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                                                                    Exhibit 10.5


                      ASSIGNMENT AND ASSUMPTION AGREEMENT


     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "ASSIGNMENT AND ASSUMPTION
AGREEMENT"), is dated as of the 17 day of December 2002, and is made by and
between H.J. Heinz Company, a Pennsylvania corporation and its affiliate and
subsidiary companies except DLM Foods L.L.C. and its subsidiaries (collectively
"HEINZ") and DLM Foods L.L.C., a Delaware limited liability corporation ("DLM").

     WHEREAS, Heinz is a party to that certain Supply Agreement dated as of
August 13, 2000 (as implemented by the Implementation Schedule dated as of
December 17, 2001, the "SUPPLY AGREEMENT") with Impress Holdings, B.V., a Dutch
corporation formerly known as Impress Metal Packaging Holdings B.V. ("IMPRESS"),
providing in part for the supply by Impress of metal cans and ends for use by
Heinz at certain of its processing facilities (the "FACILITIES") listed in
Schedule 1.1 of the Supply Agreement.

     WHEREAS, Heinz and Impress are also parties to that certain Trademark and
Technology License Agreement dated as of August 13, 2000 (the "LICENSE
AGREEMENT"), and certain lease, sublease and/or subpermit and service agreements
for the Facilities, each dated August 13, 2000 (collectively with the License
Agreement, the "RELATED AGREEMENTS").

     WHEREAS, DLM Foods is currently a wholly-owned, indirect subsidiary of
Heinz and Heinz has transferred and assigned, or will transfer and assign prior
to the completion of the Merger (as defined below), all of its right, title or
interest in or to each of the Facilities to DLM Foods or its affiliates.

     WHEREAS, Heinz, Del Monte Foods Company, ("DMFC"), and Del Monte
Corporation ("DMC" and collectively with DMFC, "Del Monte") have entered into an
Agreement and Plan of Merger dated as of June 12, 2002 (the "MERGER AGREEMENT"),
whereby DMFC shall acquire, through a merger between DLM and DMC (the "MERGER"),
all of Heinz's and Heinz's affiliates right, title and interest in and to each
of the Facilities.

     WHEREAS, on November 26, 2002, Heinz assigned the Supply Agreement, and
each of the Related Agreements except the License, to DLM, subject to certain
exceptions and clarifications, under Section 14.4(i)(B) of the Supply Agreement
and analogous provisions of the Related Agreements, as stated in the notice of
November 26, 2002, a copy of which is attached as Exhibit 1; and

     WHEREAS, effective at the closing of the transactions contemplated under
the Merger Agreement (the "Closing"), at which time DLM will become a subsidiary
of Del Monte Foods Company, Heinz shall assign the Supply Agreement under
Section 14.4(ii),


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and shall assign each of the Related Agreements, to DLM, with exceptions and
clarifications as noted below; and

     WHEREAS, accordingly, pursuant to this Assignment and Assumption Agreement
and effective at the Closing, the Supply Agreement and Related Agreements with
all their rights, duties and obligations shall be assigned to DLM with the
exceptions and clarifications stated below.

     NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by all parties hereto, the parties hereby
agree as follows:

     1. Except as set forth in Section 2 of this Assignment and Assumption
Agreement, effective as of the Closing, (a) Heinz does hereby transfer, assign
and delegate to DLM, and DLM does hereby accept, all of Heinz's rights and
obligations in and under the Supply Agreement and the Related Agreements, and
(b) DLM does hereby assume and agree to observe, perform, discharge when due and
be bound by, each of the rights, liabilities and obligations of Heinz under the
Supply Agreement and the Related Agreements.

     2. Notwithstanding Section 1, the transfer and assignment of all of Heinz's
rights and obligations in and under the Supply Agreement and the Related
Agreements to DLM shall be subject to the following:

          a.   All of the rights and obligations under Section 9.3(a) of the
Supply Agreement shall be assigned to and assumed by DLM, and the parties agree
that such rights and obligations relate only to New Products developed by
Impress which are applicable to products produced by DLM at the Facilities.

          b.   All of the rights and obligations under Section 9.3(c) of the
Supply Agreement shall be assigned to and assumed by DLM and the parties agree
that such rights and obligations relate only to the supply of metal cans and
ends for use at a Facility.

          c.   All of the rights and obligations under Section 9.3(d) of the
Supply Agreement shall be assigned to and assumed by DLM and the parties agree
that such rights and obligations relate only to the supply of metal cans and
ends for use at a Facility.

          d.   All of the rights and obligations under Article XI of the Supply
Agreement shall remain with Heinz and shall not be assigned to or assumed by
DLM, nor shall DLM be deemed to have assumed or agreed to observe, perform,
discharge when due or be bound by any liabilities or obligations of any kind or
nature, whether absolute, contingent, accrued or otherwise, of Heinz thereunder.

          e.   Both Heinz and DLM shall continue to be subject to all of the
rights and obligations under Article XII, Sections 13.1, 13.2, 13.3, 13.4 and
13.5 and Article XIV of the Supply Agreement, except as set forth below.

          f.   Both Heinz and DLM shall be subject to all of the rights and
obligations under Sections 14.3 of the Supply Agreement; provided that all
notices, invoices,








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proposals, forecasts, orders, reports, statements, demands and requests to DLM
shall be sent to the following addresses:

                                             DLM Foods L.L.C
                                             c/o Del Monte Corporation
                                             One Market @ The Landmark
                                             P.O. Box 193575
                                             San Francisco, CA 94119-3575
                                             Attention: Chief Operating Officer
                                             Telephone: (415) 247-3000
                                             Facsimile: (415) 257-3755.

                                   With a copy to:

                                             Del Monte Foods Company
                                             One Market @ The Landmark
                                             P.O. Box 193575
                                             San Francisco, CA 94119-3575
                                             Attention: General Counsel
                                             Telephone: (415) 247-3000
                                             Facsimile: (415) 247-3263.

     3. To the extent such liabilities and obligations of Heinz under the
Supply Agreement are expressly assumed by DLM hereunder, Heinz shall be
released from such obligations and duties.

     4. Heinz, DLM Foods, Del Monte and Impress shall each execute, acknowledge
and deliver, or cause the execution, acknowledgement and delivery of, such
further documents and instruments and perform such other reasonable actions as
may reasonably be requested by a party hereto in order to implement the
purposes of this Assignment and Assumption Agreement and effectuate and carry
out the transactions contemplated hereby.

     5. This Assignment and Assumption Agreement and the respective rights,
duties and obligations of the parties hereunder, shall be governed and
construed in accordance with the law of the State of New York, without giving
effect to the conflicts of laws of that or any other jurisdiction.

     6. This instrument shall inure to the benefit of the parties hereto and
their respective successors and assigns.

     7. Sections 14.5, 14.6, 14.11, and 14.15 of the Supply Agreement are
hereby incorporated by reference into this Assignment and Assumption Agreement.

     8. This Assignment and Assumption Agreement may be executed simultaneously
in one or more counterparts and by facsimile, each of which shall be deemed an
original and all of which shall constitute one and the same instrument.



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                                      12/17/2002
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     9. Capitalized terms used herein and not otherwise defined shall have the
meaning given to them in the Supply Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption Agreement as of the date first above written.


                                        H. HEINZ COMPANY

                                        By: /s/ Theodore N. Bobby
                                           -----------------------------------
                                           Name: Theodore N. Bobby
                                           Title: Vice President-Legal Affairs


                                        DLM FOODS L.L.C.

                                        By: /s/ Mitchell A. Ring
                                           -----------------------------------
                                           Name: Mitchell A. Ring
                                           Title: Vice President


                                        DEL MONTE FOODS COMPANY

                                        By: /s/ Jon W. Graves
                                           -----------------------------------
                                           Name: Jon W. Graves
                                           Title: Assistant Treasurer