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                                                                   EXHIBIT 10.20


                                 EXHIBIT 1.45

                     FORM OF TRANSITIONAL SUPPLY AGREEMENT

This is a TRANSITIONAL SUPPLY AGREEMENT ("TS Agreement"), dated November ___,
1997 between The Procter & Gamble Manufacturing Company, an Ohio corporation
("Supplier"), and MBW Investors LLC, a Delaware limited liability company
("Buyer"'). Each of Supplier and Buyer may hereafter be referred to as a "Party"
or, collectively, as "Parties."

WHEREAS, Supplier, certain of Supplier's Affiliates, and Buyer have entered into
an Asset Sale and Purchase Agreement, dated as of November ___ 1997 ("Sale
Agreement"), pursuant to which Buyer will purchase the Acquired Assets (as
defined in the Sale Agreement and a Transitional Services Agreement ("Services
Agreement") dated November _____, 1997 pursuant to which Supplier's Affiliates
will provide certain transitional services to Buyer); and

WHEREAS, in connection with the acquisition, Buyer wishes that Supplier continue
Manufacturing (as defined hereinafter) Products (as defined hereinafter) for the
period set forth herein;

NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants, agreements, and conditions contained herein, the parties hereto agree
as follows:

                                   ARTICLE I
                              CERTAIN DEFINITIONS

1.01  General. Any capitalized term used but not defined herein will have the
      meaning set forth in the Sale Agreement or the Services Agreement.

1.02  "Contract Manufacturing" means the Manufacturing of Products of the
      Business by any third party pursuant to an agreement with Supplier. The
      terms "Contract Manufacture", "Contract Manufacturer" and "Contract
      Manufactured" will have the appropriate derivative meanings.

1.03  "Major Repairs" means repairs or replacements of equipment (including
      Equipment) or facilities used in the Manufacture of Products to the extent
      such repairs or replacements exceed the monthly repair, replacement and
      maintenance cost assumed in Schedule TS9.01.

1.04  "Manufacturing" means the sourcing and warehousing of raw and packaging
      materials, compounding, component preparation, incoming and outgoing
      quality control, fabrication, filling, inspecting, labeling, packing,
      packaging and/or
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      warehousing of any Product, or any part thereof as well as associated
      activities, in accordance with the Specifications and the terms and
      conditions of this TS Agreement. It will also mean the management of any
      Contract Manufacturing. The terms "Manufacture" and "Manufactured" will
      have the appropriate derivative meanings.

1.05  "Plant" means that portion of Supplier's facility located in Jackson,
      Tennessee, that is used exclusively in the Business and/or such other
      facility of Supplier as may be used exclusively in the Manufacture of
      Products.

1.06  "Products" means, except where specifically qualified in this TS
      Agreement, all of the SKUs of the Business as formulated and packaged for
      sale as of Closing, whether Manufactured before or after the date hereof
      together with any Mandatory Changes, Alterations and/or Additional
      Modifications.

1.07  "Product Category" means the particular type of Product. For purposes of
      this TS Agreement, a Product may be categorized as one of the following:
      angel food cake mix; brownie mix; layer cake mix; cookie mix; frosting;
      muffin mix; and all other mixes.

1.08  "SKUs" means Stock Keeping Units.

1.09  "Specialty Mixes" means angel food cake mix, brownie mix, cookie mix,
      muffin mix and all other mixes except layer cake mix.

1.10  "Specifications" means the procedures, requirements, formula(e) and
      standards related to Products employed by Supplier as of the Closing Date,
      as amended pursuant to this TS Agreement.

1.11  "Transitional Period" means that period commencing on the Closing Date
      ending on the following date for the following Products:

      Specialty Mixes  6 months after the Closing Date

      frosting         9 months after the Closing Date

      layer cake mix   15 months after the Closing Date

1.12  Other Definitions. Other terms defined in this Agreement, and the location
      where they are defined, are:
 
      "Affected Party".....................Section 18.04
      "Additional Modifications"...........Section 6.03
      "Alterations"........................Section 6.02

                                      -2-
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<TABLE>
<CAPTION>                                                                
     <S>                                              <C>                      
      "Baseline"........................................Section 3.02(b)         
      "Buyer"...........................................Preamble                
      "Closing Date Month"..............................Section 3.01          
      "Defaulting Party"................................Section 17.01           
      "Demands".........................................Section 13.01           
      "Distribution Center Pipeline Inventory"..........Section 5.05            
      "FIFO"............................................Section 5.02            
      "First Going Month"...............................Section 3.01 
      "First Removal"...................................Schedule TS2.01         
      "Forecast"........................................Section 3.02            
      "Forecast Update".................................Section 3.03            
      "Initial Forecast"................................Section 3.01           
      "Mandatory Changes"...............................Section 6.01            
      "Next Month"......................................Section 3.02            
      "Non-Affected Party"..............................Section 17.04           
      "Non-Defaulting Party"............................Section 16.01           
      "Party"/"Parties".................................Preamble                
      "Sales Agreement".................................Preamble                
      "Second Month"....................................Section 3.02(b)         
      "Second Removal"..................................Schedule TS2.01         
      "Services Agreement"..............................Preamble                
      "Supplier"........................................Preamble                
      "Technical Services"..............................Section 11.01           
      "Technical Services Period".......................Section 11.01           
      "Third Month".....................................Section 3.02(b)
      "Third Removal"...................................Schedule TS2.01         
      "Training Services"...............................Section 11.02           
      "TS Agreement"....................................Preamble                
      "TS Agreement Termination Date"...................Section 17.01           
      </TABLE>                                                                  


                                  ARTICLE II
                               BASIC OBLIGATIONS

2.01  Supplier's Obligation. Subject to the limitations and conditions of this
      TS Agreement, during the Transitional Period Supplier will Manufacture for
      Buyer, or arrange to have a third party Contract Manufacture for Buyer,
      or arrange for an Affiliate of Supplier to sell to Buyer, all or a
      portion of Buyer's requirements (up to the maximums set forth in Schedule
      TS2.01) for Products in compliance with the Specification and will perform
      certain Technical Services and Training Services for Buyer pursuant to
      Article 11.

                                      -3-
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2.02  Buyer's Obligation. Subject to the limitations and conditions of this TS
      Agreement, during the Transitional Period Buyer will purchase from
      Supplier all or a portion of its requirements (up to the maximums set
      forth in Schedule TS2.01) for Products, at the prices set forth on
      Schedule TS9.01 or at such other prices as may be determined in accordance
      with this TS Agreement. Buyer will also be responsible for paying various
      other expenses related to the Manufacture and shipment of the Products and
      related to the Technical Services and Training Services, as set forth
      elsewhere in this TS Agreement.


                                  ARTICLE III
                  MANUFACTURING SCHEDULING/REPORTS/LOCATIONS

3.01  Initial Forecast. Prior to the Closing Date, Buyer and Supplier will work
      together in good faith to develop a forecast ("Initial Forecast") of
      Buyer's requirements, by SKU and by shipment location (as designated
      pursuant to Section 5.01), for the period from the Closing Date until the
      end of the calendar month in which the Closing Date falls (the "Closing
      Date Month"), as well as for the first calendar month after the Closing
      Date Month (the "First Going Month"). On the Closing Date, this Initial
      Forecast will constitute a firm written purchase order, and Supplier will
      Manufacture and Buyer will purchase the quantities set forth in this
      Initial Forecast.

3.02  Rolling Forecast. On the 8th calendar day of the First Going Month and
      each subsequent month, Buyer will deliver to Supplier a forecast (the
      "Forecast") of Buyer's requirements, by SKU and by shipment location (as
      designated pursuant to Section 5.01) for the calendar month following the
      month in which the Forecast is delivered (the "Next Month"), as well as
      for all subsequent months of the Transitional Period.

      (a)  Permitted Variations from Forecast for Next Month. Upon delivery, the
           Forecast will constitute a firm written purchase order for the Next
           Month; provided, however, that if Buyer provides written notice to
           Supplier prior to the 5th calendar day of the Next Month, Buyer will
           be permitted to vary the quantities specified in the Forecast for
           that Next Month by up to 10% by SKU, with a maximum variation of up
           to 5% by Product Category.

      (b)  Permitted Variations from Forecast for Two Subsequent Months. First
                                                                         -----
           Forecast. The first Forecast delivered by Buyer will also form a
           --------
           baseline order ("Baseline") for the month following the Next Month
           (the "Second Month"), and for the month after that (the "Third
           Month"). Between the time of the first Forecast and the time when the
           quantities specified in that Forecast for the Second Month constitute
           a firm written purchase order, Buyer may vary the Baseline quantities
           for the Second Month by up to 20% by SKU, with a maximum variation of
           up to 10% by Product Category (in addition to the variation permitted
           after the forecasted quantities constitute a firm written purchase
           order by Section 3.02(a) above). Subsequent
                                            ----------

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          Forecasts. Each Forecast after the first Forecast will form a Baseline
          ---------
          for the Third Month. Between the time of any Forecast (including the
          first Forecast) and the time when the quantities specified in that
          Forecast for the Third Month constitute a firm written purchase order,
          Buyer may vary the Baseline quantities by up to 20% by SKU, with a
          maximum variation of up to 10% by Product Category (in addition to the
          variation permitted after the forecasted quantities constitute a firm
          written purchase order by Section 3.02(a) above).
An illustration of these permitted variations is set forth in Schedule TS3.02.

Notwithstanding the foregoing, if during any period, Buyer desires to purchase a
quantity of Products that exceeds the amounts set forth in any Forecast, Buyer
will notify Supplier in writing, and Supplier will consider such request and
may, in its sole discretion, accommodate Buyer, but will be under no obligation
to supply such additional quantities.

3.03  Forecast Updates. On Thursday of each week, Buyer will provide Supplier
      with an interim update ("Forecast Update") to the most recent Forecast.
      Forecast Updates will have no impact on the firm written purchase order
      quantities, the Baseline quantities, or any variations from such
      quantities permitted by Section 302, but will serve as a means to identify
      in advance any problem areas.

3.04  Reports by Supplier. If requested by Buyer, Supplier will provide Buyer
      with monthly raw material, packing material and finished Product reports
      reflecting Manufacturing, Contract Manufacturing, shipments, inventories,
      and non-binding projections related thereto. These reports will be issued
      during the first 10 Business Days of the month following the date of the
      request, provided the request is received by the 20th calendar day of the
      previous month.

3.05  Relocation of Manufacturing. If during the Transitional Period for any
      Product(s), Supplier elects to relocate any Manufacturing or Contract
      Manufacturing of such Product(s) to a facility(ies) different from the
      facility(ies) then Manufacturing or Contract Manufacturing Product,
      Supplier will notify Buyer at least 30 days prior to such relocation and
      will be solely responsible for any additional Manufacturing expenses
      during the Transitional Period for such Product(s) resulting from such
      relocation; provided, however, that if such relocation is mutually agreed
      upon between Supplier and Buyer (Buyer's agreement not to be unreasonably
      withheld if it intends to utilize such different facility(ies) on an
      ongoing basis after the Transitional Period), Buyer will be responsible
      for any such additional expenses.

                                      -5-
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                                  ARTICLE IV
                            MATERIALS AND EQUIPMENT
   
4.01  Sources of Materials. Supplier will source all raw and packaging materials
      required for Manufacturing or Contract Manufacturing Products from vendors
      reasonably selected by Supplier consistent with Supplier's ordinary past
      business practices and in quantities reasonably calculated to meet Buyer's
      Forecasts in a cost-effective manner.

4.02  Decisions About and Costs of Major Repairs. Buyer and its agents will be
      permitted reasonable access to the Plant to make an independent assessment
      of the need for and estimated cost of Major Repairs. Buyer will have the
      right, in its sole discretion, to determine whether a Major Repair should
      be made. Buyer will also have the right to select, and determine the
      method of selection of, the Person to make Major Repairs, including by
      means of solicitation of bids, subject in all cases to Supplier's
      approval, which will not be unreasonably withheld. The cost of Major
      Repairs will be borne by Buyer, except to the extent Major Repairs are due
      to Supplier's negligence, gross negligence, intentional misconduct or
      breach of this TS Agreement, in which case such cost will be borne by
      Supplier. Supplier will not be held liable for Manufacturing delays,
      disruptions, or adverse effects upon Product quantity or quality arising
      out of or related to Buyer's exercise of its rights under this Section
      4.02, except to the extent any such delays, disruptions or adverse effects
      upon Product quantity or quality are the direct result of Supplier's
      negligence, gross negligence, intentional misconduct or breach of this TS
      Agreement.

4.03  Normal Repair and Replacement of Equipment. Supplier will be responsible
      for all repairs or replacement of equipment (including Equipment) or
      facilities used in the Manufacture of Products to the extent such repairs
      or replacements are not Major Repairs.


                                   ARTICLE V
                             STORAGE AND SHIPPING

5.01  Storage and Shipping.
      (a)  During the Transitional Products Shipment Period, Supplier will store
           Products at existing Supplier plants and distribution centers.
           Supplier will be responsible for all damages to or loss of Products
           that take place while Products are stored in Supplier controlled
           distribution centers.
      (b)  After the Transitional Products Shipment Period, Supplier will ship,
           or arrange for a Contract Manufacturer to ship, Products in full
           truckload quantities (on common carriers selected by Buyer) at
           Buyer's expense (including without limitation any duties payable in
           respect of any shipment)

                                      -6-
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           and risk of loss from the Plant or Contract Manufacturer's facility
           (i.e., F.O.B. Supplier Plant or F.O.B. Contract Manufacturer's
           facility) to 5 locations specified by Buyer in writing at least 15
           calendar days prior to Supplier's first shipment. Upon 30 calendar
           days prior notice to Supplier, Buyer may change any destination for
           shipment of Products from the Plant or any Contract Manufacturer's
           facility. Neither Supplier nor any Contract Manufacturer will be
           responsible for month-month storage of finished product inventory, it
           being anticipated that all Product Manufactured will be shipped
           pursuant to Buyer's Forecast for each month.

5.02  Order of Use for Raw and Packaging Materials and Inventory by Supplier.
      Supplier will use raw and packaging materials for its Manufacture of
      Products on a first-in, first-out basis ("FIFO") consistent with
      Supplier's past ordinary business practices. Any Product inventory as of
      Closing will likewise be used first to satisfy Buyer's requirements.

5.03  Common Carrier Claims. After the Transitional Products Shipment Period,
      all claims by or to common carriers in connection with Products will be
      the responsibility of Buyer, except to the extent any such claim by a
      common carrier is due to Supplier's negligence, gross negligence,
      intentional misconduct or breach of this TS Agreement.

5.04  Pallets. Supplier and any Contract Manufacturer will ship Products to
      Buyer on CHEP pallets. After the Transitional Products Shipment Period,
      Buyer will, at its discretion, either pay Supplier for such pallets at
      Supplier's or any Contract Manufacturer's actual cost, as applicable, or
      establish a lease contract for such pallets directly with Chep USA.

5.05  Distribution Center Pipeline Inventory. Prior to the Closing, Supplier and
      Buyer will mutually agree on a commercially reasonable inventory of
      Products (the "Distribution Center Pipeline Inventory") which Supplier
      will, by the end of the Transitional Products Shipment Period, ship to
      Buyer's distribution centers to help Buyer meet anticipated customer
      orders from its distribution centers after the Transitional Products
      Shipment Period.


                                  ARTICLE VI
                           CHANGES TO SPECIFICATIONS

6.01  Mandatory Changes. Prior to the Closing, Supplier and Buyer will mutually
      agree on artwork and label changes to remove Supplier's names and consumer
      information telephone number ("Mandatory Changes"), which Supplier may
      make on its own timing; provided, however, that if Supplier elects not to
      use the

                                      -7-
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      Mandatory Changes after 3 months after Closing, such election will not
      constitute a breach by Buyer of Section 6.25 of the Sale Agreement.

6.02  Alterations. Upon 90 days' prior written notice to Supplier, Buyer may
      alter the Specifications for artwork and label copy of Product
      ("Alterations") without the consent of Supplier; provided that Buyer will
      be responsible at the time of the notice for:

      (a)  providing Specifications and any other materials required or prudent
           for implementation of such Alterations, including, without
           limitation, artwork;
      (b)  having secured from any Governmental Entity any approvals that may be
           necessary or advisable in connection with any Alteration, and Buyer
           will also be responsible for;
      (c)  any resulting increases in Manufacturing costs;
      (d)  all liabilities, costs or expenses, including those of third parties,
           arising out of or related to Alterations, including those related to
           the failure or alleged failure of the Alterations to comply with
           applicable laws and regulations; and
      (e)  all costs of scrapping raw or packaging materials (including the
           costs of the raw or packaging materials) or secondary market
           disposition of finished goods associated with any Alterations;
           provided, however, that Supplier and Buyer will share on an equal
           basis any scrapping costs for packaging materials associated with any
           Alterations after the 90 day notice period.

6.03  Additional Modifications. Buyer will not require Supplier to Manufacture
      any new SKUs that have not previously been marketed by Supplier as part of
      the Business. If, during the Transitional Period, Buyer wishes Supplier to
      Manufacture any SKUs that have previously been marketed but are not
      currently marketed by Supplier as part of the Business, or to make changes
      to the Specifications for existing SKUs other than Alterations
      (collectively "Additional Modifications"), Supplier will in good faith
      conduct a study into the cost and feasibility of such Additional
      Modifications. If, based on this study, Supplier concludes that the
      Additional Modifications can be achieved without significant hardship to
      Supplier or to the relocation of the Equipment, and if Supplier and Buyer
      reach a mutually acceptable agreement regarding the price and other
      particulars of the Additional Modifications, Supplier will make a good
      faith effort to implement the Additional Modifications.

For any Additional Modifications agreed to by Supplier and Buyer:
(a)  Supplier and Buyer will mutually agree upon a schedule for any such
     Additional Modifications to minimize the incremental costs resulting from
     such Additional Modifications;
(b)  Buyer will be responsible for the same requirements and expenses as set
     forth above with respect to Alterations;
(c)  Buyer will pay for and provide any new Equipment necessary to Manufacture
     Products with such Additional Modifications; and

                                      -8-
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(d)  the prices (and all components thereof) charged for the Products as set
     forth on Schedule TS9.01 thereto may be adjusted by Supplier (on a
     retroactive basis to the date of such Additional Modifications) to reflect
     incremental costs resulting from any such Additional Modifications.

6.04  Discontinuations. With 90 days written notice, and subject to Supplier's
      approval (which will not be unreasonably withheld), Buyer may from time to
      time discontinue existing SKUs.


                                  ARTICLE VII
                               QUALITY ASSURANCE

7.01  Supplier Tests. Supplier and any Contract Manufacturer will perform
      quality control tests and assays on raw and packaging materials and
      finished Products in accordance with Specifications.

7.02  Buyer Inspections. Supplier will permit Buyer's designated representatives
      to inspect and visit from time to time the Plant for the purpose of
      determining compliance with this TS Agreement. Such inspections will occur
      during regular business hours after reasonable written notice to Supplier.
      Buyer will not disrupt Supplier's operations.

7.03  Buyer Tests. At Buyer's request Supplier or any Contract Manufacturer
      will, at Buyer's expense, send a reasonable number of Product samples to
      Buyer for examination and testing, at Buyers expense, to assure conformity
      with Specifications.


                                 ARTICLE VIII
                             COMPLIANCE WITH LAWS

8.01  Laws Related to Manufacturing. Supplier will comply in all Material
      respects with laws and regulations relating to environmental matters,
      wages and hours, equal employment opportunity, tax withholding on
      payrolls, working and sanitary conditions and workers' compensation, in
      each case at the Plant with respect to Products.

8.02  Laws Related to Products. Notwithstanding Section 8.01, Buyer will be
      responsible for complying in all material respects with all other laws and
      regulations relating to Products (without regard to whether such Products
      have been the subject of any Alteration or Additional Modification),
      including without

                                      -9-
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      limitation laws relating to the formulation, transportation, labeling,
      sale, marketing and distribution of Products.


                                  ARTICLE IX
                                     PRICE

9.01  Pricing and Cost Assumptions. Schedule TS9.01 sets forth, by SKU, the
      price Buyer will pay Supplier for Products. Schedule T59.01 also sets
      forth major assumptions concerning the Manufacturing or Contract
      Manufacturing costs of Products. In the event of any increase or decrease
      in Manufacturing or Contract Manufacturing costs, (not including cost
      changes associated with any decision by Supplier to switch from
      Manufacturing Products itself to partial or full Contract Manufacturing of
      some or all Products, except as provided in Section 3.05) Supplier will
      pass such increase or decrease through to Buyer, such that the price Buyer
      will pay Supplier for Products will reflect such increase or decrease.
      Supplier will notify Buyer in writing of any such increase or decrease at
      least 15 calendar days prior to the effectiveness of such increase or
      decrease. The notice will include:
      (a)  the reason for the increase or decrease;
      (b)  the date when the increase or decrease will take effect; and
      (c)  the amount of the increase or decrease.
      Supplier will use its reasonable efforts to minimize Manufacturing and
      Contract Manufacturing cost increases consistent with its ordinary past
      business practices; provided, however, that this requirement will not
      limit Supplier's ability to switch from Manufacturing Products itself to
      partial or full Contract Manufacturing of some or all Products.


                                   ARTICLE X
                                    PAYMENT

10.01  Invoicing and Payment. Supplier will send Buyer an invoice for each
       truckload shipment of Products. All invoices will be based upon the bill
       of lading describing the Products and quantity of Products shipped to
       Buyer (or shipped to trade customers during the Transitional Products
       Shipment Period). Buyer will be responsible for paying each invoice
       within 30 calendar days of the date of such invoice and payment will not
       be delayed pending delivery of Products by any common carrier or
       resolution of any disputes between Buyer and any common carrier regarding
       the shipment. Buyer will pay Supplier a late payment charge of 12% per
       annum on any payment not received within the time period set forth above.
       Payment will be made in United States dollars and sent to the location
       designated in advance by Supplier.

                                      -10-
<PAGE>
 
                                  ARTICLE XI
                        TECHNICAL AND TRAINING SERVICES

11.01  Technical Services. From the Closing Date until the earlier of the
       termination of this TS Agreement or 15 months after the Closing Date (the
       "Technical Services Period"), Supplier will provide up to five thousand
       (5,000) person-hours of the time of appropriate personnel of Supplier or
       its Affiliate to assist Buyer in its efforts to prepare to Manufacture
       the Products (the "Technical Services").

11.02  Location and Scheduling of Technical Services. The Technical Services
       will be performed at such facilities of Buyer's or of Buyer's Contract
       Manufacturers as Buyer will designate or at other locations mutually
       agreed to by Supplier and Buyer (including Supplier's pilot Plant
       facility in Cincinnati, Ohio). Supplier and Buyer will mutually agree in
       good faith upon the scheduling of such Technical Services; provided,
       however, that such scheduling must not unreasonably interfere with the
       normal operations of Supplier or its Affiliates.

11.03  Payment for Technical Services. Buyer will reimburse Supplier for
       Supplier's out-of-pocket costs of providing the Technical Services. Such
       out-of-pocket costs include the cost of transporting the personnel
       performing the Technical Services, as well as their reasonable charges
       for food and lodging, but will not include their wages, salary or
       benefits.

11.04  Additional Technical Services. If Buyer desires a commercially reasonable
       level of additional hours of Technical Services during the Technical
       Services Period beyond the five thousand (5,000) hours specified in
       Section 11.01, it may so inform Supplier. If Supplier agrees to provide
       such Technical Services (such agreement not to be unreasonably withheld),
       Buyer will, in addition to making the payments to Supplier described in
       Section 11.03, pay Supplier one hundred fifty United States dollars (US
       $150) per hour for the services of the personnel who provide such
       Technical Services.

11.05  Training Services. From the Closing Date until the earlier of the
       termination date of this TS Agreement or 15 months after the Closing
       Date, Supplier will permit up to 20 employees of Buyer's or of any
       entity(ies) designated by Buyer to spend up to 20 Business Days at
       Supplier's Plant to receive training from personnel of Supplier's on the
       Manufacturing of the Products (the "Training Services"). Buyer will not
       be obligated to make any payment to Supplier for the Training Services,
       but Buyer will bear all of its costs in making its personnel (or the
       personnel of such other entity(ies) as it may designate) available at
       Supplier's Plant to receive the Training Services. Supplier and Buyer
       will mutually agree in good faith to schedule such Technical Services;
       provided, however, that such scheduling must not unreasonably interfere
       with the normal operations of Supplier or its Affiliates.

                                      -11-
<PAGE>
 
                                  ARTICLE XII
                      SUPPLIER'S WARRANTY AND DISCLAIMER

12.01  Warranty. Supplier warrants that it or Contract Manufacturer will pass to
       Buyer good and marketable title to the Products, free and clear of all
       material liens, claims, security interests and encumbrances of any kind,
       and that, at the time of Manufacture, the Products will be manufactured
       in accordance with and will comply with the Specifications therefor and
       will not be adulterated.

12.02  Limitation of Warranties. SUPPLIER MAKES NO WARRANTY, OTHER THAN THE
       WARRANTIES SET FORTH HEREIN OR IN THE SALE AGREEMENT. THE WARRANTIES SET
       FORTH HEREIN AND THEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
       IMPLIED, INCLUDING, WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY
       AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT THE SERVICES
       PROVIDED UNDER THIS AGREEMENT WILL BE SUFFICIENT TO ALLOW BUYER TO
       SUCCESSFULLY TRANSITION, MANAGE OR OPERATE THE BUSINESS.


                                 ARTICLE XIII
                                INDEMNIFICATION

13.01  Buyer's Indemnification. Subject to Section 13.03, Buyer will defend,
       indemnify, and hold Supplier harmless from and against:
       (a)  all claims, losses, liabilities damages, costs and expenses
            (including without limitation reasonable fees and expenses of
            attorneys incurred in investigation or defense) (collectively
            "Demands"), of any third-party Action arising out of or related to
            Products or breach of this TS Agreement by Buyer, except to the
            extent such Demand arises out of or relates to Supplier's breach of
            this TS Agreement,
      (b)   all Demands arising from personal injury to employees of Buyer (or
            of any entity(ies) designated by Buyer) while at Supplier's Plant to
            receive Technical Services or Training Services, unless such Demands
            result from the sole negligence of Supplier; and
      (c)   all costs and expenses of Supplier (including without limitation
            reasonable fees and expenses of attorneys) incurred in connection
            with the successful enforcement of any rights of Supplier under the
            indemnity provided in this Section 13.01.

                                      -12-
<PAGE>
 
13.02  Suppliers Indemnification. Subject to Section 13.03, Supplier will
       defend, indemnify and hold Buyer harmless from and against:
       (a)  any Demand of any third-party Action to the extent such Demand
            arises out of or relates to breach of this TS Agreement by Supplier,
       (b)  all Demands arising from personal injury to employees of Supplier or
            its Affiliates while at facilities of Buyer or of Buyers Contract
            Manufacturers to provide Technical Services, unless such Demands
            result from the sole negligence of Buyer or of Buyer's Contract
            Manufacturers; and
       (c)  all costs and expenses of Buyer (including without limitation
            reasonable fees and expenses of attorneys) incurred in connection
            with the successful enforcement of any rights of Buyer under the
            indemnity provided in this Section 13.02.

13.03  Applicable Provisions of the Sale Agreement. Sections 9.01(b), (c), (d)
       and (e) and Sections 9.02(b), (c), (d) and (e) of the Sale Agreement will
       apply to the indemnification obligations under this TS Agreement as if
       the Demands hereunder were either a Supplier's Assertion or a Buyer's
       Assertion, as applicable, provided, however, all references therein to
       Seller will be deemed to be references to Supplier.


                                  ARTICLE XIV
                             INTELLECTUAL PROPERTY

14.01  Ownership of Intellectual Property. All Intellectual Property owned by
       either party will at all times be and remain the exclusive property of
       the owner thereof and this TS Agreement will not constitute a license
       except to the extent required to fulfill each party's obligations
       hereunder.


                                  ARTICLE XV
                      SUPPLIER'S USE OF BUYER'S PROPERTY

15.01  Books and Records. During the Transitional Period Supplier will be
       permitted, at no cost to Supplier, to retain and use any Books and
       Records or other documents transferred to the Buyer pursuant to the Sale
       Agreement to the extent necessary or advisable for Supplier to fulfill
       its obligations under this TS Agreement.

15.02  Equipment. During the Transitional Period Supplier will be permitted, at
       no cost to Supplier, to retain and use any Equipment transferred to the
       Buyer pursuant to the Sale Agreement to the extent necessary or advisable
       for Supplier to fulfill its obligations under this TS Agreement. Buyer
       will be permitted to label such Equipment as Buyer's property. Supplier
       will not assert or cause any lien to be placed on such Equipment. At the
       reasonable request of any secured lender of

                                      -13-
<PAGE>
 
       Buyer, Supplier will confirm that it waives any rights it may have under
       local law to assert landlord's, mechanic's or similar liens on such
       Equipment.


                                  ARTICLE XVI
                                     TERM

16.01  Term of Agreement. This TS Agreement will be effective for the duration
       of the Transitional Period.


                                 ARTICLE XVII
                            TERMINATION/EXPIRATION

17.01  Notice of Default. In addition to any other rights or remedies Buyer or
       Supplier may have at law or in equity, a party not in default under this
       TS Agreement (the "Non-Defaulting Party") may terminate this TS Agreement
       by giving written notice to the other party (the "Defaulting Party") of
       the Non-Defaulting Party's intention to terminate this TS Agreement upon
       the occurrence of either or both of the following events:
       (a) a breach by the Defaulting Party of any of its obligations hereunder;
           or
       (b) the filing by or against the Defaulting Party of a petition in
           bankruptcy, or any appointment of a receiver for the Defaulting Party
           or any substantial part of its assets, or any assignment for the
           benefit of the Defaulting Party's creditors.
       Such notice will identify a date for termination of this TS Agreement,
       which date will not be sooner than 20 Business Days after receipt of such
       notice by the Defaulting Party ("TS Agreement Termination Date"). If the
       event on which the notice is based is not cured prior to the TS Agreement
       Termination Date, then this TS Agreement will terminate on the TS
       Agreement Termination Date.

17.02  Termination Without Cause. Buyer may terminate this TS Agreement at any
       time without cause and without penalty by giving 90 calendar days prior
       written notice to Supplier.

17.03  Effect on Other Agreements/Survival of Certain Provisions. Termination of
       this TS Agreement will have no effect on any other agreements between
       Buyer and Supplier, unless an effect is mutually and specifically agreed
       in writing between the parties the termination of this TS Agreement will
       not relieve either party of any liability to the other based on acts or
       omissions prior to the termination of this TS Agreement. The following
       Sections will survive termination: Sections 13.01, 13.02, 13.03 and
       17.04.

                                      -14-
<PAGE>
 
17.04  Unshipped Products and Materials. Upon termination or expiration of this
       TS Agreement, Supplier and any Contract Manufacturer will promptly ship
       to Buyer at the address(es) designated by Buyer pursuant to Section 5.01,
       and Buyer will purchase:
       (a)  any unshipped Products as of the Termination Date or the date of
            expiration, at the price(s) set forth in Schedule TS9.01 as modified
            pursuant to Section 9.01; and
       (b) any unused but usable raw and packaging materials exclusively related
            to Products, at Supplier's actual cost.
       Buyer will be responsible for paying for the shipment of, and will bear
       the risk of loss for, usable raw and packaging materials and Products to
       the designated location(s).


                                 ARTICLE XVIII
                                 MISCELLANEOUS

18.01  Entire Agreement. The Transaction Documents constitute the entire
       agreement among Supplier, certain of Supplier's Affiliates, and Buyer
       with respect to, among other things, the Manufacture of Products. In the
       event of any inconsistency between the Transaction Documents and any
       subsequently-issued document, including without limitation a written
       purchase order, the Transaction Documents will prevail.

18.02  Taxes. Buyer and Supplier each agree to pay all taxes assessed on all
       materials, excluding Products, to which they have title. Buyer will be
       responsible for paying all taxes assessed on finished Products.

18.03  Supplier's Employees and Independent Contractor Status. During the term
       hereof, and for a period of 1 year after the expiration or termination of
       this TS Agreement, Buyer and its Affiliates and agents will not without
       Supplier's prior written agreement directly or indirectly solicit for
       employment or hire any employees of Supplier or its Affiliates who have
       worked primarily in the Manufacture of Products. Supplier is acting as an
       independent contractor.

18.04  Force Majeure. Neither party (the "Affected Party") will be liable to the
       other (the "Non-Affected Party") for failure to perform any part of this
       TS Agreement if such failure results from an act of God, war conditions,
       revolt, revolution, sabotage, actions of a Governmental Entity, laws,
       regulations, embargo, fire, strike, other labor trouble, or any cause
       beyond the Affected Party's control. Upon the occurrence of any such
       event which results in, or will result in, delay or failure to perform
       according to the terms of this TS Agreement, the Affected Party will
       promptly give notice to the Non-Affected Party of such occurrence and the
       effect and/or anticipated effect of such occurrence. The Affected Party
       will use its

                                      -15-
<PAGE>
 
       reasonable efforts to minimize disruptions in its performance and to
       resume performance of its obligations under this TS Agreement as soon as
       practicable, provided, however, the resolution of any strike or labor
       trouble will be within the sole discretion of the Affected Party.

18.05  No Right of Set-Off. Notwithstanding any other provisions of this TS
       Agreement or any other agreement between the parties, all payments to be
       made by either party under the Transaction Documents will be made free of
       any set-off and will be promptly remitted to the party entitled to
       receive payment hereunder.

18.06  Employment Relationship. The personnel of each Party performing any
       services hereunder will be the employees of that Party, and the other
       Party will have no labor relationship with such personnel nor will the
       other Party be liable for wages, salaries, benefits or collective
       bargaining liabilities to such employees.

18.07  Confidentiality. Each Party will regard as confidential and proprietary
       all of the information communicated to it by the other Party in
       connection with this Agreement (which information will at all times be
       the property of the other Party). Each Party will not, without the prior
       written consent of the other Party, at any time (a) use such information
       for any purpose other than in connection with the performance of its
       obligations under this Agreement or (b) disclose any portion of such
       information to third parties, excluding Party's agents or subcontractors
       which are directly performing services for Supplier in connection with
       this Agreement (and who will be informed of and subject to the
       requirements of this section). Each Party will at the termination or
       expiration of this Agreement return to the other Party all such
       information which is in written or tangible form (including all copies,
       summaries and notes of the contents thereof).

18.07  Limitation. Any other Action pursuant to this TS Agreement, including any
       Action with respect to an indemnity obligation, must be commenced within
       1 year after the expiration or termination of this TS Agreement.

18.08  Notices. All notices required or permitted to be given under this TS
       Agreement will be in writing and will be deemed to be properly given when
       actually received by the Person entitled to receive the notice at the
       address stated below, or at such other address as Supplier or Buyer may
       provide by notice to the other:


Supplier:  The Procter & Gamble Manufacturing Company
           Two Procter & Gamble Plaza
           Cincinnati, OH 45202
           Attention:

           Fax:

                                      -16-
<PAGE>
 
                     With a copy to:  Sharon Abrams, Esq.
                                      Associate General Counsel
                                      The Procter & Gamble Company
                                      One Procter & Gamble Plaza
                                      Cincinnati, OH 45202

                                      Fax:  (513) 983-4274

Buyer:


                     Attention:

                     Fax:

                     With copies to:



                                     Fax:


18.09  Waiver of Certain Defaults. All claims for failure or alleged failure of
       Products to meet Specifications will be deemed waived unless received by
       Supplier in writing within 15 calendar days after receipt by Buyer of the
       Products in question.

                                      -17-
<PAGE>
 
IN WITNESS WHEREOF, the parties have signed this TS Agreement on the date first
set forth above.

THE PROCTER & GAMBLE                    MBW INVESTORS LLC
MANUFACTURING COMPANY



By: _____________________________       By: _____________________________

Name printed: ___________________       Name printed: ___________________

Title: __________________________       Title: __________________________

                                      -18-
<PAGE>
 
                                Schedule TS2.01


         Confidential treatment for Schedule TS2.0l has been requested
<PAGE>
 
                                SCHEDULE T53.02
                                        

                 ILLUSTRATION OF PERMITTED FORECAST VARIATIONS
                                        
                                  PAGE 1 OF 2
                                        

For purposes of this illustration, assume the Closing Date is December 15, 1997;
therefore the First Going Month is January 1998. Fractional case quantities will
be used below for clarity, even though they will not be produced in practice.

On January 8,1995, Buyer must deliver to Supplier a Forecast for February 1998
(the Next Month), March 1998 (the Second Month), April 1998 (the Third Month)
and each remaining month in the Transitional Period. For purposes of this
illustration, assume that Buyer forecasts its requirements for every month of
the Transitional Period at 7,000 cases per month, divided evenly among the
Product Categories (i.e., 1,000 cases in each Product Category). Further assume
that each Product Category contains 10 SKUs, and that Buyer forecasts its
requirements as being split evenly among all SKUs (i.e., Buyer forecasts
requirements of 100 cases for each SKU).

The Baseline quantities specified for February on January 8 by Buyer are firm,
subject to Buyer's right to make changes until February 5 of 10% or less by SKU,
with a maximum variation of 5% by Product Category. This means that, as long as
Buyer notifies Supplier by February 5, Supplier will be required to Manufacture
during February between 90 and 110 cases of each SKU, with the total cases for
each Product Category being between 950 and 1,050.

The Baseline quantities specified for March on January 8 are subject to Buyer's
right to make changes until February 8 of 20% or less by SKU, with a maximum
variation of 10% by Product Category. Thus, the Forecast delivered on February
8 could call for between 80 and 120 cases of each SKU, with the total cases for
each Product Category being between 900 and 1,100. Assume that the February 8
Forecast for March production calls for 97 cases of each SKU, for a total of 970
cases per Product Category. Then, as long as Buyer notifies Supplier by March 5,
Buyer can further vary these quantities by the amounts permitted for quantities
that have become firm written purchase order-i.e., another 10% or less by SKU,
with a maximum variation of 5% by Product Category. Thus, if Supplier receives
the proper notice by March 5, it will be required to Manufacture during March
between 87.3 and 106.7 cases per SKU, with the total cases for each Product
Category being between 921.5 and 1,018.5.
<PAGE>
 
                                SCHEDULE T53.02
                                        

                 ILLUSTRATION OF PERMITTED FORECAST VARIATIONS
                                  PAGE 2 OF 2
                                        


The Baseline quantities specified for April on January 8 are subject to Buyer's
right to make changes until March 8 of 20% or less by SKU, with a maximum
variation of 10% by Product Category. Thus, the Forecast delivered on March 8
could call for between 80 and 120 cases of each SKU, with the total cases for
each Product Category being between 900 and 1,100. [Note that these figures will
not vary depending on the numbers in the February 8 Forecast, because March's
Baseline quantities were set on January 8]. Assume that the March 8 Forecast for
April production calls for 110 cases of each SKU, for a total of 1,100 cases per
Product Category. Then, as long as Buyer notifies Supplier by April 5, Buyer can
further vary these quantities by the amounts permitted for quantities that have
become firm written purchase orders-i.e., another 10% or less by SKU, with a
maximum variation of 5% by Product Category. Thus, if Supplier receives the
proper notice by April Sit will be required to Manufacture during April between
99 and 121 cases per SKU, with the total cases for each Product Category being
between 1,045 and 1155.

Note that the Baseline quantities for March and April were set by the January 8
Forecast. Likewise, the Baseline quantities for May would be set by the February
8 Forecast; the Baseline quantities for June would be set by the March 8
forecast, and so forth.
<PAGE>
 
                                Schedule TS9.01


         Confidential treatment for Schedule TS9.0l has been requested