DISTRIBUTION AGREEMENT

This Agreement ("Agreement") is made effective September 1, 1997, by and 
between NORPAC FOODS, INC., an Oregon cooperative corporation, Robert 
Arneson Sales Agent, Inc., dba NORPAC Food Sales, an Oregon corporation 
(both collectively referred to as ("NORPAC"), and INTERNATIONAL YOGURT 
COMPANY, an Oregon corporation ("IYC"). 

	R E C I T A L S

A.	NORPAC and IYC have been parties to a Marketing Agreement dated 
September 8, 1987, which expires September 8, 1997, and which provided for 
the distribution, marketing and sales of IYC's frozen dessert and snack 
products ("Products").

B.	It is the purpose of this Agreement to provide for the invoicing, 
pooling and distribution of IYC's Products of the type and with the 
characteristics of the products which are currently handled through the 
NORPAC system as requested from time to time by IYC; and to serve as a 
transition period as the parties cooperate during the term of this 
Agreement to promote and encourage the establishment of direct 
relationships between IYC and the brokers in the Brokerage Marketing Areas 
described in Exhibit A and the establishment of its own marketing and 
distribution and invoicing systems.

	T E R M S

NOW, THEREFORE, in consideration of the terms and conditions hereinafter 
set forth, the parties hereby agree as follows:

I.	SERVICES PROVIDED BY NORPAC.  During the term of this Agreement, IYC 
may utilize NORPAC's system for the invoicing, pooling, selling and 
delivery of its Products in the Brokerage Marketing Areas listed on Exhibit 
A and in such other areas as are currently and serviced by the NORPAC 
marketing and distribution system, and in any other NORPAC system areas as 
are mutually agreeable.

II.	IYC'S RESPONSIBILITIES.  IYC shall assume and fulfill the following 
responsibilities:

     A.   Guaranty and Indemnity.  IYC will execute NORPAC's form of 
     Guaranty and Indemnity, its assurance of compliance with California
     Proposition 65, and will provide to NORPAC a certificate of insurance 
     certifying that NORPAC is an additional insured under IYC's commercial 
     general liability and umbrella excess liability policies.  IYC agrees 
     that said guaranty, assurance and certificate shall remain in full 
     force and effect for the benefit of NORPAC under and during the term 
     of this Agreement.  

     B.   IYC shall continue to stock Products as necessary in its and 
     NORPAC's system storage facilities, which are used for customer pick 
     up and NORPAC pool truck deliveries.  Consistent with current
     practice, IYC agrees to report periodically to NORPAC in writing, at 
     such times and in such forms as NORPAC may reasonably request, as to
     the quantity of products in the storage facilities.

III.	ACCOUNTING AND PAYMENT PROVISIONS.  When requested by IYC, NORPAC 
agrees to provide, the following accounting activities for all services and 
product sales under this Agreement:

     A.   Accurate and timely invoicing of Product sales; customer charge 
     backs or disputed items shall be for IYC's account, unless due to the 
     act of NORPAC;

     B.   Accurate and timely invoicing for transportation charges incurred 
     by IYC;

     C.   Freight payments on behalf of IYC to be billed back to IYC;

     D.   Claims filing and collection for Product distributed through the 
     NORPAC system which is damaged or destroyed by freight suppliers.

     E.  Its reasonable best efforts to assist IYC with IYC's reasonable 
     accounting requirements as reasonably requested from time to time by
     IYC.

     IYC agrees to timely remit payment in response to NORPAC's invoices.  
During the first six (6) months of this Agreement said payment shall be 
remitted by IYC on or before sixty (60) days after receipt of NORPAC's 
invoice.  For the ensuing five (5) month period, said payment shall be 
remitted within forty-five (45) days of receipt of NORPAC's invoice.  
Thereafter IYC's payment shall be remitted within thirty (30) days of 
receipt of NORPAC's invoice.  IYC agrees to advise NORPAC in writing by the 
applicable due date of the receipt of invoice if it disputes any invoiced 
item.  The parties agree to cooperate to resolve any disputes.  Absent this 
written notice the invoice shall be payable in full in accordance with 
applicable terms.  NORPAC may deduct any undisputed charges which are past 
due from IYC from any amounts otherwise due IYC.  In the event that related 
to this Agreement it becomes necessary by mutual agreement for IYC to 
invoice NORPAC for services rendered by IYC to NORPAC, IYC may deduct any 
undisputed charges which are past due from NORPAC from any amounts 
otherwise due NORPAC.  The payment remittance and disputed item notice 
provisions in this paragraph which apply to IYC shall apply as well to 
NORPAC.

NORPAC will charge IYC and IYC will pay NORPAC the actual charges for 
freight, and related services.  For NORPAC's invoicing services and costs 
that NORPAC incurs in making its distribution system available to IYC, IYC 
agrees to pay NORPAC one and one-half percent (12%) of the Brokerage Base 
Price of IYC's Product invoiced through the NORPAC system.  In addition, 
IYC agrees to pay NORPAC an additional one and one-half percent (12%) of 
the Brokerage Base Price of IYC's Product for all orders placed and 
generated through the NORPAC Food Sales customer service system (which may 
be necessary where IYC is not able to establish a broker-direct 
relationship).  For the purposes of this Agreement, Brokerage Base Price is 
defined as paid invoice price, less off-invoice discounts, less cash 
discounts, less freight charges (in the case of delivered pricing), and 
less marketing development plan charges of $1.90 per case, any change in 
which shall be subject to the mutual agreement of the parties.  

NORPAC agrees to pay the sum of $25,000 to IYC as follows (1) if IYC has 
paid NORPAC on a current basis each month all amounts due NORPAC under the 
terms of this Agreement, then NORPAC agrees effective October 31, 1998, 
that the $25,000 amount shall be paid as a credit against amounts due 
NORPAC through October 31, 1998 and the balance, if any, paid by check to 
IYC on such date; or (2) if IYC has not paid NORPAC on a current basis each 
month all amounts due NORPAC under the terms of this Agreement then NORPAC 
agrees effective December 31, 1998, that the $25,000 amount shall be paid 
as a credit against amounts due NORPAC through December 31, 1998 and the 
balance, if any, paid by check to IYC on such date; or (3) if IYC waives 
all rights under this Agreement to utilize the services being provided by 
NORPAC, NORPAC agrees, effective the day the waiver is effective, that the 
$25,000 shall be credited against amounts then due NORPAC and the balance, 
if any, shall be paid by check to IYC on such date.

IV.	TERM.  Subject to the Termination provisions hereinafter set forth, 
this Agreement commences September 1, 1997, and terminates December 31, 
1998, unless sooner terminated according to the terms hereof or extended by 
mutual agreement of the parties. 

V.	TERMINATION.  Material breach of this Agreement by any party and 
failure promptly to remedy that breach after written notice from any other 
party of such breach shall be cause for immediate termination of this 
Agreement by any other party.  Insolvency of any party or petition for or 
adjudication of bankruptcy, or the appointment of a receiver, or a 
composition with or assignment for the benefit of creditors, by or as to 
any party, shall be cause for immediate termination of this Agreement by 
the other parties upon written notice to all parties.  

VI.	ASSIGNMENT.  This agreement may not be assigned or transferred by 
either IYC or NORPAC without the prior written consent of the other party. 

VII.	ATTORNEYS FEES.  In the event of litigation arising under this 
Agreement, the prevailing party or parties shall be entitled to recover 
their reasonable attorneys fees and costs as set by the court at trial or 
on appeal.  

VIII.	BINDING EFFECT.  This agreement is binding on the parties, their 
successors and assigns.

IX.	APPLICABLE LAW.  This Agreement shall be construed pursuant to the 
laws of the State of Oregon.  Jurisdiction and venue for resolution of any 
disputes arising hereunder shall be in the Circuit Court for Multnomah 
County, Oregon. 
 

X.	ENTIRE AGREEMENT.  This and the Agreement between the parties 
executed on the effective date herewith is the entire agreement of the 
parties.  It supersedes any prior agreements among the parties.  






EXECUTED September 11, 1997, in duplicate original effective the date 
first above-written. 

INTERNATIONAL YOGURT COMPANY		NORPAC FOODS, INC.



By							By					
Title							Title					


ROBERT ARNESON SALES AGENT, INC., DBA NORPAC 
FOOD SALES


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