Exhibit
      10.16





**AMENDMENT
      NO.1**


**TO
      STOCKHOLDERS AGREEMENT**





This
        Amendment No.1 to STOCKHOLDERS AGREEMENT amends as of on or about April 20,
        2006
        the Stockholders Agreement dated as of November 18, 2005 (the “ **Agreement** ”)
        by and
        between Chicken Acquisition Corp., a Delaware corporation (the “ **Company** ”),
        Trimaran Pollo Partners, L.L.C., a Delaware limited liability company
        (“ **Trimaran** ”),
        the
        individuals set forth on Schedule A hereto (together with the employees of
        the
        Company or its Subsidiaries (as defined in Section 1.1) who become parties
        to
        this Agreement pursuant to the terms and conditions of this Agreement, the
        “ **Management
        Stockholders** ”))
        and
        such other Persons that become parties to this Agreement pursuant to the
        terms
        and conditions of this Agreement (the “ **Additional
        Stockholders** ”).
        Capitalized terms not defined herein have the meanings set forth in the
        Agreement.





RECITALS





WHEREAS,
      the parties hereto wish to increase the number of days to exercise the call
      right in Section 6.1 and the put right in Section 6.3 of the Agreement from
      seventy-five (75) to ninety (90) days so that the rights in the Agreement will
      cover the same periods as apply to similar rights in Section 4 of the form
      of
      Exchange Stock Option Agreement and Section 7 of the form of Non-Qualified
      Stock
      Option Agreement and used by the Company;





NOW,
      THEREFORE, the parties hereto agree as follows:





1.  Section
      6.1 of the Agreement is deleted in its entirety and replaced with the
      following:





“6.1  *Call
      Rights* .





(a)  Voluntary
      Termination or Termination for Cause .
      If,
      prior to a Qualified Public Offering, a Management stockholder’s employment with
      the Company or any of its Subsidiaries is terminated by reason of Voluntary
      Termination (other than Retirement) or for Cause, then the Company shall have
      the right, for ninety (90) days following the date of termination of such
      employment and subject in each case to the provisions of Section 6.4, to give
      notice to purchase or cause to be purchased from such Management Stockholder
      and
      his or her Permitted Transferees, and such Management Stockholder and his or
      her
      Permitted Transferees shall be required to sell on one occasion to the Company,
      all shares of Company Stock then held by such Person(s), or which may be
      acquired upon exercise of Options or Exchange Options subsequent to such
      termination, at a price equal to the lesser of Cost or the Fair Market Value
      of
      all such shares of Company Stock. All shares of Common Stock acquired by such
      Management Stockholder pursuant to an exercise of Options in accordance with
      the
      terms of the applicable Options or the Company Option Plan upon such termination
      shall be subject to the call right described above.







(b)  Termination
      for any other Reason .
      If,
      prior to a Qualified Public Offering, a Management Stockholder’s employment with
      the Company or any of its Subsidiaries is terminated by death, Disability or
      Retirement or any other reason not covered by Sections 6.1(a), then the Company
      shall have the right, for ninety (90) days following the date of termination
      of
      such employment and subject in each case to the provisions of Section 6.4,
      to
      give notice to purchase or cause to be purchased from such Management
      Stockholder and his or her Permitted Transferees, and such Management
      Stockholder and his or her Permitted Transferees shall be required to sell
      on
      one occasion to the Company, all shares of Company Stock then held by such
      Person(s), or which may be acquired upon exercise of Options or Exchange Options
      subsequent to such termination, at a price equal to the Fair Market Value of
      such shares of Company Stock. All shares of Company Stock acquired by such
      Management Stockholder pursuant to an exercise of Options in accordance with
      the
      terms of the applicable Options or the Company Option Plan upon such termination
      shall be subject to the call right described above.





(c)  Notice
      of Exercise: Closing .
      If the
      Company (of its designee) desires to exercise its right to purchase shares
      of
      Company Stock pursuant to its rights under this Section 6.1, the Company (or
      its
      designee) shall, not later than the expiration date of the ninety (90) day
      call
      period referred to in Section 6.1 (a) and (b) above (as it may be extended
      pursuant to the provisions of Section 6.4), send written notice of its intention
      to purchase or cause to be purchased all of the shares of Company Stock held
      by
      such Management Stockholder and his or her Permitted Transferees pursuant to
      this Section 6.1. Subject in each case to the provisions of Section 6.4, the
      closing of the purchase shall take place at the principal office of the Company
      ten (10) days following the giving of such notice or as soon thereafter as
      practicable but in no event later than twenty (20 days after the giving of
      such
      notice. The purchase price shall be paid in accordance with Section
      6.5.”





2.  Section
      6.3 of the Agreement is deleted in its entirety and replaced with the
      following:





“6.3  *Put
      Rights* .





(a)  Termination
      other than Voluntary, for Cause or Death .
      If,
      prior to a Qualified Public Offering, a Management stockholder’s employment with
      the Company or any of it Subsidiaries is terminated as a result of a resignation
      by such Management Stockholder for Good Reason (but excluding Retirement if
      included within any definition of Good Reason) or by the Company or any of
      its
      Subsidiaries without Cause, or by death or Disability, then the Management
      Stockholder shall have the right, for ninety (90) days following the date of
      termination of such employment and subject in each case to the provisions of
      Section 6.4, to give notice to the Company to purchase from such Management
      Stockholder and his or her Permitted Transferees, and the Company shall be
      required to purchase on one occasion from such Management Stockholder and his
      or
      her Permitted Transferees, all shares of Company Stock then held by such
      Person(s), or which may be acquired upon exercise of Options or Exchange Options
      subsequent to such termination, at a price equal to the Fair Market Value of
      such shares of Company Stock. All shares of Common Stock acquired by such
      Management Stockholder pursuant to an exercise of Options in accordance with
      the
      terms of the applicable Options or the Company Option Plan upon such termination
      shall be subject to the put right described above.










(b)  Notice
      of Exercise; Closing .
      If the
      Management Stockholder desires to exercise its right to sell shares of Company
      Stock pursuant to its rights under this Section 6.3, then the applicable
      Management Stockholder shall, not later than the expiration date of the ninety
      (90) day put period referred to in Section 6.3 (a) above (as it may be extended
      pursuant to the provision of Section 6.4), send written notice of its intention
      to sell all of the shares of Company Stock held by such Management Stockholder
      and his or her Permitted Transferees pursuant to this Section 6.3. Subject
      in
      each case to the provisions of Section 6.4, the closing of the purchase shall
      take place at


the
      principal office of the Company ten (10) days following the giving of such
      notice or as soon thereafter as practicable but in no event later than twenty
      (20) days after the giving of such notice. The purchase price shall be paid
      in
      accordance with Section 6.5.”





3.  Except
      as
      expressly amended above, the Agreement shall remain in force.





**[remainder
      of page intentionally left blank]**





IN
      WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1
      to
      Stockholders Agreement as of the date first written above.





MANAGEMENT
                STOCKHOLDERBy:
              /s/ Management Stockholders listed on Schedule
                A


CHICKEN
                ACQUISITION CORP.By:
              /s/ Steven Flyer





TRIMARAN
                POLLO
                PARTNERS, L.L.CBy:
              /s/ Steven Flyer





Schedule
      A





**Management
      Stockholders**





Brian
      Berkhausen


Brian
      Carmichall


The
      Carley Family Trust


The
      Clark
      Family Trust


Marcelino
      Contreras


Karen
      Eadon


Patsy
      Estis


Judith
      Fine


Scott
      Gillie


Robert
      Gossman


Mark
      Hardison


Stephen
      Lash


Dennis
      Lombardi


Jerry
      Lovejoy


Jon
      Miller


Milner
      Family Trust


John
      Phillips


Stephen
      Sather


Jeanne
      Scott


Joseph
      Stein


Gue
      Siade


Julie
      Weeks


Michael
      Wildman