EXHIBIT 10.6

                             DISTRIBUTION AGREEMENT

         This  DISTRIBUTION  AGREEMENT  ("Agreement")  is made  this 18th day of
October,  1996 between ANNIE'S  HOMEGROWN,  INC., a Delaware  corporation having
offices at 180 Second Street,  Chelsea,  Massachusetts  ("Annie's")  and LIBERTY
RICHTER,  INC., a New Jersey  Corporation,  having offices at 400 Lyster Avenue,
Saddle Brook, New Jersey 07662 ("Liberty").

                                   BACKGROUND

         Annie's  manufactures  and  sells  certain  lines  of pasta  and  other
foodstuffs.  Liberty is in the business of importing, marketing and distributing
specialty  and fancy  foods.  Annie's is desirous of  appointing  Liberty as its
exclusive distributor with respect to certain of its pastas.

                                    AGREEMENT

         1.0 DEFINED TERMS.  The following  terms,  each bearing initial capital
letters, shall have the meanings set forth below:

         1.1  "Products"  shall  mean those  certain  pasta  products  and other
foodstuffs  set  forth  on  Exhibit  "A"  attached  hereto  and  any  Additional
Foodstuffs incorporated into this Agreement pursuant to ss.8.11.

         1.2 "Net  Sales"  shall mean gross  proceeds of sales by Liberty to its
customers,  minus (i) off invoice  promotions,  (ii) customer bill backs,  (iii)


                                       1





scan down fees, (iv) all variable  marketing  expenses paid to customers and (v)
pickup allowances.

         1.3   "Trademarks"   shall  mean  those   trademarks,   tradenames  and
distinctive   designs  of  Annie's  used  in  connection   with  the  marketing,
distribution  and sale of the  Products  pursuant to this  Agreement,  including
without  limitation the trademarks  "Annie's",  "Annie's  Homegrown",  "Bernie's
Rabbit of Approval" and rabbit design.

         1.4 "Territory" shall mean the continental United States,  Puerto Rico,
the U.S. Virgin Islands and Bermuda.

         1.5  "Initial  Term"  shall  mean  the  period  from  the  date of this
Agreement through December 31, 1997.

         1.6 "Extended  Term" shall mean any calendar year  commencing with 1998
and thereafter during which this Agreement remains in effect pursuant to ss.2.3.

         1.7 "Term of this  Agreement"  shall  mean any time  period  covered by
either the Initial Term or any Extended Term.

         1.8 "Additional  Foodstuffs"  shall mean any foodstuffs  other than the
Products  set forth on Exhibit  "A",  which  Annie's  wishes to market,  sell or
distribute on a wholesale or retail basis using the Trademarks.


                                       2




         1.9  "Saleable  Inventory"  shall mean all inventory of the Products in
condition acceptable to the trade customers and not more than 360 days old.

         1.10  "Sub-Distributors"  shall mean such  distributors  and brokers as
Liberty may, from time to time,  engage to assist in the wholesale  distribution
of the Products.

         1.11 "Prime  Rate" shall mean the prime rate as  published  in the Wall
Street Journal, from time to time.

         2.1 APPOINTMENT. Subject to the terms and conditions of this Agreement,
Annie's  hereby  appoints  Liberty as the sole and exclusive  distributor of the
Products within the Territory for the following "Retail Channels":

         *        National, regional or independent chains;
         *        Natural food stores;
         *        Club stores;
         *        Mass  merchandising  or drug store  chains;  
         *        Gourmet  or  specialty outlets; 
         *        Food service industry and other institutional sales;
         *        Armed forces sales and outlets.


                                       3





Annie's   specifically   excludes  appointing  Liberty  as  sole  and  exclusive
distributor  of products  within the Territory  for sales through  private label
channels or Annie's mail order business.

         During the term of this Agreement, Annie's agrees (i) not to distribute
or sell the  Products in the  Territory  through  retail  channels,  directly or
indirectly,  except through Liberty,  (ii) not to license or otherwise authorize
any third party to  distribute  or sell the  Products in the  Territory  through
retail channels and (iii) not to license or otherwise  authorize any third party
to use the  Trademark in  connection  with the  wholesale or retail trade of the
Products in the Territory.

         2.2  ACCEPTANCE.  Liberty hereby accepts the  appointment and agrees to
exercise  commercially  reasonable  efforts to distribute  the Products  through
Retail Channels within the Territory as provided herein.

         2.3 TERM.  Following the Initial Term,  either party may terminate this
Agreement  effective  December 31 of a particular  year, by giving notice to the
other party on or before  September 15 of that year,  time being of the essence.
In the event that neither party  terminates the Agreement within the time and in
the manner  provided,  the  Agreement  shall  automatically  be extended for any
additional year.


                                       4




         3.1 PRICES.  Annie's suggested distribution prices for the Products are
as set  forth on  Exhibit  "B",  as such  may be  changed  from  time to time by
Annie's.

         3.2 TITLE.  Title and risk of loss shall be with  Annie's  until either
(i)  delivery  of the  Products to  Liberty's  warehouse,  (ii)  delivery of the
Products by Annie's to Liberty's customer's  warehouse,  or (iii) receipt of the
Products by Liberty or its assigned carrier at Annie's  manufacturer's  facility
or its manufacturer's warehouse.

         3.3 PAYMENT TERMS.  Terms of payment by Liberty for its purchase of the
Products  shall be net thirty  (30) days from  receipt of the  invoice.  Annie's
shall not submit any  invoices to Liberty  prior to the movement of the Products
covered by the  particular  invoice.  Invoices  may be either  mailed,  faxed or
electronically  transmitted  to  Liberty.  Payments  are  to be  made  via  wire
transfers into Annie's account. Late payments accrue interest at 1.5% per month.
Notwithstanding  the provisions of this ss.3.3 and of ss.3.1,  the amount of the
payments  to be made  within  30 days of the  receipt  of the  invoice  shall be
determined  by  reference  to ss.3.4 and not by  reference  to the amount on the
invoice or the price list.

         3.4 PAYMENT  FROM  LIBERTY TO ANNIE'S.  Liberty will pay to Annie's for
the purchases of the Products:  (i) Liberty's estimated average selling price


                                       5





of the Products, (ii) less  Liberty's  estimated  credit  of 2% of all Net Sales
through  December 31, 1996 and 5% of all Net Sales  commencing  January 1, 1997,
(iii) less  Liberty's  estimated  reimbursement  of all of the expenses  paid or
incurred by Liberty, as set forth in ss.3.5(c).

         3.5  ADDITIONAL  PAYMENTS  TO  ANNIE'S.  Commencing  February  1, 1997,
Liberty shall pay to Annie's the amount  produced by the  following  computation
with respect to the sale of the  Products by Liberty  during the period from the
date of this Agreement through December 31, 1996:

         (a)      The gross proceeds of sales by Liberty to its customers during
                  the period in question.

         (b)      LESS the amounts paid by Liberty to Annie's pursuant to ss.3.3
                  & ss.3.4 for the purchase of the volume of Products which were
                  sold during the period in question.

         (c)      LESS the  following  expenses  paid,  allowed or  incurred  by
                  Liberty  during  the  period  in  question,  on an  actual  or
                  estimated  basis,  as the  case  may  be,  as  indicated: 

                  (i)   Liberty's   actual  freight  costs;   

                  (ii)  Liberty's  actual warehouse and handling  charges; 

                  (iii) Liberty's actual sales  brokerage  payments;   


                                       6





                  (iv)  Any new distribution slotting payments approved by 
                        Annie's and actually paid or allowed by Liberty;

                  (v)   Any promotion  allowances and cash discounts approved by
                        Annie's and actually paid or allowed by Liberty;

                  (vi)  Liberty's incurred inventory finance charges for the 
                        Products,  calculated on a per diem basis at the Prime 
                        Rate  from the date of payment  by Liberty pursuant to 
                        ss.3.3 and ss.3.4,  less finance  charges  saved due to
                        product movement prior to the aforesaid date of payment.

                  (vii) Liberty's  incurred finance charges for its receivables,
                        calculated  on a per diem  basis  at the  Prime  Rate;  

                  (viii)Liberty's bad debt reserve, as agreed with Annie's
                        pursuant to ss.4.3. 

                  (ix)  Spoiled,  defective or damaged Products returned by 
                        Liberty's customers as approved by Liberty and actually 
                        paid or allowed by Liberty to its customers less amounts
                        reimbursed  from freight claims or insurance;



                                        7




                  (x)   Such amounts as the parties may agree upon for 
                        additional  services  from  Liberty  to Annie's, outside
                        the scope of ss.4.1, as the parties may agree upon.

         (d)      LESS an  allowance of a credit to Liberty in the amount of two
                  percent of all Net Sales  through  December  31, 1996 and five
                  percent  (5%) of net sales  commencing  January  1,  1997,  as
                  compensation to Liberty for its services pursuant to ss.3.4.

         The  foregoing   computation   and  payment  shall  be  made  quarterly
thereafter on each succeeding February 1, May 1, August 1 and November 1 for the
respective  three month period  commencing  four months prior to the computation
and payment date, until termination of the Agreement.

         In the event  that the  foregoing  computation  yields a net  credit to
Liberty,  Annie's  agrees  to pay  that  amount  to  Liberty  within  30 days of
notification by Liberty of the amount due.

         Either party shall have the option to calculate  interest on a per diem
basis on the amounts due as the result of the  foregoing  calculation  within 90
days after each  calculation  by  Liberty  and to bill the other  party for said
interest.  The interest due shall be paid within 30 days of receipt of the bill.
Any party  failing to submit  such a bill within 90 days shall be deemed to have
waived the right to the aforesaid interest.


                                       8







         4.1 LIBERTY'S DUTIES. During the Term of this Agreement,  Liberty shall
have the following duties and obligations:

         (a)      To  exercise  commercially  reasonable  efforts  to  sell  and
                  distribute the Products  within the  Territory,  utilizing its
                  own sales force and such  Sub-Distributors  as provided for in
                  this Agreement.

         (b)      To  provide  the   following   services   to  Annie's,   in  a
                  commercially reasonable manner, with respect to the Products:

                  OPERATIONS
                  ----------
                  Purchasing

                  SALES AND SALES ADMINISTRATION
                  ------------------------------
                  Order Processing
                  Sales Coverage
                  Broker Management
                  Promotion Execution
                  Management of Sales Allowances; on/off invoice
                  Food Shows Participation

                  MARKETING
                  ---------
                  Assist in Development of Strategy, Objectives and Sales Plan

                  Provide  Contact  Person (to assist  Annie's in  communication
                  with all parts of the Liberty organization)

                  FINANCE
                  -------



                                       9






                  Invoicing and Record Management

                  MANAGEMENT SERVICES
                  -------------------
                  Provide Industry Expertise to Annie's

         (c)      To provide  Annie's with Liberty Richter  standard  reports as
                  listed in Exhibit "C" on the dates indicated on Exhibit "C".

         (d)      To provide  Annie's with a quarterly  computation  showing the
                  amount to be paid to  Annie's or to  Liberty,  as set forth in
                  detail in ss.3.5.

         (e)      To  comply  with  all   governmental   laws  and   regulations
                  applicable to the sale of the Products.

         (f)      To maintain products liability and general liability insurance
                  on an occurrence  basis in  commercially  reasonable  amounts,
                  which  insurance  policies shall name Annie's as an additional
                  named insured.

         (g)      To  utilize  the  Trademarks   only  in  connection  with  the
                  marketing and  distribution of the Products during the Term of
                  this Agreement and to exercise commercially reasonable efforts
                  to require any  Sub-Distributors to do the same as provided in
                  Subsection 7 (i) below.


                                       10





         (h)      To conduct  its  business  with  respect to the  Products in a
                  commercially   reasonable  manner  and  accordance  with  good
                  business judgment.

         (i)      To  exercise  commercially  reasonable  efforts  to  have  its
                  Sub-Distributors comply with the provisions of this Agreement,
                  as provided herein in the following  manner. In the event that
                  Annie's notifies Liberty that a particular Sub-Distributor has
                  violated  any  obligation  to Annie's  under  this  Agreement,
                  Liberty  agrees  to  send  written  notice  to the  particular
                  Sub-Distributor  within 5  business  days  demanding  that the
                  Sub-Distributor   cease   the   improper   conduct.   If   the
                  Sub-Distributor  fails to cease the improper  conduct within 5
                  business  days of receipt  of the  notice,  Liberty  agrees to
                  cease  placing or accepting  orders for the  Products  from or
                  with the  particular  Sub-Distributor.  In such  case  Liberty
                  shall have no further obligation in this context,  and Liberty
                  may  continue to do business  with the  Sub-Distributor  as to
                  other lines which are not Products as defined herein.

         (j)      To perform any other promise to Annie's set forth elsewhere in
                  this Agreement.


                                       11





         4.2 ANNIE'S DUTIES.  During the Term of this  Agreement,  Annie's shall
have the following duties and obligations:

         (a)      To  make   commercially   reasonable   efforts  to  cause  its
                  manufacturers  to make the Products  available for purchase by
                  Liberty in commercially reasonable amounts and timeframes.

         (b)      To maintain products liability and general liability insurance
                  on an occurrence  basis in  commercially  reasonable  amounts,
                  which  insurance  policies shall name Liberty as an additional
                  named insured and to require any  manufacturer of the Products
                  to do likewise.

         (c)      To  comply  with  all   governmental   laws  and   regulations
                  applicable to the manufacture of the Products.

         (d)      To perform any other promise to Liberty set forth elsewhere in
                  this Agreement.

         4.3  INITIAL  ESTIMATED  EXPENSES.  Annexed  hereto as Exhibit  "D" are
certain  estimated  expenses of Liberty as agreed by the  parties.  In February,
1997,  the parties  agree to review the expenses set forth on Exhibit "D" and to
reasonably  agree on any  needed  adjustments,  based on  Liberty's  experience.
Thereafter,  the same process shall be undertaken  upon



                                       12






request of either  party,  but in no event  sooner than 3 months  since the last
review.

         5.0.  WARRANTIES AND REPRESENTATIONS OF ANNIE'S.

         a.       Annie's  warrants and  represents  that each of the warranties
                  and  representations  in this  section  5.0(a) are true at the
                  time of the execution of this  Agreement and shall remain true
                  during the Term of this Agreement:

                  (i)      That it is the sole owner of the Trademarks, free and
                           clear of all liens, encumbrances,  security interests
                           or rights of any party whatsoever and that it has the
                           full and complete right to sell the Products  bearing
                           the  Trademarks  to  Liberty  as set  forth  in  this
                           Agreement.

                  (ii)     That it has not licensed or otherwise  authorized any
                           third party to utilize the  Trademarks  in connection
                           with the sales or distribution of the Products within
                           the Territory.

                  (iii)    That  the   execution  of  this   Agreement  and  the
                           consummation of the transactions  contemplated hereby
                           do no conflict  with or result in a default or breach
                           under  any  (a)   agreement,   indenture,   mortgage,
                           contract or  instrument  to which Annie's is bound or
                           to which any of its assets is 


                                       13




                           subject, (b) any order, writ, injunction, judgment or
                           decree to which  Annie's or its assets are bound,  or
                           (c) any law or regulation applicable to Annie's or by
                           which its assets are bound.

                  (iv)     That,  to the  knowledge  of Annie's,  the  formulas,
                           recipes or processes for the Products do not infringe
                           on  any  other  person's  ownership,  proprietary  or
                           patent rights.

                  (v)      That, to the knowledge of Annie's,  the Trademarks do
                           not infringe on any other person's trademark or other
                           intellectual property rights.

        b.        Annie's warrants and represents that each of the statements in
                  this section  5.0(b) are true at the time of the  execution of
                  this Agreement:

                  (i)      That  there is no pending  or, to Annie's  knowledge,
                           threatened claim or litigation related in any way (i)
                           to  its  exclusive  ownership  of and  rights  to the
                           Trademarks  or (ii) to its right to sell the Products
                           bearing  the  Trademarks  to  Liberty as set forth in
                           this Agreement.

                  (ii)     That  there is no pending  or, to Annie's  knowledge,
                           threatened claim or litigation  related in any way to
                           its 


                                       14





                           ownership of the recipes, patents or formulas for the
                           Products.

         5.1  ANNIE'S  INDEMNIFICATION  AS TO  WARRANTIES,  REPRESENTATIONS  AND
COVENANTS.  Annie's  agrees to indemnify,  hold harmless and defend in the first
instance Liberty from any and all costs, claims, damages, losses liabilities and
expenses  (including  reasonable  attorneys  fees) which  Liberty may incur from
third  party  claims  with  respect  to the  subject  matter  of  the  aforesaid
warranties and  representations  of Annie's in ss.5.0  (regardless of whether or
not made to Annie's knowledge).  This covenant shall survive termination of this
Agreement for any reason. In the event of any such claim, Annie's shall have the
right to control the conduct of the litigation and any monetary  settlement paid
by Annie's.

         6.0 WARRANTIES AND REPRESENTATIONS OF LIBERTY.  Liberty hereby warrants
and represents as follows to Annie's:

                  (a)      That  the   execution  of  this   Agreement  and  the
                           consummation of the transactions  contemplated hereby
                           do not conflict with or result in a default or breach
                           under  any  (i)   agreement,   indenture,   mortgage,
                           contract or  instrument  to which Liberty is bound or
                           to  which  any of its  assets  is  subject,  (ii) any
                           order, writ, injunction,  judgment or decree to which
                           Liberty 


                                       15




                           or  its  assets  are  bound,  or  (iii)  any  law  or
                           regulation  applicable  to  Liberty  or by which  its
                           assets  are bound and that such  state of acts  shall
                           remain true during the Term of this Agreement,

         Liberty  warrants and represents that each of the aforesaid  warranties
and  representations are true at the time of the execution of this Agreement and
shall  remain true during the Initial  Term of this  Agreement  and any Extended
Term hereof.

         Liberty  agrees to  indemnify,  hold  harmless  and defend in the first
instance Annie's from any and all costs, claims, damages, losses liabilities and
expenses (including  reasonable attorneys fees) from third party claims incurred
by Annie's with respect to the subject  matter of the aforesaid  warranties  and
representations  of Liberty.  This covenant  shall survive  termination  of this
Agreement for any reason. In the event of any such claim, Liberty shall have the
right to control the conduct of the litigation and any monetary  settlement paid
by Liberty.

         7.0      TERMINATION.


                                       16




         (a)  Convenience.  This  Agreement may be terminated at any time by the
mutual  agreement of the  parties.  Except as set forth in Section 2.3, no party
will have a unilateral  right to terminate for  convenience.  (b) Cause.  In the
event either party commits a material breach of one or more of the terms of this
Agreement, and does not cure such breach (or commence actions to cure the breach
and to proceed  diligently  as to breaches  which  cannot  practically  be cured
within the  aforesaid  period)  within ten (10) business days (five (5) business
days for the non-payment of undisputed amounts of money) after written notice of
such breach from the other party,  then the notifying  party may terminate  this
Agreement  immediately by written notice. 

         (c) Creditor's Remedies, Etc. Either party may terminate this Agreement
immediately  upon written notice if the other party makes any  arrangement  with
its creditors  generally,  or has a receiver  appointed for all or a substantial
part of its business or  properties,  or an  insolvency,  bankruptcy  or similar
proceeding  is brought by or against such other party and  involving  such other
party as debtor,  and if brought  against  such other  party,  is not  dismissed
within  sixty (60) days from its  institution,  or if such other party goes into
liquidation  or  otherwise  ceases  to  operate  as a going  concern.  


                                       17




         (d) Sale  Minimums.  If during the initial Term or any  Extended  Term,
Liberty shall fail to sell a minimum of five hundred thousand (500,000) cases of
the Products during a Calendar Year, Annie's may, at its sole discretion, either
(i) terminate this Agreement upon ten (10) days written notice; or (ii) continue
the rights and obligations of both parties under the Agreement.  Notwithstanding
ss.7(g), the foregoing option of terminating the agreement shall be the sole and
exclusive  remedy  of  Annie's  in the  event  that  Liberty  fails  to sell the
"minimum" of 500,000 cases.  Under no  circumstances  shall Liberty be liable to
Annie's for damages for failure to sell the  aforesaid  "minimum" or any related
claims.

         (e) Termination  Limitations.  Notwithstanding the provisions described
in  this  Section  7.0,  if  any  valid,  applicable  law  or  regulation  of  a
governmental  authority having jurisdiction over this Agreement,  Annie's and/or
Liberty,  limits a party's rights of termination or requires different or longer
periods than those set forth  herein,  this Section 7.0 shall be deemed  amended
solely to conform to such laws and regulations.

         (f)  Effective  Date of a  Termination.  Unless a period  of  notice is
provided  elsewhere  in this  Agreement  for a  specific  type  of  termination,


                                       18




termination of this Agreement shall be effective immediately upon a party giving
to the other party written notice of termination.

         (g)  Choice  of  Remedies.  Upon the  occurrence  of a  breach  of this
Agreement,  a  non-breaching  party  may in its  sole  discretion  independently
exercise  or not  exercise  any or all  rights  which  it may  have  under  this
Agreement or any other agreements by and between the breaching and non-breaching
parties,  and the  exercise  of the  non-breaching  party's  rights  under  this
Agreement shall not exclude any of the remedies which such  non-breaching  party
may have at law or in equity, all such remedies being cumulative in effect.

         7.1 RIGHTS AND OBLIGATIONS OF THE PARTIES ON TERMINATION.  In the event
that this Agreement is terminated,  for any reason (i) Liberty shall immediately
cease  holding  itself out as having any  on-going  business  relationship  with
Annie's or with the Products,  and (ii) Annie's  agrees to purchase from Liberty
all Saleable  Inventory at Liberty's  landed  warehouse  costs,  plus "in & out"
warehouse charges and monthly warehouse storage fees.

         8.0  RELATIONSHIP  BETWEEN  THE  PARTIES.  Nothing  contained  in  this
Agreement  shall be deemed to create any  relationship  of principal  and agent,
partners or joint venturers as between Annie's and Liberty.


                                       19




         8.1 RIGHT TO  INSPECT  THE BOOKS AND  RECORDS.  During the term of this
Agreement  and for a  period  of two (2)  years  thereafter,  Annie's  shall  be
allowed,  upon 7 days written notice, access during reasonable business hours to
review and inspect the Books and Records of Liberty regarding the administration
of this  Agreement,  including  inspection  of all  books,  records,  contracts,
agreements or other  information  relating to distribution of the Products under
this  Agreement.  The failure of Liberty to allow any such  inspection  shall be
deemed a material breach of this Agreement. 

         8.2 ENTIRE  AGREEMENT.  This  Agreement is the sole  understanding  and
agreement  between the parties with respect to its subject matter.  There are no
other terms,  covenants,  conditions,  warranties or representations between the
parties,  whether written or unwritten,  not set forth herein.  This Agreement s
persedes  any other such prior or  contemporaneous  oral or written  discussion,
agreements,  understandings or  correspondence.  Any revisions to this Agreement
must be approved in writing signed by both parties.


         8.3 HEADINGS AND  RECITALS.  The recitals set forth in the beginning of
this  Agreement  and  the  headings  of the  Sections  and  Subsections  of this
Agreement have been added for  convenience  only and shall not be deemed to be a
part hereof.


                                       20




         8.4 EXHIBITS. The Exhibits attached hereto are an integral part hereof.


         8.5 CONSEQUENTIAL DAMAGES. Under no circumstances shall either party be
liable to the  other  party  for  consequential  damages  with  respect  to this
Agreement.  The term "consequential damages" shall not be construed to limit the
right of either party to sue for any lost profits.  Under no circumstances shall
either  party have the right to sue for loss of the value of its business or its
good will as the result of any breach.

         8.6 FORCE MAJEURE.  Neither party shall be liable for any loss,  damage
or delay resulting from any cause  whatsoever  beyond its reasonable  control or
resulting from a force  majeure,  including  without  limitation,  fire,  flood,
strike,  lockout,  civil or  military  authority,  insurrection,  war,  embargo,
container or transportation shortage or delay of suppliers due to such causes.

         8.7 Construction.  This Agreement was prepared by both parties with the
assistance  of counsel and so any rule of  construction  against  the  draftsman
shall not be applicable.

         8.8  CONFIDENTIALITY.  From  time  to  time  during  the  Term  of this
Agreement,  both parties may become privy to certain  confidential  or sensitive
business information pertaining to the other party, including


                                       21




without limitation any business,  financial or technical  information or data of
either party,  whether  patentable or  unpatentable,  which is  confidential  or
proprietary  in  nature,   including  customer  lists;  business  and  marketing
strategies; financial projections;  confidential business information; operating
margins and pricing policies; formulae; recipes; and other information marked or
identified as  confidential  ("Confidential  Information").  In such event,  the
party  acquiring such  confidential  information  agrees to hold the information
confidential  and to refrain from disclosing such  information to third parties,
directly or indirectly,  during the Term of this Agreement or thereafter, except
with the prior written consent of the other party.  Information  shall not be or
shall  cease  to be  Confidential  Information  if it  is  or  becomes  publicly
available through no direct or indirect act of the receiving party or any of its
employees,  agents or contractors.  This provision shall survive any termination
or expiration of this Agreement.

         8.9 NO THIRD PARTY BENEFICIARY  INTENT.  Nothing contained herein shall
be deemed to create any third party beneficiary rights in any third party.

         8.10 ADDITIONAL FOODSTUFFS. In the event that Annie's shall develop any
Additional  Foodstuffs  that it wishes to sell or  distribute  on a wholesale or
retail basis within the Territory utilizing the Trademarks, 


                                       22




Annie's may, at its sole  discretion,  include such  additional  foodstuffs as a
product to be distributed by Liberty  pursuant to this Agreement.  In such case,
Liberty  shall have thirty days after written  notice by Annie's to  incorporate
the Additional  Foodstuff as a Product under this Agreement.  Failure by Liberty
to incorporate the Additional  Foodstuff as a Product shall be deemed a material
breach of this  Agreement.  If Annie's  chooses  not to include  any  additional
foodstuffs  as a product under this  agreement,  Annie's shall be free to market
and  distribute  the  Additional  Foodstuff  under the  Trademarks  without  any
obligation to Liberty under this Agreement.  Notwithstanding  the foregoing,  in
the event that the  Additional  Foodstuff  which Annie's seeks to incorporate in
the Agreement is covered by an existing non-compete  provision which Liberty has
with any of its other vendors,  during the aforesaid 30 day period Liberty shall
notify Annie's of the conflict with the existing non-compete provision, in which
case the  proposed  Additional  Foodstuff  shall not be  incorporated  into this
Agreement  and the  Agreement  shall remain in full force in effect  without the
proposed Additional Foodstuff.

         8.11 NOTICES. All notices and other communications under this Agreement
shall be in  writing.  Notices  may be  delivered  personally  or by


                                       23





nationally  recognized  overnight  delivery  service and shall be effective upon
receipt. Notices shall be sent as follows: 

         AS TO ANNIE'S:
         --------------

         Neil Raiff
         Annie's Homegrown, Inc.
         180 Second Avenue, Suite 202
         Chelsea, Massachusetts 02150

         WITH A COPY TO:

         Mitchell S. Bloom, Esq.
         Testa Hurwitz & Thibeault, LLP
         125 High Street
         Boston, MA  02110


         AS TO LIBERTY:
         --------------

         Lawrence LaPare
         President
         Liberty Richter, Inc.
         400 Lyster Avenue
         Saddle Brook, NJ 07662

         WITH A COPY TO:

         E. Neal Zimmermann
         Waters, McPherson, McNeill, P.C.
         300 Lighting Way
         Secaucus, NJ 07096



                                       24





         8.12 NEW JERSEY LAW This  Agreement  shall be governed and construed by
the laws of the State of New Jersey.  The federal and state courts of New Jersey
shall have exclusive  jurisdiction to hear and resolve and disputes arising this
Agreement or related to the subject matter thereof.

         8.13  SUBDISTRIBUTORS.  Annie's  acknowledges  that Liberty  intends to
distribute  the  Products,  in part,  through  brokers,  commercial  agents  and
sub-distributors. Liberty will keep Annie's informed on a timely basis as to the
names and addresses of its distributors and brokers.  If feasible,  Liberty will
advise  Annie's  prior  to the  retention  of any  new  distributor  or  broker.
Nothwithstanding  the preceding  sentence,  Liberty shall obtain Annie's written
consent prior to the retention of a distributor in areas of the Territory  where
Annie's currently sells to chain  supermarkets on a direct basis.  After Annie's
gives its consent as to the  retention of a  distributor  in a particular  area,
Liberty need not seek Annie's  consent prior to changing the distributor in that
area.


                                       25





         Signed,  sealed and delivered by a duly  authorized  representative  of
each party hereto as of the date first written above.

                                              ANNIE'S HOMEGROWN, INC.

                                              s/Neil Raiff
                                              -----------------------
                                              By  Neil Raiff
                                                ---------------------

                                     Its CFO
                                        --------------------------            
                              LIBERTY RICHTER, INC.

                                               s/Lawrence J. LaPare
                                              -----------------------
                                               By  Lawrence J.LaPare
                                                 --------------------
                                               Its  President
                                                  -------------------




                                       26