SPARTA FOODS, INC.
                             MANUFACTURING AGREEMENT


EFFECTIVE DATE:  January 1, 1996

PARTIES:          Sparta Foods, Inc.
                  2570 Kasota Avenue
                  St. Paul, MN  55108-1505                    ("Sparta")
                  Fax #:  (612) 646-0711

                  Ken Davis Products, Inc.
                  4210 Park Glen Road
                  Minneapolis, MN  55416
                  Fax #:  (612) 922-6087                       ("KDPI")

RECITALS:

     A. Sparta  manufactures and sells Mexican and other food products under its
own  trademarks  and brand names and also  manufactures  food products for other
food companies.

     B. KDPI is engaged in the wholesale  marketing of a line of cooking  sauces
under the name "Ken  Davis" and  desires to engage  Sparta to  manufacture  such
products.

     C. Sparta is willing to manufacture such products for KDPI on the terms and
subject to the conditions of this Agreement.

AGREEMENT:

     In consideration of the mutual promises set forth herein and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties agree as follows:

     1.  Manufacture of Products.

          a.   Specifications. Sparta agrees to manufacture and package the line
               of barbecue  sauces  identified on Exhibit A attached hereto (the
               "Products") at Sparta's manufacturing  facilities located at 2570
               Kasota Avenue,  St. Paul,  Minnesota  pursuant to purchase orders
               submitted  by KDPI and  accepted  by  Sparta.  Sparta  agrees  to
               manufacture  the  Products  in  accordance  with  the  ingredient
               specifications  and  manufacturing  methods  provided  by KDPI in
               writing to Sparta (the "Specifications").  KDPI agrees to provide
               Sparta with thirty (30) days prior written  notice of any changes
               to the Specifications.  Sparta acknowledges that it shall use the
               Specifications  solely  for  the  manufacture  and  sale  of  the
               Products  to KDPI  pursuant  to the terms of this  Agreement  and
               shall not use the Specifications for any other purpose.

          b.   Quality Control. Sparta agrees to (i) maintain control samples of
               each production run of Product manufactured for a period of three
               (3)  years  after  such  manufacture,  (ii)  provide  KDPI with a
               written report of each day's  production  with Sparta's  assigned
               date code, and (iii) provide KDPI with a written  quality control
               report of each daily batch of Product manufactured.

     2.  Packaging Of Product.

          a.   Package  Design and  Product  Labels.  Sparta  shall  package the
               Products using the packaging  design and product labels  provided
               by KDPI.  KDPI shall be entirely  responsible for the development
               and cost of such design and labels. KDPI will provide Sparta with
               sufficient quantities of Product labels as requested from time to
               time by Sparta.
<PAGE>

          b.   Purchase of  Packaging  Materials.  Sparta  will order  packaging
               (excluding Product labels) for the Products from its suppliers in
               such  reasonable  quantities  to  minimize  the  price  for  such
               packaging but not less than the minimum order size requirement of
               the  supplier.  The price of such  packaging  is  included in the
               purchase  price of the  Products.  KDPI  shall pay Sparta for any
               extra   charges   or   assessments   incurred   by   Sparta   for
               less-than-minimum  or other  non-standard  size packaging  orders
               required by KDPI.

          c.   Discontinuance  of Packaging.  KDPI shall pay Sparta promptly for
               any  packaging  purchased  by  Sparta  for the  Products  if such
               packaging is  discontinued  by KDPI for any reason  whatsoever or
               has remained unused by Sparta for a period of six (6) months.

     3.  Purchase of Products By KDPI.

          a.   Placement of Orders. KDPI shall place its orders for the Products
               by  delivery  of a  written  purchase  order to Sparta or by such
               other  method  as  approved  by Sparta  from  time to time.  Such
               purchase orders must identify the Product to be manufactured, the
               quantity and package  size  thereof,  the  shipping  location and
               shipping  instructions,  requested  delivery dates and such other
               information as Sparta may  reasonably  request from time to time.
               KDPI  shall not  cancel  orders  for the  Products  or return any
               Products  ordered by it without  Sparta's prior written  consent.
               Orders shall be binding upon Sparta only upon its  acceptance  of
               the  order  by  written  acknowledgement  or by  delivery  of the
               Product.  Sparta  shall not be  obligated  to accept any purchase
               order placed by KDPI which requests delivery of Products during a
               one week period which exceeds  historical  weekly volumes for the
               past two (2) years by more than one hundred  twenty five  percent
               (125%).

          b.   Minimum Order  Amounts.  KDPI must order the Products from Sparta
               in the minimum  amounts  established by Sparta from time to time,
               and set  forth  on  Exhibit  B  attached  hereto,  to  facilitate
               Sparta's  ability to economically  manufacture the Products.  The
               prices for the Products are  predicated  on these  minimum  order
               amounts.

          c.   Terms of Orders. The terms and conditions in this Agreement shall
               be the exclusive  contract terms between the parties with respect
               to   KDPI's   purchase   of  the   Products.   In  the  event  of
               inconsistencies between the terms of this Agreement and the terms
               of any acceptance  document,  the terms of this  Agreement  shall
               govern.  Sparta  objects to any terms set forth in KDPI's  orders
               for the Products  which are  different  from or additional to the
               provisions of this Agreement,  and no such terms shall be binding
               upon  Sparta  unless  Sparta  specifically  consents  thereto  in
               writing.

     4.  Price and Payment.

          a.   Price.  The price for the Products are FOB Sparta's  dock and are
               set forth on Exhibit B attached  hereto.  Sparta may change  such
               prices by delivery of ninety  (90) days prior  written  notice to
               KDPI.  KDPI  shall pay any and all taxes,  fees,  duties or other
               governmental  charges and for any and all  shipment  and shipping
               insurance costs relating to the ordered Products.
<PAGE>

          b.   Payment.  KDPI shall pay Sparta for the  Products  within  thirty
               (30)  days  after the date of  invoice,  with a  discount  of one
               percent  (1%) if paid  within  twenty (20) days after the date of
               invoice.  If KDPI fails to make payment on any undisputed invoice
               or any undisputed  portion of a disputed invoice when due, and/or
               fails to make  payment  on  undisputed  invoice(s)  which  exceed
               $10,000 and such failure  continues for a period of ten (10) days
               after Sparta delivers  written notice of such nonpayment to KDPI,
               Sparta  shall have the right to require  payment in  advance,  by
               COD,  by letter of credit or by any other  means  upon  notifying
               KDPI of the change in credit terms.  Any amounts not paid by KDPI
               when due will be subject to a late payment fee computed  daily at
               a rate  equal  to  eighteen  percent  (18%)  per  annum or at the
               highest rate permitted under applicable  usury law,  whichever is
               lower. In addition,  KDPI shall be liable to Sparta for all costs
               incurred by Sparta in its collection of any amounts owing by KDPI
               which are not paid when due, including reasonable attorneys' fees
               and expenses.

     5.  Delivery.

          a.   Delivery.  Sparta will deliver the  Products  FOB Sparta's  dock.
               Sparta will make the Products  available  for pick up at its dock
               by KDPI's  carrier.  KDPI will be  responsible  for selection and
               retention  of the  carrier and direct  payment  for all  shipping
               charges.  Title to and all risk of loss  regarding  the  Products
               shall pass to KDPI when Sparta tenders delivery to the designated
               carrier who shall be solely the agent of KDPI.

          b.   Delivery  Dates.  Sparta will use its best efforts to fill KDPI's
               orders in the ordinary  course of its business,  but all delivery
               dates for the Products shall be estimates  only.  Sparta needs at
               least  seven  (7)  business  days lead  time to  manufacture  the
               Products.  Sparta  shall not be in breach  of this  Agreement  or
               incur any  liability  to KDPI or any other  person for failure to
               meet a delivery  date unless  Sparta misses such delivery date by
               more than  three (3)  business  days,  excluding  events of force
               majeure.

     6.  Warranties; Disclaimer of Warranties; Insurance.

          a.   Warranty  and   Indemnification  By  KDPI.  KDPI  represents  and
               warrants  that it has full right and title to the  Specifications
               and the package  design and Product labels and agrees that Sparta
               shall  have  no  liability  to  KDPI or to any  third  party  for
               manufacturing  the Products in accordance with the  Specification
               or in packaging the Products using the package design and Product
               labels supplied by KDPI. KDPI agrees to indemnify and hold Sparta
               harmless from and against any and all claims (including,  without
               limitation, infringement claims), liabilities, damages, costs and
               expenses   (including   reasonable   attorneys'  fees  and  legal
               expenses) which Sparta may suffer or incur relating to or arising
               out of,  directly or indirectly,  (i) use of the  Specifications,
               package  design and/or  Product  labels  supplied by KDPI for the
               Products, (ii) use or consumption of any of the Products,  unless
               and solely to the extent  such  claim  arise from the  failure of
               Sparta  to  follow  the   Specifications   or  the  negligent  or
               intentional  wrongdoing of Sparta or its employees.  Sparta shall
               notify KDPI of any third  party claim made  against it within ten
               (10)  days  of  knowledge  of  same  if  Sparta  intends  to seek
               indemnity with respect to such claim under this  paragraph.  KDPI
               shall have the right to undertake,  conduct and control,  through
               counsel of its own  choosing,  the defense and  settlement of any
               such  claim.  Sparta  shall have the right to be  represented  by
               counsel of its own choosing,  but at its own expense.  So long as
               is KDPI is contesting any such claim in good faith,  Sparta shall
               not pay or settle such claim.

          b.   Warranty By Sparta.  Sparta  warrants  to KDPI that the  Products
               sold under this  Agreement  shall be  manufactured  in accordance
               with the  Specifications  and shall be merchantable in accordance
               with  FDA  standards  at the  time and  point  of  delivery.  The
               exclusive  remedy  for  breach  of such  warranty  shall  be,  at
               Sparta's option,  to either (i) replace the defective  Product or
               (ii) refund the purchase  price of the defective  Product paid by
               KDPI.  No  credits  shall be taken by KDPI  against  its  Product
               invoices for alleged  breaches of this warranty without the prior
               written  authorization  of Sparta.  EXCEPT AS EXPRESSLY  PROVIDED
               ABOVE,  SPARTA MAKES NO  REPRESENTATION  OR WARRANTY OF ANY KIND,
               EXPRESS OR IMPLIED,  WITH RESPECT TO THE PRODUCTS,  WHETHER AS TO
               MERCHANTABILITY,    FITNESS    FOR    A    PARTICULAR    PURPOSE,
               NONINFRINGEMENT, WARRANTIES ARISING FROM COURSE OR DEALING OR ANY
               OTHER MATTER.  No employee or representative of Sparta shall have
               any  authority to bind Sparta to any  warranty or  representation
               except as  expressly  stated  above.  KDPI  shall be  exclusively
               responsible for any warranty or  representation  which KDPI makes
               to any customer.
<PAGE>

          c.   Indemnification By Sparta. Sparta agrees to indemnify, defend and
               hold KDPI  harmless  from and  against  any and all  third  party
               claims,  liabilities,  damages,  costs  and  expenses  (including
               reasonable  attorneys'  fees and legal  expenses)  which KDPI may
               suffer or incur relating to or arising out of Sparta's failure to
               manufacture the Products in accordance with the  Specification or
               other  negligent  or  intentional  wrongdoing  of  Sparta  or its
               employees relating to the manufacture of the Products. KDPI shall
               notify Sparta of any third party claim made against it within ten
               (10) days of knowledge of same if KDPI intends to seek  indemnity
               with  respect to such claim under this  paragraph.  Sparta  shall
               have the right to undertake, conduct and control, through counsel
               of its own  choosing,  the  defense  and  settlement  of any such
               claim.  KDPI shall have the right to be represented by counsel of
               its own choosing, but at its own expense. So long as is Sparta is
               contesting  any such claim in good  faith,  KDPI shall not pay or
               settle such claim.

          d.   Insurance.  Sparta shall maintain  products  liability  insurance
               covering the Products in a minimum amount of Two Million  Dollars
               ($2,000,000).   Sparta   shall   provide   KDPI  with   insurance
               certificates evidencing such insurance coverage at the request of
               KDPI.

     7.  Independent   Contractor  KDPI  is  and  shall  remain  an  independent
contractor.  Neither this  Agreement  nor the  relationship  between the parties
constitutes a partnership,  franchise or joint venture  between Sparta and KDPI.
Neither  party  shall  have any  authority  or  right  under  any  circumstances
whatsoever  to bind or  purport  to bind the other  party in any manner or thing
whatsoever.

     8.  Confidentiality.

          a.   Definition.  The term "Confidential  Information" as used in this
               Agreement  means any  information  or  compilation of information
               which is  proprietary to one of the parties to this Agreement and
               relates  to  such  party's  existing  or  reasonably  foreseeable
               business,  including,  without  limitation,  trade  secrets,  the
               Specifications,   information   relating   to   products  of  the
               disclosing  party,   manufacturing  techniques,   recipes,  data,
               marketing strategies,  product development,  customer information
               and any other information  about the disclosing  party's business
               which is normally  considered  confidential or which is indicated
               in  writing  to be  confidential  or trade  secret.  Confidential
               Information shall not include any information:

               i.   which is part of the public  domain or  becomes  part of the
                    public domain through no fault of the receiving party; or

               ii.  which was already in the receiving  party's  possession,  as
                    evidenced by written documentation,  prior to the disclosure
                    of such information to the receiving party by the disclosing
                    party; or

               iii. which is specifically authorized by the disclosing party, in
                    writing, to be disclosed; or

               iv.  which is required to be disclosed by applicable law or order
                    of a court  of  competent  jurisdiction  in  which  case the
                    receiving  party  agrees to notify the  disclosing  party of
                    such  requirement and to cooperate with the disclosing party
                    in an effort to narrow or avoid disclosure.

          b.   Nondisclosure. During the term of this Agreement and at all times
               thereafter,  the  receiving  party agrees to hold in strictest of
               confidence  and  to  never  disclose,   transfer,   convey,  make
               assessable  to  any  person  or  use  in  any  way   Confidential
               Information  of the  disclosing  party  for its own or  another's
               benefit  or permit  the same to be used in  competition  with the
               disclosing party. Sparta agrees to disclose the Specifications to
               its  employees  only on a "need  to  know"  basis.  Sparta  shall
               require its production  manager and quality control supervisor to
               execute confidentiality  agreements regarding the Specifications.
               Each party agrees to take  reasonable  precautions to prevent its
               employees, representatives,  agents and others from disclosing or
               appropriating  for their own use any and all of the  Confidential
               Information of the other party.

<PAGE>
     9. Term and Termination.

          a.   Term.  This  Agreement  shall  begin on the date  inserted on the
               front page  hereof and shall  continue  until  terminated  in any
               manner provided in subparagraph b below.

          b.   Termination.  This  Agreement  may  be  terminated  in any of the
               following manners:

               i.   By either party by delivery of one hundred eighty (180) days
                    prior written notice of termination.

               ii.  By either party if the other party commits a material breach
                    of this  Agreement  and  fails to cure  such  breach  within
                    thirty (30) days after  delivery of written  notice from the
                    nonbreaching party describing the alleged breach. Nonpayment
                    by KDPI of any amounts owing to Sparta hereunder,  breach of
                    the  provisions of Section 6.a. and breach of the provisions
                    of Section 8 shall each be deemed to be material breaches of
                    this Agreement.

               iii. By either  party,  effective  immediately,  by  delivery  of
                    written  notice to the other party if the other party (A) is
                    unable to pay its debts as they  mature or admits in writing
                    its  inability to pay its debts as they mature,  (B) makes a
                    general assignment for the benefit of creditors, (C) files a
                    voluntary petition for bankruptcy or has filed against it an
                    involuntary petition for bankruptcy,  or (D) applies for the
                    appointment of a receiver or trustee for  substantially  all
                    of its assets or permits the assignment of any such receiver
                    or trustee who is not  discharged  within a period of ninety
                    (90) days after such appointment.

     10. Effect of Termination.

          a.   Return of  Confidential  Information.  Upon  termination  of this
               Agreement,  Each  party  shall  within  ten (10)  days  after the
               termination of this Agreement (or such earlier time as request by
               the  other  party)  return  to the  other  party  all  copies  of
               materials  and  documents  or  copies   thereof   containing  any
               Confidential Information of the other party.

          b.   Payment  Obligations.  Upon termination of this Agreement for any
               reason,  KDPI shall pay Sparta  immediately  for (i) all finished
               inventory of Product, but not to exceed two (2) times the monthly
               average of Products  purchased  by KDPI  during the prior  twelve
               (12) month period,  (ii) any Products  already  identified to any
               order of KDPI,  (iii) any  ingredients,  packaging  or  packaging
               supplies for the Products already  purchased by Sparta,  (iv) any
               ingredients,  packaging  or  packaging  supplies for the Products
               which Sparta has ordered and cannot cancel without  penalty,  and
               (v) any  ingredients,  packaging  or  packaging  supplies for the
               Products purchased by Sparta's  supplier(s) which Sparta is bound
               to pay the  supplier;  provided,  however  that KDPI will only be
               required to purchase Product ingredients, packaging and packaging
               supplies equal to not more than six (6) times the average monthly
               usage of such items by Sparta in the  manufacture  of the Product
               in the prior twelve (12) month period;  and  provided,  that KDPI
               shall  have  no   obligation   to  purchase   finished   Product,
               ingredients,   packaging   or  packaging   supplies   after  such
               termination to the extent that KDPI can reasonably establish that
               the  specific   finished  Product,   ingredients,   packaging  or
               packaging supplies fails to meet the Specifications. Sparta shall
               have the right to fill all open purchase  orders for the Products
               received  from KDPI and  accepted by Sparta prior to or as of the
               effective date of termination.

          c.   Surviving Obligations.  The provisions of Sections 4.b., 5 (as it
               relates to Products shipped after termination pursuant to Section
               10.b.  above),  6, 8, 10 and 11 shall survive any  termination of
               this Agreement.

     11. General Provisions.

          a.   Nonassignment;  Binding  Nature.  Neither party shall transfer or
               assign any of its  rights or  obligations  under  this  Agreement
               without the other party's prior written  consent.  Subject to the
               foregoing,  this Agreement shall be binding upon and inure to the
               benefit of the parties hereto and their permitted  successors and
               assigns.
<PAGE>

          b.   Limitation of Remedies. SPARTA SHALL HAVE NO LIABILITY TO KDPI OR
               ANY OTHER PERSON FOR ANY SPECIAL,  INCIDENTAL,  CONSEQUENTIAL  OR
               PUNITIVE  DAMAGES  OF  ANY  DESCRIPTION,  WHETHER  ARISING  UNDER
               WARRANTY OR OTHER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER
               TORT,  OR  OTHERWISE.   THE  PARTIES  EXPRESSLY  AGREE  THAT  THE
               LIMITATIONS TO SPECIAL,  INCIDENTAL,  CONSEQUENTIAL  AND PUNITIVE
               DAMAGES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SHALL
               SURVIVE THE DETERMINATION OF ANY COURT OF COMPETENT  JURISDICTION
               THAT ANY REMEDY PROVIDED  HEREIN FAILS OF ITS ESSENTIAL  PURPOSE.
               UNDER NO CIRCUMSTANCES SHALL SPARTA'S LIABILITY HEREUNDER FOR ANY
               CAUSE EXCEED THE PURCHASE  PRICE RECEIVED BY IT FOR THE PRODUCTS;
               provided,  however,  such limitations shall not apply to a breach
               by Sparta of the  provisions  of Section  6.c. or Section 8 or to
               any intentional breach of any provision herein by Sparta.

          c.   Force  Majeure.  No party to this Agreement will be liable to any
               other party or be in breach of this Agreement  caused in whole or
               in part by any event  beyond  such  party's  reasonable  control,
               including  without  limitation,  acts of God, fire, war, strikes,
               riots,  acts  of any  government  or any  agency  or  subdivision
               thereof,  transportation  delays,  or  shortage or  inability  to
               secure labor, fuel, energy, raw materials,  supplies or machinery
               at reasonable prices from regular sources.

          d.   Entire Agreement. This Agreement, together with Exhibits A and B,
               contains  the  entire  contract  between  the  parties  as to the
               subject matter hereof and supersedes any prior or contemporaneous
               written or oral  agreements  between the parties  with respect to
               any business matter.

          e.   Modifications and Waivers. No purported  amendment,  modification
               or waiver of any  provision  of this  Agreement  shall be binding
               unless set forth in a written  document signed by all parties (in
               the case of amendments and  modifications)  or by the party to be
               charged  thereby (in the case of  waivers).  Any waiver  shall be
               limited to the circumstance or event  specifically  referenced in
               the written  waiver  document and shall not be deemed a waiver of
               any other  term or  provision  of this  Agreement  or of the same
               circumstance or event upon any recurrence thereof.

          f.   Notices.  Any notice required or permitted to be given under this
               Agreement  shall be in  writing  and shall be deemed to have been
               duly  delivered (i) when received if delivered by hand,  (ii) the
               next  business  day if  delivered by facsimile or (iii) three (3)
               business days after  deposit,  if placed in the mail for delivery
               by  registered  or  certified  mail,  return  receipt  requested,
               postage  pre-paid,  and addressed to the appropriate party at the
               addresses  set forth on the first page  hereof.  If either  party
               should change its address or facsimile  number,  such party shall
               give  written  notice of the other  party of the new  address  or
               facsimile  in the manner  set forth  above,  but any such  notice
               shall not be effective until received by the addressee.

          g.   Severability.  In  the  event  that  any  provision,  or  portion
               thereof,  is held to be unenforceable by final order of any court
               of competent  jurisdiction,  such provision,  or portion thereof,
               shall be severed  herefrom  without  effecting  the  validity  or
               enforceability of the remaining provisions.

          h.   Governing Law. This Agreement  shall be governed by and construed
               in accordance with the laws of the State of Minnesota.

     The parties have  executed this  Agreement,  in the manner  appropriate  to
each, to be effective as of the date on the first page hereof.


                                             SPARTA FOODS, INC.



                                             By ________________________
                                              Its_______________________



                                             KEN DAVIS PRODUCTS, INC.


                                             By_________________________
                                              Its_______________________