Termination

     a.   Ten (10) days after a notice of termination is given or
          the happening of an event that automatically  terminates
          this Agreement where no notice is required, Licensee shall
          furnish to Nabisco a statement certified by the president
          or chief financial officer of Licensee to be true and
          correct showing the number and description of Products on
          hand, held for Licensee in inventory or otherwise, or in
          process.

     b.   After expiration of the Term or earlier termination of
          this Agreement, except as otherwise provided in this
          Agreement and except in the event of termination pursuant
          to Paragraph 2.d. or 9.b. or  subparagraph  (iii), (iv) or
          (v) of Paragraph 12.b. or Paragraph 12.c., Licensee shall
          have the right to deplete existing inventories of Products
          bearing the IP for a period not to exceed six (6) months
          following the date of expiration or termination; provided,
          however, that Licensee acknowledges that the use of the IP
          during this 6-month period is non-exclusive.  Further,
          during this 6-month period, Licensee shall to the best of
          its ability remove Product beyond its shelf life from
          store shelves and shall fully perform all its obligations
          required under this Agreement as if it had not expired or
          terminated.  Within thirty (30) days of the expiration of
          this six month period, Licensee shall offer to sell to
          Nabisco its remaining inventory of Products, finished and
          in-process, and any packaging therefor together with its
          inventory of Associated Materials at Licensee's cost. 
          Nabisco shall have thirty (30) days to accept the offer to
          sell this inventory.  If Nabisco does not accept the
          offer, Licensee shall have an additional three (3) months
          from the date of Nabisco's notice that it does not intend
          to purchase such inventory in which to deplete any
          remaining inventory of Products.  Thereafter the inventory
          shall be destroyed at Licensee's expense and a sworn
          certificate of destruction shall be furnished by Licensee
          to Nabisco in a form acceptable to Nabisco and executed by
          the chief operating officer or chief financial officer of
          Licensee.

14.  Effect of Termination

     a.   Upon termination of this Agreement, all rights granted to
          Licensee hereunder shall forthwith revert to Nabisco, and
          Licensee shall stop all further use of the IP or any
          further reference to them, direct or indirect, or any
          reproduction, counterfeit, copy or colorable imitation
          thereof, in connection with the manufacture, sale or
          distribution of Licensee's goods or other items of
          tangible or intangible property except as provided in
          Paragraph 13 above or otherwise in this Agreement. 
          Licensee shall not initiate any new use of the IP or any
          colorable imitation thereof on its Associated Materials. 
          Licensee shall be permitted to use its inventories of
          approved Associated Materials and to use the IP in
          existence at the time of service of a notice of
          termination hereunder, only for promotion or advertising
          in connection with its depletion of the Products. 
          Licensee shall promptly execute and deliver, at Nabisco's
          expense, to Nabisco or its designee any and all documents
          required to transfer to Nabisco or its designee any IP
          rights or equities that may be vested in Licensee as a
          result of Licensee's use of the IP pursuant to this
          Agreement and, if any of the foregoing are not
          transferable, shall execute and file, at Nabisco's
          expense, with the appropriate authorities any and all
          documents required to effectuate or to evidence the
          surrender by Licensee of the right to use the IP.

     b.   Licensee acknowledges that its manufacture, sale or
          distribution of the Products, or any other goods bearing
          the IP, after termination of this Agreement, except as
          provided in Paragraph 13 above, shall result in immediate
          and irreparable damage to which there is no remedy in law
          to Nabisco and to the rights of any subsequent Licensee. 
          Licensee acknowledges and admits that there is no adequate
          remedy of law for its failure to cease such activities and
          that, in such event, Nabisco shall be entitled to
          equitable relief by way of such temporary and permanent
          injunctive relief as a court may deem just and proper.

     c.   Licensee shall not be able to claim from Nabisco any
          damages or compensation for losses or expenses incurred or
          for loss of profits arising in any fashion from Nabisco's
          proper and lawful termination of this Agreement.

     d.   Licensor shall not be able to claim from Licensee any
          damages or compensation for losses or expenses incurred or
          for loss of profits arising in any fashion from Licensee's
          proper and lawful termination of this Agreement.

     e.   Termination of this Agreement for any reason shall not
          affect those obligations that have theretofor accrued or
          that, from the context hereof, are intended to survive
          termination of this Agreement.

15.  Representations

     a.   In addition to all of the agreements, promises,
          guarantees, covenants, warranties and obligations herein
          contained, Licensee represents and warrants to Nabisco
          that it is a corporation  organized and validly existing
          under the laws of the state of its incorporation with full
          power and authority to execute, deliver and fully perform
          the terms and conditions hereof, and that it is under no
          restriction or prohibition limiting its ability or right
          to execute, deliver and fully perform its obligations
          hereunder.

     b.   In addition to all of the agreements, promises,
          guarantees, covenants, warranties and obligations herein
          contained, Licensor represents and warrants to Licensee
          that it is a corporation organized and validly existing
          under the laws of the state of its incorporation with full
          power and authority to execute, deliver and fully perform
          all terms and conditions hereof, and that it is under no
          restriction or prohibition limiting its ability or right
          to execute, deliver and fully perform its obligations
          hereunder.  Licensor further represents that use of the IP
          by Licensee pursuant to this Agreement will not conflict
          with the rights of any third parties.

16.  Disclaimer of Warranties and Representations by Nabisco

          Nabisco and Licensee make no warranty or representation
     whatsoever, express or implied, as to the amount of gross
     sales, net sales, profits or volume that Nabisco or Licensee,
     as the case may be, will derive from or may expect with respect
     to the sale of the Products.

17.  Notices

          Any notice or report sent pursuant to any provision of
     this Agreement shall be sent and shall be deemed given four (4)
     days after being sent by certified mail, return receipt
     requested, or will be deemed given when delivered in person or
     by facsimile transmission if confirmation copy is received by
     overnight courier on the following day, to the following
     addresses or such other addresses as shall be hereafter
     notified:

             If to Nabisco:   Nabisco Brands Company
                              Suite 2740
                              One South Wacker Drive
                              Chicago, Illinois  60606
                              Attention:  Kathleen Gallagher
                              Fax:  312-726-7027

            with a copy to:   Planters Company
                              100 DeForest Avenue
                              East Hanover, New Jersey  07936
                              Attention:  Ed Lyons
                              Fax:  201-503-3554

            If to Licensee:   Lincoln Snacks Company
                              4 High Ridge Park
                              Stamford, Connecticut  06905
                              Attention:  R. Scott Kirk
                              Fax:  203-329-4555

            with a copy to:   Noel Group, Inc.
                              667 Madison Avenue
                              Suite 2500
                              New York, New York  10021
                              Attention:  Karen Brenner
                              Fax: 212-758-8531

18.  Applicable Law

          This Agreement shall be construed in accordance with the
     laws of the State of Illinois applicable to contracts executed
     and to be fully performed in such jurisdiction.

19.  No Joint Venture

          Nothing herein contained shall be construed to place the
     parties in the relationship of principal and agent, partners or
     joint venturers, and Licensee shall have no power to obligate
     or bind Nabisco in any manner whatsoever.

20.  Assignment or Sublicense

     a.   Neither party may assign, convey or transfer this
          Agreement or any part of its rights or obligations
          hereunder without the prior written consent of the other
          party.  Notwithstanding the foregoing, (i) Nabisco
          acknowledges that Licensee is a party to a certain
          Revolving Credit, Term Loan and Security Agreement dated
          December 3, 1993, as amended, with the Bank of New York
          Commercial Corporation ("BNYCC"), pursuant to which
          Licensee has assigned its interest under this Agreement to
          BNYCC as collateral security for the performance of its
          obligations thereunder, and that the collateral security
          interest held by BNYCC or any other successor financial
          institution shall not be deemed to be an assignment of
          this Agreement,  (ii) Licensee may assign, convey or
          transfer this Agreement in the event of a Change of
          Control provided that Nabisco shall not have exercised its
          right to terminate in accordance with and in the manner
          set forth in Paragraph 20.b. of this Agreement, and (iii)
          Nabisco may assign, convey or transfer this Agreement in
          connection with a sale of all or substantially all of the
          business or assets of Planters;  provided, however, that
          the prior written consent of Licensee shall be required to
          assign this Agreement to any person who is engaged,
          directly or indirectly, in the ready-to-eat caramel
          popcorn business.  In the event of a permitted assignment,
          conveyance or transfer, the holder or holders through
          assignment, transfer or conveyance of this Agreement or
          the rights granted hereunder shall be bound by all of the
          terms and conditions hereof applicable to its transferor.

     b.   Licensee shall provide prompt written notice to Nabisco in
          the event of a Change of Control (as hereinafter defined). 
          In such event, Nabisco shall have the right, exercisable
          within thirty days of the date of notice of a Change of
          Control, to terminate this Agreement by written notice,
          effective thirty days after the date of such notice of
          termination.  In the event of termination of this
          Agreement as a result of a Change of Control, the
          provisions of Paragraph 14 shall apply.  A "Change of
          Control" shall mean (i) a sale of substantially all of the
          business and assets of Licensee and (ii) any transaction
          or series of transactions (including, without limitation,
          a tender offer, merger or consolidation) the result of
          which is that any "person" or "group" (within the meaning
          of Sections 13(d) and 14(d)(2) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act")) other than
          Noel Group, Inc. ("Noel") becomes the "beneficial owner"
          (as defined in Rule 13(d)(3) under the Exchange Act) of
          more than 50% of the total aggregate voting power of all
          classes of the voting stock of Licensee, and/or warrants
          or options to acquire such voting stock, calculated on a
          fully diluted basis.  Notwithstanding anything to the
          contrary herein, a transfer by Noel of its interest in
          Licensee to a "liquidating trust" will not be deemed to be
          an assignment hereof.

     c.   Notwithstanding Paragraph 20.b., the acquisition of any
          majority interest (i.e., 50% or more) of Licensee or Noel
          by a person or entity that is a competitor of Nabisco in
          the snack foods business shall be deemed an assignment for
          purposes of this Paragraph 20.

     d.   During the term of this Agreement and any renewal period,
          Licensee shall promptly provide Licensor with copies of
          all Schedule 13D's and Schedule 13G's (and all amendments
          thereto) filed with the Securities and Exchange Commission
          relating to the beneficial ownership of Licensee's common
          stock.

     e.   In the event Licensee assigns any benefits, rights, or
          duties hereunder without Nabisco's prior written consent,
          Nabisco may, at its sole discretion, terminate the
          agreement.  Should this agreement be so terminated,
          Licensee shall have no cause of action against Nabisco in
          connection with such termination, including, but not
          limited to, any claim for damages or compensation for
          losses or expenses incurred, or for lost profits.

21.  Exclusivity 

          During the Term and any Renewal Term of this Agreement,
     Licensee or any other corporate entity in which Licensee has a
     majority interest shall not enter into any licensing agreement
     with any other person or entity for the development,
     manufacture, marketing or sale in the Territory of any ready-to-eat 
     caramelized popcorn or nut product utilizing trademarks
     of any competitor of Nabisco in the nut, candy or snack food
     category;  provided, however, that nothing in the foregoing
     shall prevent Licensee from entering into co-packing
     arrangements with any other person or entity that is a
     competitor of Nabisco in the nut, candy, or snack food
     category, including, without limitation, co-packing
     arrangements for private label manufacture; and further
     provided that Licensee may, with Nabisco's prior written
     approval, which shall not be unreasonably withheld or delayed,
     enter into a licensing agreement with another person or entity
     that is a competitor of Nabisco in the nut, candy or snack food
     category to utilize trademarks of that person or entity solely
     for Licensee's Screaming Yellow Zonkers and Poppycock
     caramelized popcorn products.

22.  Waiver

          The failure of any party hereto to enforce any provision
     of this Agreement, or any right with respect thereto, or
     failure to exercise any election provided for herein, shall in
     no way be considered a waiver of such provision, right, or
     election, or in any way affect the validity of this Agreement. 
     The failure of any party hereto to enforce any provision, right
     or election shall not prejudice such party from later enforcing
     or exercising that provision, right, or election which it has
     under this Agreement.

23.  Severability

          In the event that any provision of this Agreement or any
     part thereof is held by a court to be invalid, the remainder of
     this Agreement shall be binding on the parties and construed as
     if the invalid provisions or parts thereof have been deleted
     from this Agreement.

24.  Paragraph/Paragraph Order and Headings

          The section/paragraph order and headings are for
     convenience only and shall not be deemed to affect in any way
     the language, obligations or the provisions to which they
     refer.

25.  Entire Agreement

          This Agreement sets forth the entire understanding of the
     parties in respect of the subject matter hereof, and it may be
     amended or modified only in writing executed by each party
     hereto.

26.  Confidentiality

          Except as otherwise required by law, each party to this
     Agreement shall maintain the terms of this Agreement in
     confidence and shall not disclose the terms to any person
     except only to the extent necessary to that party's employees
     or, in the case of Nabisco, to the employees of its parent
     company, Nabisco, Inc., or to that party's legal, accounting
     and banking counsel as required to implement the Agreement. 
     Neither party shall issue a public statement concerning or
     announcing this Agreement without the written consent of the
     other party, which shall not be unreasonably withheld or
     delayed.

NABISCO BRANDS COMPANY             LINCOLN SNACKS COMPANY

By:    /s/ K. Bolte                By:    /s/ Karen Brenner      

Name:  Karl Bolte                         Name:   Karen Brenner

Title: Assistant Secretary                Title:  Chairman/CEO   
<PAGE>
<TABLE>
<CAPTION>
                             EXHIBIT 1
                         FIDDLE FADDLE SKUs

                                                         CASE
  UPC                PRODUCT                             PACK/SIZE
<S>       <C>                                            <C>
98231-0   5 oz. Butter Toffee Fiddle Faddle              12/5 oz.
98250-0   5 oz. Caramel Fiddle Faddle                    12/5 oz.
98431-0   4.25 oz. Fat Free Fiddle Faddle                12/4.25 oz.
98214-0   10 oz. Caramel Fiddle Faddle                   12/10 oz.
98233-0   10 oz. Butter Toffee Fiddle Faddle             12/10 oz.
98433-0   8.5 oz. Fat Free Fiddle Faddle                 12/8.5 oz.
98228-0   15 oz. Caramel Fiddle Faddle                   12/15 oz.
98247-0   15 oz. Butter Toffee Fiddle Faddle             12/15 oz.
98447-0   12.7 oz. Fat Free Fiddle Faddle                12/12.7 oz.
98238-0   .5 oz. Snax Pack Caramel Fiddle Faddle         12/7.5 oz.
98239-0   .5 oz. Snax Pack Butter Toffee Fiddle Faddle   12/7.5 oz.
98240-0   .5 oz. Snax Pack Assorted Fiddle Faddle        12/8.5 oz.
</TABLE>
<PAGE>

                             EXHIBIT 2
                                  
                     EARNED NET SALES STATEMENT
                                FOR

PRODUCT:____________________________________________________

QUARTER ENDED:_____________________________________________

                       SALES CURRENT QUARTER

# of Units Sold          _____         Gross Sales    _____

Less:  Cash discounts and returns.                    (    )
Documentation submitted herewith.
         
                                       Net Sales      _____

                                  
                    SALES CONTRACT YEAR TO DATE

# of Units Sold           _____        Gross Sales    _____

Less:  Cash Discounts and returns.                    (    )
Documentation to be submitted herewith.
                                       Net Sales      _____