Exhibit 10.45

                             DISTRIBUTION AGREEMENT

     This  Agreement  is made this 14 day of  February,  1997  between  Marigold
Foods,  Inc.,  a Delaware  corporation,  2929  University  Avenue,  Minneapolis,
Minnesota 55414,  (hereinafter  referred to as "Distributor")  and Sparta Foods,
Inc., a Minnesota  corporation,  2570 Kasota Avenue,  St. Paul,  Minnesota 55108
(hereinafter referred to as "Sparta").

     WHEREAS,  Distributor  is a  wholesale  distributor  of  refrigerated  food
product, and

     WHEREAS,  Sparta is a  manufacturer  of tortillas,  salsa and other Mexican
style food products (hereinafter referred to as the "Sparta Product Line"), and

     WHEREAS,  Sparta desires to retain the services of Distributor  for purpose
of distributing its products in the territory hereinafter described.

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which is hereby acknowledged, the parties agree as follows:

     1. Products. The Products to be purchased in accordance with this Agreement
are listed on the attached  Schedule A. Sparta will provide  Distributor  with a
list, from time to time, of the Products which will be available to Distributor.
As to the  Products  on the list,  Sparta  shall be the  exclusive  supplier  to
Distributor of these Products. Sparta reserves the right to change the design of
the Products from time to time and may add or delete items from the Product mix.
Sparta  shall  give   Distributor   sixty  (60)  day  advance  notice  prior  to
implementing  any  change in the  design  of the  products  or before  adding or
deleting items from the product mix.

     2.  Territory.  The Territory used in this Agreement will be limited to the
states of Minnesota,  Wisconsin,  Iowa, North Dakota, South Dakota and Illinois.
If the parties wish to expand the Territory, they may do so by amendment to this
Agreement or by separate agreement. Within the Territory,  Distributor will have
the  exclusive  right to market the Product  referred to in  Paragraph 1. Sparta
agrees that during the term of this Agreement,  it will not sell the Products to
other distributors within the designated Territory.

     3. Price.  Sparta shall provide  Distributor,  from time to time, a current
price list which  shall  establish  the Price for  Products  ordered  during the
effective  period of the price list.  Sparta shall have the right,  from time to
time,  to  establish  Prices for its  Products and the time period in which said
Prices shall be effective. Sparta shall give Distributor thirty (30) days notice
prior to the effective date of any Price change.
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     4. Ordering Procedure.  Distributor shall submit a purchase order to Sparta
which shall include a Product  description  code number,  quantity and requested
pick up date for the Product.  Sparta, upon receipt of the purchase order, shall
confirm  receipt and  delivery  instructions,  at which point the order shall be
noncancellable.  Sparta shall prepare all orders for pick up at Sparta's dock at
2750 Kasota  Avenue,  St.  Paul,  Minnesota.  Sparta shall have ten (10) days to
prepare the order for pick up by  Distributor  unless such time is  shortened by
mutual agreement of the parties in writing.

     5. Delivery. All purchase orders will be FOB Sparta's dock. Purchase orders
will be  available  for pick up  within  ten  (10)  days of the  receipt  of the
purchase  order  from  Distributor  unless  delivery  is  delayed  because  of a
contingency beyond Sparta's  reasonable control including,  without  limitation,
acts of any government or governmental  agency,  acts of God, strike,  lock out,
war or national conflict. Title and risk of loss shall pass when the Product has
been loaded on Distributor's trucks.

     6.  Payment.  All sales  pursuant to this  Agreement  shall be made at such
prices and on such terms as Sparta shall  establish  from time to time.  Payment
shall  be  made  within  thirty  (30)  days  after  the  Product  is  loaded  on
Distributor's trucks. Any Payment not received within forty-five (45) days after
delivery  of  the  Product  will  be  subject  to a  reasonable  finance  charge
established from time to time by Sparta.

     7. Trademarks and Licensing  Rights.  Distributor  shall be allowed to use,
and  unless   otherwise   instructed  by  Sparta,   shall  use  the  trade  name
LaCampana-Paradiso for the term of this Agreement.  Sparta reserves the right to
approve all written  advertising and promotional  materials using the trade name
LaCampana-Paradiso   but   Distributor   is   authorized   to   use   the   name
LaCampana-Paradiso  to  indicate  that it is an  authorized  distributor  of the
Products.  Distributor  acknowledges  that it has no  right or  interest  in the
LaCampana-Paradiso  name by virtue of this Agreement or of its  distribution  or
solicitation of sales of the Products hereunder.  Distributor also agrees not to
use  the   trade   name,   trademarks,   logos  or  other   characteristics   of
LaCampana-Paradiso  Products except in connection with its activities  under the
terms of this Agreement.

     8. Reports.  Distributor  agrees to provide such Reports of its  activities
with respect to the Product and Territory as Sparta may reasonably request.

     9.  Expenses.  The  parties  agree that they each will be  responsible  for
Expenses  related  to their own  performance  under the terms of this  Agreement
except that any Expenses  associated with advertising and marketing to the trade
occurring post warehouse shall be divided equally between Sparta and Distributor
provided that said Expenses have been agreed to in advance by the parties.

     10. Term.  This  Agreement  shall  continue in full force and effect unless
otherwise  terminated as provided herein for a period of five (5) years from and
after the date set forth above.  This Agreement  shall  automatically  renew for
additional five (5) year terms unless either party notifies the other in writing
of its intent not to renew the  Agreement not later than six (6) months prior to
the end of then-current term.
                                                        

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     11.  Termination.  This Agreement may be terminated prior to its expiration
if either party  breaches any of its  obligations  hereunder and the other party
delivers written notice to the breaching party detailing the alleged breach.  If
the  alleged  breach  remains  uncured  for a period of twenty  (20) days  after
delivery of the written notice,  the nonbreaching  party may then terminate this
Agreement by delivery of thirty (30) days written notice of such  termination to
the breaching party. Upon termination of this Agreement, Distributor shall cease
to be an  authorized  distributor  of Sparta and all monies owed to Sparta shall
become immediately due and payable, all unshipped orders shall be cancelled with
neither  party  being  liable to the other  regarding  the same and  Sparta  may
purchase from the  Distributor  any Products at a mutually agreed upon price but
not in excess of the costs to Distributor.  Upon  termination of this Agreement,
the Distributor agrees to immediately discontinue to use the names,  trademarks,
advertising or anything else that might make it appear that Distributor is still
handling the Products of Sparta.  Upon termination,  Sparta shall have the right
to market its Products within the Territory,  either directly,  or through other
distributors  to the  customers  previously  served  under  this  Agreement  and
Distributor  shall  provide  Sparta  with a customer  list of all  customers  of
Distributor to whom Sparta Products have been sold or delivered.

     12.  Assignment.  Neither party may assign its rights or obligations  under
this Agreement  except upon the express written consent of the other party which
consent shall not be unreasonably withheld.

     13. Competing Products. Distributor agrees that it shall not offer for sale
any  product in the Sparta  Product  Line or any product  competing  directly or
indirectly  with the Products  referred to in Paragraph 1 unless they have first
requested  said  Product  from Sparta and Sparta has  declined  to provide  said
Product in accordance with the provisions of Paragraph 1.

     14.  Indemnification.  Distributor  agrees  to  indemnify  and hold  Sparta
harmless from and against any claims, liabilities, costs and expenses, including
reasonable  attorneys' fees, which are incurred by Sparta due to any defect in a
Product  caused  by  the  negligence  or  deliberate  act  of  Distributor,  its
employees, agents or by any other breach by Distributor of its obligations under
this Agreement.

     15. Sales Material and Training.  Sparta shall, from time to time,  provide
Distributor  information  regarding  the Products and Product mix and shall make
available such sales information,  promotional  literature and training programs
as it deems appropriate to assist Distributor in training its sales staff.

     16. Advertising. Sparta will cooperate with the Distributor and its dealers
in providing for advertising and promotion of the Product. Distributor agrees to
participate  and actively  promote and comply with the terms and  conditions  of
such  advertising  and  merchandising  programs.  Distributor  agrees  that  its
advertising  must comply with the  policies of Sparta and agrees to  discontinue
any advertising which is not approved by Sparta.


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     17.  Disputes.   If  both  parties   specifically  agree  in  writing,  any
controversy  or claim arising out of or relating to the breach of this Agreement
may be settled by arbitration.

     18. Legal Relationship.  Distributor,  at all times, shall be considered an
independent contractor with respect to its undertakings hereunder and nothing in
this  Agreement  shall  constitute  the parties as  partners,  joint  venturers,
employees  or  otherwise  associated  with  one  another  except  to the  extent
specifically provided herein. Neither party is granted any right or authority to
act for, incur,  assume or create any obligation,  responsibility  or liability,
express or implied,  in the name of the other, and neither may bind the other in
any manner whatsoever.

     19.  Survival.  The  termination of this Agreement shall not release either
party  from any  liability,  obligation  or  agreement  which,  pursuant  to any
provision of this  Agreement,  is to survive or to be  performed  after any such
termination.

     20. Entire Agreement.  This Agreement  constitutes the entire understanding
and agreement  between the parties with respect to the subject matter herein and
there are no representations,  warranties,  covenants, agreements or collateral,
understandings, oral or written, expressed or implied that are not expressly set
forth herein. This Agreement supersedes any and all prior agreements, written or
oral, between the parties with respect to the subject matter herein.

     21.  Modification and Waiver.  No 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 or  modifications)  or
by the  party.  Any  waiver  shall be  limited  to the  circumstance  or  events
specifically referenced in the written waiver document and shall not be deemed a
waiver of any other term of this Agreement or of the same  circumstance or event
upon any reoccurrence thereof.

     22.  Severability.  In the event that a provision of this Agreement is held
invalid by a court of competent  jurisdiction,  the remaining  provisions  shall
nonetheless be enforceable in accordance with their terms. Further, in the event
that any provision is held to be overbroad is written,  such provision  shall be
deemed  amended to narrow its  application  to the extent  necessary to make the
provision  enforceable  according  to  applicable  law and shall be  enforced as
amended.

     23.  Headings.  Heading herein do not form a part of this Agreement but are
for convenience only.
                                                        

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     24. Applicable Law. This Agreement shall be deemed to have been executed in
the State of Minnesota and shall be interpreted and construed in accordance with
and governed by the laws of the State of Minnesota.

     IN WITNESS  WHEREOF,  the undersigned  have executed this Agreement the day
and year first above written.

                             MARIGOLD FOODS, INC.


                             BY:      _________________________
                             ITS:     _________________________


                             SPARTA FOODS, INC.


                             BY:      _________________________
                             ITS:     _________________________