SPIGADORO INC
8-K, 2000-05-10
COMPUTER PROGRAMMING SERVICES
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<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934




Date of Report:  May 3, 2000



                                 SPIGADORO, INC.
               --------------------------------------------------
               (Exact name of registrant as specified in charter)


                                    DELAWARE
                 ----------------------------------------------
                 (State of other jurisdiction of incorporation)


          001-15617                                    13-3920210
   ------------------------                 ---------------------------------
   (Commission File Number)                 (IRS Employer Identification No.)


           70 East 55th Street, 24th Floor, New York, New York 10022
           ---------------------------------------------------------
           (Address of principal executive offices)       (Zip Code)


          Registrant's telephone no. including area code: 212-754-4271




            ---------------------------------------------------------
            (Former Address, if changed since Last Report) (Zip Code)





<PAGE>


ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

         On May 3, 2000, under a Shares Purchase Agreement with Starfood Italia
S.r.l. and Dino Gazzola, we acquired, through our wholly-owned subsidiary,
Petrini, S.p.A., all of the issued and outstanding shares of capital stock of
Pastificio Gazzola S.p.A. Pastificio Gazzola is an Italian company that produces
and sells private label pasta in Europe and, in particular, Italy, France and
Germany. Pastificio Gazzola owns approximately 99.8% of the capital stock of
Gazzola France, a French company that sells private label pasta in France. Under
the terms of the transaction, we paid approximately US$11.5 million in cash and
issued 583,334 shares of our common stock to Starfood Italia. In addition, we
have agreed to make additional contingent payments on May 3, 2002 of (i) up to 5
billion ITL (approximately US$2.5 million) in the event Pastificio Gazzola
achieves certain performance targets in 2000 and 2001 and (ii) 5 billion ITL
(approximately US$2.5 million) if Mr. Gazzola does not voluntarily resign as the
Managing Director of Pastificio Gazzola prior to May 3, 2002. We have also
guaranteed the obligations of Petrini with respect to the additional contingent
payments and have agreed to issue additional shares of our common stock to
satisfy such obligations if required.

         Starfood Italia is controlled by Mr. Gazzola. Pastificio Gazzola will
operate as a wholly-owned subsidiary of Petrini (and an indirect wholly-owned
subsidiary of Spigadoro) and Mr. Gazzola has agreed to remain as the Managing
Director of Pastificio Gazzola until May 3, 2002.

         The consideration paid in connection with the transaction was
determined through arms-length negotiations between the representatives of each
of Petrini, Starfood Italia and Dino Gazzola. The transaction was financed from
cash reserves at Petrini and borrowings under Petrini's credit facility.

         The Shares Purchase Agreement is attached hereto as Exhibit 2.2 and is
incorporated herein by reference.

         Statements in this report that are not descriptions of historical facts
are forward-looking statements that are subject to risks and uncertainties. Such
statements, including those regarding among other things, our strategy, future
prospects and results of operations, are dependent on any number of factors,
including market conditions, competition and the availability of financing, many
of which are outside of our control. Actual results could differ materially from
those currently anticipated due to a number of factors, including those set
forth in our Securities and Exchange Commission filings under "Risk Factors."
These factors include the following: we have changed our principal business and
we may not be successful operating a new business, if we do not successfully
sell our existing computer business, the combined company may be adversely
affected; Vertical Financial Holdings and affiliated entities control Spigadoro;
our substantial debt may adversely affect our ability to obtain additional funds
and increase our vulnerability to economic or business downturns; our operating
results will be adversely affected by charges from acquisitions; our strategy of
acquiring other companies for growth may not succeed and

                                      -2-
<PAGE>

may adversely affect our financial condition, results of operations and cash
flows; intense competition in the pasta and animal feed industries may adversely
affect operating results; our business may be adversely affected by risks
associated with foreign operations; and other risks. In addition, our
acquisition negotiations are in various stages and, except as previously
announced, we have no agreement or arrangements relating to any acquisitions. We
are unable to predict whether or when any of these negotiations will result in
any definitive agreements.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements of the Business Acquired.

               Financials for Pastificio Gazzola S.p.A. to be filed by
               amendment within the time period specified by Item 7 of Form 8-K.

     (b)  Pro Forma Financial Information.

               Pro Forma Financial Information to be filed by amendment within
               the time period specified by Item 7 of Form 8-K.

     (c)  Exhibits

               2.2   Shares Purchase Agreement dated as of April 14, 2000 by and
                     between Petrini S.p.A. and the other parties named therein.

               99.1  Press Release dated May 4, 2000.




                                      -3-
<PAGE>


                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                          SPIGADORO, INC.



                                           By: /s/ Klaus Grissemann
                                               -----------------------
                                               Klaus Grissemann
                                               Chief Financial Officer

Date:  May 9, 2000




















                                      -4-





<PAGE>

                                                                     Exhibit 2.2


                            SHARES PURCHASE AGREEMENT

     This SHARES PURCHASE AGREEMENT is dated as of April 14, 2000 (the
     "Agreement")

                                     BETWEEN

     PETRINI S.P.A. a company organized under the laws of Italy, having its
     registered office in Bastia Umbria, Perugia (Italy), at Via IV Novembre
     2/A, represented herein by Mr. Carlo Petrini (hereinafter, "Petrini" or the
     "Purchaser");

                                       AND

     STARFOOD ITALIA S.R.L., a company organized under the laws of Italy, having
     its registered office in Mondovi, Cuneo (Italy), at Via Cuneo 23,
     represented herein by its sole director Mr. Dino Gazzola (hereinafter
     "Starfood Italia" or the "Seller");

                                       AND

     DINO GAZZOLA, an Italian citizen, born in Mondovi on April 3, 1959 and
     domiciled for the purpose of this Agreement in Cuneo, Corso Garibaldi 4,
     (hereinafter "Dino Gazzola" or the "Guarantor")

     (hereinafter collectively referred to as the "Parties" and, each, a
     "Party").

                                     WHEREAS

- -    Pastificio Gazzola S.p.A. (hereinafter "Pastificio Gazzola") is a company
     engaged in the Pasta business, incorporated and existing under the laws of
     Italy, with its registered office at Via Cuneo, 25, Mondovi, Cuneo (Italy),
     registered at the Enterprise Register of Cuneo under No. 851/130, Fiscal
     Code No. 00184490043 and having a corporate capital equal to ITL.
     12,350,000,000;

- -    Pastificio Gazzola is a company with a strong presence in the European
     Pasta business;

- -    Starfood Italia owns no. 110,335 shares of Pastificio Gazzola, representing
     the 65.993% of the total issued and outstanding capital of Pastificio
     Gazzola and will own at Closing (as hereinafter defined) the 90.914% of the
     total issued and outstanding shares of Pastificio Gazzola (hereinafter the
     "Shares");

- -    Pastificio Gazzola owns, in turn, no. 2,495 shares representing the 99.8%
     of the

                                                                             -1-
<PAGE>

     total issued and outstanding shares ("parts") of Gazzola France Sarl, a
     company organized under the laws of France, with registered offices in
     Paris, Boulevard Voltaire 242 ("Gazzola France");

- -    Petrini is a company active in the Pasta & Animal Feed business sectors and
     it is controlled by Spigadoro Inc., a U.S. listed company;

- -    Petrini wishes to purchase from Starfood Italia the 90.914% of the issued
     and outstanding shares of Pastificio Gazzola;

- -    Starfood Italia wishes to sell to Petrini the 90.914% of the issued and
     outstanding shares of Pastificio Gazzola;

- -    Petrini has conducted a due-diligence exercise on the records of Pastificio
     Gazzola and Gazzola France made available to it by Starfood Italia and the
     Guarantor;

- -    The Guarantor is willing to guarantee the obligations, representations,
     warranties and covenants of the Seller under this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises, covenants,
     representations, warranties and indemnities herein contained, the Parties
     hereto agree as follows.

                                    ARTICLE 1
                     RECITALS; DEFINITIONS; INTERPRETATIONS

     1.1 Definitions. As used in this Agreement, the following terms shall have
     the respective meanings set forth below (and grammatical variations of such
     terms shall have corresponding meanings):

     1.1.1 Italian Accounting Principles. "Italian Accounting Principles": means
     the accounting principles set forth in the Italian Civil Code and those
     established by the Italian Accounting Profession (Principi Contabili
     Predisposti dai Consigli Nazionali dei Dottori Commercialisti e dei
     Ragionieri) or, in the absence thereof, those issued by the International
     Accounting Standards Committee (I.A.S.C.). For any accounting issue related
     to specific cases, the general criterion that should settle any dispute not
     specifically addressed by the aforementioned accounting principles is
     consistency. Consistency in applying the Italian Accounting Principles is
     to be intended as a general rule of guidance to determine whether a
     specific criterion is acceptable or not in the preparation of financial
     statements and any other financial document mentioned within this
     Agreement.

     1.1.2 Agreement. "Agreement": means this Shares Purchase Agreement and all
     enclosures and instruments in amendment or confirmation of it; "hereof",
     "hereto", and "hereunder" and similar expressions mean and refer to this
     Agreement and

                                                                             -2-
<PAGE>

     not to any particular Article, Section, Subsection or other subdivision;
     "Article", "Section", "Subsection" or other subdivision of this Agreement
     followed by a number mean and refer to the specified Article, Section,
     Subsection or other subdivision of this Agreement.

     1.1.3 Authorization. "Authorization": means any governmental license,
     permit, concession, application, filing, registration and other
     authorization necessary for Pastificio Gazzola and/or Gazzola France to
     carry on the Business as presently or previously conducted or for the
     ownership or use of its property and assets.

     1.1.4 Books and Records. "Books and Records": means all technical, business
     and financial records, (including those which are relevant from a tax
     viewpoint) financial books and records of account, books, data, reports,
     files, drawings, plans, briefs, customer and supplier lists, deeds,
     certificates, contracts, surveys, or any other documentation and
     information in any form whatsoever (including written, printed, electronic
     or computer printout form) relating to Pastificio Gazzola and Gazzola
     France.

     1.1.5 Buildings and Fixtures. "Buildings and Fixtures": means all plant,
     buildings, structures, erections, improvements, appurtenances and fixtures
     (including fixed machinery and fixed equipment) situated on the Owned
     Properties or the Leased Properties or any of them as the context requires.

     1.1. 6 Business. "Business": means, collectively, the businesses presently
     and heretofore carried on by Pastificio Gazzola and Gazzola France and in
     particular the activities in the food market related to the pasta
     production and distribution.

     1.1. 7. Business Day. "Business Day": means any day other than Saturday,
     Sunday, legal holiday or a day on which banking institutions in Milan and
     Rome, Italy, are authorized to be closed.

     1.1.8. Closing. "Closing": means the consummation of the transactions
     contemplated in Article 3 hereof.

     1.1.9 Consent. "Consent": means any consent required to be obtained from a
     contracting party to the Material Contracts to the change in control of
     Pastificio Gazzola and/or Gazzola France contemplated by this Agreement.

     1.1.10 Corporate Records. "Corporate Records": means the minutes books and
     corporate records of FPastificio Gazzola and Gazzola France including,
     without limitation, the share certificate books, register of transfers and
     register of directors.

     1.1.11 Enclosures. "Enclosures": means the enclosures indicated in Annex 1
     hereof and attached to the Agreement.

     1.1.12 Financial Statements. "Financial Statements": means the draft of the
     financial statements of Pastificio Gazzola and Gazzola France as of
     December 31,



                                                                             -3-
<PAGE>

     1999 attached hereto under Section 6.31 of the Seller's Disclosure
     Schedule.

     1.1.13 Governmental Authority. "Governmental Authority": means any Italian
     or foreign court or governmental or quasi-governmental agency, commission,
     authority or instrumentality.

     1.1.14 Interim Period. "Interim Period": means the period between the date
     hereof and the date of the Closing.

     1.1.15 ITL. "ITL": means the currency into force in Italy as of the date
     hereof.

     1.1.16 Laws. "Laws": means all statutes, codes, ordinances, decrees, rules,
     regulations, municipal by-laws, judicial or arbitral or administrative or
     ministerial or departmental or regulatory judgments, orders, decisions,
     rulings or awards, or any provisions of such laws, binding on or affecting
     the Person referred to in the context in which such word is used; and "Law"
     means any one of them.

     1.1.17 Leased Properties. "Leased Properties": means, collectively, the
     real properties forming the subject matter of the Real Property Leases, as
     described (municipal addresses and legal descriptions) in Section 6.24 bis
     of the Seller's Disclosure Schedule.

     1.1.18 Lien. "Lien": means any security interest, mortgage, lien, usufruct,
     charge, pledge, encumbrance, claim, defects of title or restriction of any
     kind, including, without limitation, any restriction on the use, voting,
     transfer or receipt of income or other attributes of ownership or rights of
     set-off, and other encumbrances of any kind.

     1.1.19 Loans. "Loans": means those agreements (written or oral) of
     Pastificio Gazzola and Gazzola France for the borrowing of funds or the
     granting of credit, including, without limitation, letters of credit and
     guarantees as listed and described in Section 6.32 of the Seller's
     Disclosure Schedule.

     1.1.20 Loss. "Loss": means any loss whatsoever, including, without
     limitation, all claims, liabilities, obligations, actions, expenses, costs,
     damages, penalties, fines, interest charges and loss of value of the
     Shares.

     1.1.21 Material Contracts. "Material Contracts": means those contracts and
     agreements of Pastificio Gazzola and Gazzola France listed and described in
     Section 6.16 of the Seller's Disclosure Schedule having the characteristics
     described under Section 6.16 hereof.

     1.1.22 Owned Properties. "Owned Properties": means, collectively, the real
     properties owned by Pastificio Gazzola and Gazzola France as described
     (municipal addresses and legal descriptions) in Section 6.24 of Seller's
     Disclosure Schedule.


                                                                             -4-
<PAGE>

     1.1.23 Person. "Person": means any natural person, firm, partnership,
     association, corporation, trust, public body or government.

     1.1.24 Proprietary Information. "Proprietary Information": means the
     know-how, trademarks, patents and trade secrets owned, licensed, or
     utilized by Pastificio Gazzola and Gazzola France, as described in Section
     6.21 of the Seller's Disclosure Schedule.

     1.1.25 Real Properties Leases. "Real Property Leases": means the leases and
     subleases contracts of real properties to which Pastificio Gazzola and
     Gazzola France are a party, as described in Section 6.24 bis of the
     Seller's Disclosure Schedule.

     1.1.25 bis Reference Date. "Reference Date": means December 31, 1999.

     1.1.26 Securities. "Securities": means shares of any class, option,
     warrant, right, call, commitment, conversion right, right of exchange or
     other agreement (written or oral) or any right or privilege (whether by
     law, pre-emptive or contractual) capable of becoming any of the above.

     1.1.27 Seller's Disclosure Schedule. "Seller's Disclosure Schedule": means
     the disclosure schedule delivered by the Seller to the Purchaser on the
     date hereof. Section numbers in the Seller's Disclosure Schedule refer to
     the corresponding section numbers in this Agreement.

     1.1. 28 Shares "Shares" means the 90.914% of the issued and outstanding
     shares of Pastificio Gazzola.

     1.1.29 Tax. "Tax": means all state, local or foreign taxes, social security
     contributions, fees, imposts, levies or other assessments, including,
     without limitation, all net income, gross receipts, sales, use, ad valorem,
     value added, transfer, recording, franchise, profits, inventory, capital
     stock, license, withholding, payroll, stamp, occupation and property taxes,
     customs duties or other similar fees, assessments and charges however
     denominated, together with all interest, penalties, additions to tax or
     additional amounts imposed by any taxing (Italian or foreign) authority,
     and any transferee liability in respect of any of the foregoing taxes.

     1.2 Recitals. All the foregoing recitals represent an integral and material
     part of this Agreement.

     1.3 Gender and Number. Any reference in this Agreement to gender shall
     include all genders, and words importing the singular number only shall
     include the plural and vice versa, unless differently specified.

     1.4 Headings, Etc. The provision of a table of contents, the division of
     this

                                                                             -5-
<PAGE>

     Agreement into Articles, Sections, Subsections and other subdivisions and
     the insertion of headings are for convenience of reference only and shall
     not affect or be utilized in the construction or interpretation of this
     Agreement.

     1.5 Currency. All references in this Agreement to currency, unless
     otherwise specifically indicated, shall be to ITL. Whenever a conversion
     ITL/US becomes necessary, the exchange rate to be used shall be that
     offered by Citybank New York two Business Days before date of the Closing,
     as hereinafter defined. All the amounts will be automatically adjusted
     according to the ISTAT index starting from the date they became due.

     1.6 Severability. Any Article, Section, Subsection or other subdivision of
     this Agreement or any other provision of this Agreement which is, or
     becomes, illegal, invalid or unenforceable shall be severed from this
     Agreement and be ineffective only to the extent of such illegality,
     invalidity or unenforceability and shall not affect or impair the remaining
     provisions hereof.

     1.7 Adverse Construction. The language throughout this Agreement shall in
     all cases be construed as a whole according to its fair meaning and without
     implying a presumption that the terms hereof shall be more strictly
     construed against one Party as opposed to another by reason of the rule
     that a document is to be construed more strictly against the Party who has
     prepared the same, it being acknowledged that the representatives of each
     Party have participated in the shaping and negotiation of this Agreement.

                                    ARTICLE 2
                                SALE AND PURCHASE

     2.1 Sale and Purchase of the Shares. Subject to the terms and conditions of
     this Agreement, at the Closing the Seller shall sell to the Purchaser and
     the Purchaser shall purchase from the Seller, with the modalities below
     specified and subject to the satisfaction and fulfillment of the conditions
     precedent under Article 4 below, the Shares free and clear of any Liens.

     2.2 Purchase Price. The purchase price for the Shares shall be the
     aggregate amount of ITL 25,000,000,000 and US$ 1,750,000 (the "Purchase
     Price"). The Purchase Price could be increased according to the provisions
     of paragraph (e) below. The Purchase Price shall be paid by the Purchaser
     to the Seller at the following terms and conditions:

     (a)  ITL 5,000,000,000 as down payment upon the execution of this Agreement
          by means of bank transfer at the bank account no. 41988562, Cariverona
          Bank, Mondovi branch, ABI 06355, CAB 46480, and upon the delivery by
          the Seller to the Purchaser of the original of an irrevocable and
          first demand bank guarantee of ITL 5,000,000,000 issued by a primary
          Italian bank, in the form attached hereto as Enclosure 1, securing the
          re-

                                                                             -6-
<PAGE>

          payment by the Seller of said down payment of ITL 5,000,000,000 in the
          events provided by Article 11 hereof.

     (b)  ITL 15,000,000,000 at the Closing to be made by bank transfer at the
          following bank account: bank account no. 41988562, Cariverona Bank,
          Mondovi branch, ABI 06355, CAB 46480.

     (c)  US$ 1,750,000 at the Closing to be made according to the modalities
          set forth in Section 3.1 hereof.

     (d)  ITL 5,000,000,000 at the second anniversary of the Closing, provided
          that Dino Gazzola will not voluntarily resign from the office of
          Managing Director of Pastificio Gazzola up to the second anniversary
          of the Closing date. Therefore, it is understood that the Seller shall
          be entitled to receive the above amount in any other case in which he
          shall cease to be Managing Director of Pastificio Gazzola (the
          "Event"), including but not limited to, death, permanent disability
          and also in case he is revoked from the office as Managing Director of
          Pastificio Gazzola even with just cause ("giusta causa"). It is also
          understood that should Mr. Dino Gazzola be revoked from the office as
          Managing Director of Pastificio Gazzola before the expiration of the
          second anniversary of the Closing, the above payment shall be due
          within 7 days from the Event.

     (e)  The Purchase Price could be increased of an amount of ITL
          5,000,000,000 to be paid by the Purchaser to the Seller at the second
          anniversary of the Closing provided that (i) the Margine Operativo
          Lordo of Pastificio Gazzola (earnings pre-taxes, plus interest,
          amortization and depreciation) will be at least ITL 12,600,000,000 in
          the year 2000 and at least ITL 13,070,000,000 in the year 2001 and
          (ii) Dino Gazzola will not voluntarily resign from the office of
          Managing Director of Pastificio Gazzola up to the second anniversary
          of the Closing date. However, if Dino Gazzola will not voluntarily
          resign from the office of Managing Director of Pastificio Gazzola up
          to the second anniversary of the Closing and the Margine Operativo
          Lordo of Pastificio Gazzola (earnings pre-taxes, plus interest,
          amortization and depreciation) will be lower than ITL 12,600,000,000
          in year 2000 and/or lower than ITL 13,070,000,000 in year 2001, the
          amount of ITL 5,000,000,000 will be reduced by ITL 500,000,000 for
          every ITL 100,000,000 of shortfall in either year. It is understood
          that such reduction shall in no case exceed the amount of ITL.
          5,000,000,000 provided for in this paragraph (e) and therefore it
          shall in no case reduce the portions of the Purchase Price set forth
          in the preceding paragraphs (a), (b), (c) and (d).

     (f)  The payment of the two portions of the Purchase Price under paragraph
          d) and e) above will be secured by the Purchaser by depositing in
          escrow an amount of shares of Spigadoro Inc. free and clear fron any
          Lien for a value equal to ITL 10,000,000,000 and the Purchaser will
          ensure that the

                                                                             -7-
<PAGE>

          value of the shares will in no event be lower than ITL 10,000,000,000.
          The number of the shares of Spigadoro Inc. will be determined on the
          basis of the average share price of the 5 days preceding the Closing.
          Enclosure 2 constitutes the form of Escrow Agreement that the Parties
          will execute at Closing.

                                    ARTICLE 3
                                     CLOSING

     3.1 Closing. Subject to the satisfaction and fulfillment of all the
     conditions precedent set forth in Article 4 hereof, the Closing shall take
     place at the offices of Pastificio Gazzola, located in Mondovi, at 12.00
     Italian time on May 3, 2000 or at such other date, time and place as the
     Parties may agree in writing.

     At the Closing:

     (a)  There will be the transfer and endorsement of the Shares free and
          clear of any Lien in favor of the Purchaser.

     (b)  The Purchaser shall pay to the Seller the portion of ITL
          15,000,000,000 of the Purchase Price as provided by Section 2.2
          hereof.

     (c)  The Seller, after having received from the Purchaser the payment
          indicated in paragraph (c) of Section 2.2 above, shall subscribe and
          pay in cash to Spigadoro Inc., no. 583,334 shares of Spigadoro Inc.
          for a value of US $1,750,000. In this respect, the Seller hereby
          irrevocably authorizes and instructs the Purchaser to pay the portion
          of the Purchase Price indicated in paragraph (c) of Section 2.2 above
          equal to US$ 1,750,000 to Spigadoro Inc. at the bank account which
          will be indicated in writing by Spigadoro Inc., by subscribing on
          behalf of the Seller no. 583,334 shares of Spigadoro Inc. at a
          purchase price of USD 3 each. Such shares, duly registered in the name
          of the Seller, shall be delivered to an agent of the Seller in the
          U.S. at the Closing Date according to the written instructions which
          the Seller shall give to the Purchaser within 10 Business Days from
          the date hereof.

     (d)  The transfer of the Shares in favour of the Purchaser shall be entered
          in the the shareholders' ledger of Pastificio Gazzola.

     (e)  The directors of Pastificio Gazzola and Gazzola France shall resign
          and shall be replaced by the directors nominated by the Purchaser at
          an ordinary shareholders' meeting of Pastificio Gazzola and Gazzola
          France duly called by the Seller for the date of the Closing.

     (f)  The shareholders' meeting of Pastificio Gazzola shall release its
          directors and statutory auditors from any liability which they may
          have incurred and shall waive any future claim against them connected
          with their office. The Purchaser undertakes not to cause Pastificio
          Gazzola to ever resolve upon

                                                                             -8-
<PAGE>

          any action against the directors and/or statutory auditors of
          Pastificio Gazzola, and/or against Mrs. Renata Gazzera as special
          attorney-in-fact of Pastificio Gazzola.

     (g)  The Parties shall execute the Escrow Agreement in the form attached
          hereto as Enclosure 2.

     (h)  The Seller and the Purchaser shall execute and deliver all other
          documents and instruments required to be executed or delivered under
          this Agreement by the Seller before or at the Closing.

                                    ARTICLE 4
                         CONDITIONS PRECEDENT TO CLOSING

     4.1 Conditions Precedent to Closing. The respective obligations of the
     Parties to consummate the transactions contemplated in this Agreement are
     subject to the satisfaction and fulfillment at or prior to the Closing of
     the following conditions.

     (a)  The Seller shall have acquired full property, title and interest on
          the Shares, free and clear of any Lien. In respect thereof the Seller
          has duly represented to the Purchaser that the pledges registered on
          the Shares in favour of Cariverona Banca S.p.A. and of Inversiones
          Trasandinas S.A. shall be released at the Closing by the above
          mentioned pledgees; and

     (b)  The Seller shall deliver to the Purchaser audited financial statements
          of Pastificio Gazzola as of December 31, 1999, which shall conform in
          all material respect to the draft of the financial statements of
          Pastificio Gazzola as of December 31, 1999 attached hereto under
          Section 6.31 of the Seller's Disclosure Schedule. It is understood
          that the audit certification of Reconta Ernst & Young shall contain a
          specific indication regarding receivables deriving from insurance's
          indemnification in line with the indication contained in the audit
          certification issued with reference to the 1998 financial statements.

     4.2 Representations and Warranties. The representations and warranties made
     by the Seller in this Agreement shall be true and correct in all material
     respects when made and as of the Closing as if such representations and
     warranties were made at the Closing.

     4.3 Material Adverse Change. There will have been no material adverse
     change in the condition (financial or otherwise), assets, liabilities,
     operations, earnings, prospects or business of Pastificio Gazzola and
     Gazzola France since the Reference Date.

     4.4 Conduct of Business. The Business of Pastificio Gazzola and Gazzola
     France shall have been conducted in the Interim Period in the ordinary
     course and consistently with past practice.


                                                                             -9-
<PAGE>

                                    ARTICLE 5
                     FURTHER AGREEMENTS BETWEEN THE PARTIES

     5.1 Employment agreement of Mr. Dino Gazzola. The Parties agree that Mr.
     Dino Gazzola shall remain in the position of Managing Director of
     Pastificio Gazzola for a period of two years after the Closing with
     adequate powers to run the operation of the business and in line with the
     corporate policy for managers of equal ranking employed by the Purchaser
     and its controlling or affiliated entities and with the necessary reporting
     duties to the Chief Executive Officer and the Chief Operating Officer of
     Spigadoro Inc.. The Purchaser shall procure that the current compensation
     to Mr. Dino Gazzola as Managing Director of Pastificio Gazzola shall be
     increased of a yearly amount of ITL. 57,000,000 for a period of two years
     after the Closing date.

     5.2 Stock Option Plan of Spigadoro Inc. The Purchaser undertakes to procure
     that Mr. Dino Gazzola will participate to the Executives Stock Option Plan
     of Spigadoro Inc.

                                    ARTICLE 6
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     The Seller makes the following representations and warranties and
     acknowledge that the Purchaser is relying upon such representations and
     warranties in connection with the purchase by it of the Shares. The Seller
     certifies that the following representations and warranties are true and
     complete as of the date of this Agreement, and that they shall
     substantially be true at Closing in all material respect.

     A) MATTERS RELATING TO THE SELLER

     6.1 Legal power of the Seller. The Seller has the legal power to own the
     Shares and to enter into this Agreement and any other document indicated
     herein, to perform its obligations hereunder and to consummate the
     transactions contemplated hereby. This Agreement constitutes the valid and
     legally binding obligation of the Seller, enforceable against the Seller,
     in accordance with its terms. This Agreement has been approved through all
     requisite corporate actions and has been executed by a duly authorized
     representative of such Seller.

     6.2 Consents and Approvals. No consent or approval, or registration,
     declaration or filing with, any Governmental Authority is required to be
     obtained or made on the part of the Seller in connection with the execution
     and delivery of this Agreement by the Seller or the consummation of the
     transactions contemplated hereunder.

     B) MATTERS RELATING TO PASTIFICIO GAZZOLA AND GAZZOLA FRANCE

                                                                            -10-
<PAGE>

     6.3 Due Incorporation

     6.3.1 Pastificio Gazzola is a corporation duly incorporated, validly
     existing and in good standing under the laws of Italy and has full
     corporate power and authority to own its property and to carry on the
     Business as now conducted. The copies of the deed of incorporation and of
     the current by-laws of Pastificio Gazzola previously made available for
     review to the Purchaser are correct and complete copies of such documents
     as presently in force and are attached hereto in Section 6.3.1 of the
     Seller's Disclosure Schedule.

     6.3.2 Gazzola France is a corporation duly incorporated, validly existing
     and in good standing under the laws of France and has full corporate power
     and authority to own its property and to carry on the Business as now
     conducted. The copies of the deed of incorporation and of the current
     by-laws of Gazzola France previously made available for review to the
     Purchaser are correct and complete copies of such documents as presently in
     force and are attached hereto in Section 6.3.2 of the Seller's Disclosure
     Schedule.

     6.4 Authorized Capital

     6.4.1 The outstanding capital of Pastificio Gazzola is constituted by no.
     123,500 issued shares par value ITL 100,000 each equal to ITL.
     12,350,000,000 and 90.914% of such capital will be owned by the Seller at
     Closing. All the shares of Pastificio Gazzola have been fully paid and have
     been duly and validly registered in the Shareholder's ledger of Pastificio
     Gazzola, together with the indication of the Seller as owner of said
     shares.

     6.4.2 The outstanding capital of Gazzola France is constituted by no. 2,500
     issued shares ("parts"), par value FF. 100 each, equal to FF. 250,000, and
     such capital is 98% owned by Pastificio Gazzola. All the shares of Gazzola
     France have been fully paid and have been duly and validly registered in
     the Shareholder's ledger of Gazzola France, together with the indication of
     Pastificio Gazzola as owner of said shares.

     6.5 No Options, etc.. No Person has any option, warrant, right, call,
     commitment, conversion right, right of exchange or other agreement (written
     or oral) or any right or privilege (whether by law, pre-emptive or
     contractual) capable of becoming an option, warrant, right, call,
     commitment, conversion right, right of exchange or other agreement for the
     purchase from the Seller of any of the Shares of Pastificio Gazzola or of
     the shares of Gazzola France.

     6.6 Title to Shares. The Seller is the beneficial owner of and has good and
     valid title to the Shares. The Shares of Pastificio Gazzola and the shares
     of Gazzola France are free and clear of any Liens (except as set forth in
     Section 6.6 of the Seller Disclosure Schedules), including, without
     limitation, any voting trust, shareholder's agreement or voting agreement.
     There is no restriction on the

                                                                            -11-
<PAGE>

     transferability and on other acts of disposition of the Shares of
     Pastificio Gazzola and Gazzola France, other than the pre-emptive rights
     provided for in Article 8 of the By-laws of Gazzola France.

     6.7 Conflicting Agreements, etc.. The execution and delivery of this
     Agreement by the Seller and the consummation of the transactions
     contemplated hereby will not result in:

     (a) the breach or violation of any of the provisions of, or constitute a
     default under, or conflict with or cause the acceleration of, any
     obligation of Pastificio Gazzola or Gazzola France under: (i) any Material
     Contract; (ii) any Authorization; (iii) any provision of the incorporating
     documents or by-laws or resolutions of (a) the shareholders of Pastificio
     Gazzola and/or Gazzola France (b) the board of directors of Pastificio
     Gazzola and/or Gazzola France or corporate governing provisions binding the
     Seller, Pastificio Gazzola or Gazzola France; (iv) any judgment,
     injunction, decree, order or award of any court, governmental body or
     arbitrator having jurisdiction over Pastificio Gazzola and/or Gazzola
     France, having a material effect on the transactions contemplated herein;
     (v) any license, permit, approval, consent or authorization necessary to
     the ownership of the Shares of Pastificio Gazzola or Gazzola France, or to
     the operation of the Business; or (vi) any applicable Law; or

     (b) the creation or imposition of any Lien on any of the Shares of
     Pastificio Gazzola or of Gazzola France (or parts thereof), or on any of
     the property or assets of Pastificio Gazzola and/or Gazzola France; or

     (c) the discontinuance or impairment of the operation of the Business after
     the date hereof, on substantially the same basis as such Business have
     heretofore been operated.

     6.8 Subsidiaries. Gazzola France is the only subsidiary of Pastificio
     Gazzola.

     6.9 Corporate Records. The Corporate Records of Pastificio Gazzola and
     Gazzola France have been kept in compliance with the applicable Laws and
     with the pertinent documents of incorporation and, in particular, all
     corporate acts necessary to give evidence to those substantial
     circumstances guaranteed by the Seller pursuant to this Section and have
     been regularly and duly recorded therein.

     C) GENERAL MATTERS RELATING TO THE BUSINESS

     6.10 Operation of the Business

     6.10.1 Pastificio Gazzola and Gazzola France do not conduct any business
     other than the Business.

     6.10.2 All the tangible assets subject to depreciation of Pastificio
     Gazzola and

                                                                            -12-
<PAGE>

     Gazzola France are described in Section 6.10.2 of the Seller's Disclosure
     Schedule. All intangible assets are listed in Section 6.10.2 bis of the
     Seller's Disclosure Schedule.

     6.11 Conduct of Business in Ordinary Course. Since the Reference Date the
     Business has been conducted in the ordinary course consistent with past
     practice and will continue to be conducted in the ordinary course
     consistent with past practice up to the Closing. No facts out of the
     ordinary administration have occurred, including without limitation:

     (i) any participation to the formation of a company or acquisition of any
     capital stock or other interest in any Person, or any other investment in
     any Person by Pastificio Gazzola and/or Gazzola France;

     (ii) any capital expenditure individually involving a cost in excess of
     ITL. 100,000,000 (one-hundred million) other than those set forth in
     Section 6.11 (ii) of the Seller' Disclosure Schedule;

     (iii) any conveyance of assets, except in the ordinary course of business;

     (iv) any creation of a Lien on any asset;

     (v) the entering into or modification of any contract providing for an
     obligation, outside the ordinary course of business, involving payments or
     liabilities individually having a present value in excess of ITL.
     50,000,000 (fifty millions);

     (vi) any payment outside the ordinary course of business, or any discharge,
     settlement, waiver or write-down of any account receivable, write-down of
     inventory, damages or losses of non-insured goods, or other events
     resulting in Pastificio Gazzola's or Gazzola France's liability, debt or
     obligation (whether fixed or contingent) which individually has a present
     value in excess of ITL. 50,000,000 (fifty millions) or which in the
     aggregate have a present value in excess of ITL.300,000,000 (three hundred
     millions) except as set forth in Section 6.11 (vi) of the Seller's
     Disclosure Schedule;

     (vii) any non-performance by Pastificio Gazzola and/or Gazzola France of
     any obligation under any contract or of any obligation legally binding each
     of them; or

     (viii) increases of Employee remuneration, and increases of remuneration of
     agents, except for compulsory increases provided for in national collective
     bargaining agreements or in the applicable Laws except as set forth in
     Section 6.11 (viii) of the Seller's Disclosure Schedule.

     6.12 No Material Adverse Change. Since the Reference Date there has been no
     change in the affairs, assets, liabilities, business, transactions or
     conditions of Pastificio Gazzola and/or Gazzola France, or of the Business,
     whether arising as

                                                                            -13-
<PAGE>

     a result of any legislative or regulatory change, revocation of any
     Authorization, license or right to do business, third parties' claims,
     fire, explosion, accident, casualty, labor trouble, public force, any other
     act of God or any other circumstance which has materially adversely
     affected or which will materially adversely affect Pastificio Gazzola,
     Gazzola France and/or the Business.

     6.13 Compliance with Laws. Pastificio Gazzola and Gazzola France are
     conducting, respectively, the Business in compliance with all applicable
     Laws of each jurisdiction in which the Business is carried on.

     6.14 Authorizations. Pastificio Gazzola and Gazzola France are not in
     default, nor have they received any notice of any claim in default, with
     respect to any Authorization they respectively own. No threat of revocation
     exists and there is no reason to revoke any of the Authorizations. All such
     Authorizations are renewable by their terms or in the ordinary course of
     business without the need for Pastificio Gazzola and/or Gazzola France to
     comply with any special qualification or procedure or to pay any amounts
     other than routine filing fees. The execution of this Agreement, the
     transfer of the Shares of Pastificio Gazzola and the performance of other
     transactions provided in this Agreement shall not constitute reason for
     termination or non-renewal of any such Authorizations, nor, as of today, do
     there exist other facts or circumstances which, pursuant to the Laws
     presently in force, could (a) constitute a reason for termination or
     non-renewal or (b) necessitate large investments to maintain or renew such
     Authorizations. The Authorizations are sufficient to continue the conduct
     of the Business as it shall be conducted until the date of the Closing and
     Pastificio Gazzola and/or Gazzola France do not require other
     Authorizations to conduct the Business.

     6.15 Ownership of Other Interest. Pastificio Gazzola and/or Gazzola France
     do not own nor have any agreement of any nature to acquire, directly or
     indirectly, quotas, shares, other equity or proprietary interests in any
     Person, or to acquire or lease any other business operations, in any way
     whatsoever and whether as lessor or lessee, including, without limitation,
     the lease or transfer of ongoing businesses.

     6.16 Material Contracts. The contracts listed and described in Section 6.16
     of the Seller's Disclosure Schedule constitute all the contracts,
     agreements or commitments of Pastificio Gazzola and/or Gazzola France,
     which involve continuing obligation and have a contractual value per annum
     higher than ITL 100,000,000, and which cannot be terminated without
     penalties, unless with a notice of one year or more.

     6.16 bis Notices and Consents. No notice must be sent to any contracting
     party to the Material Contracts relating to the change in control of
     Pastificio Gazzola and/or Gazzola France contemplated by this Agreement
     except for the Material Contracts listed in Section 6.16 bis (a) of the
     Seller's Disclosure Schedule. No written consent is required to be obtained
     from a contracting party to the Material Contracts to the change in control
     of Pastificio Gazzola and/or Gazzola France

                                                                            -14-
<PAGE>

     contemplated by this Agreement except for the Material Contracts listed in
     Section 6.16 bis (b) of the Seller's Disclosure Schedule. Section 6.16 bis
     (c) of the Seller's Disclosure Schedule also encloses a copy of the written
     consents obtained by the Seller with respect to the Material Contracts
     listed in Section 6.16 (b) of the Seller's Disclosure Schedule.

     6.17 No Breach of Contracts. Each contract which Pastificio Gazzola and/or
     Gazzola France are party to, is in full force and effect and, at the date
     hereof, there exists no default thereunder except as set forth in Section
     6.17 of the Seller's Disclosure Schedule. Pastificio Gazzola and/or Gazzola
     France have not violated or breached any of the terms or conditions of any
     Material Contract each of them is a party to, and all the covenants to be
     performed by any other party thereto have been fully performed.

     6.18 Insurance. Pastificio Gazzola and Gazzola France carry insurance of
     the kind and in the amounts usual for companies in businesses similar to
     the Business. Such insurances have been executed in compliance with the
     applicable laws and regulations. Pastificio Gazzola and Gazzola France are
     not in default with respect to the payment of any premiums under any such
     insurance policies and have not failed to give any notice or to present any
     claim under any such insurance policy in a due and timely fashion. No event
     has occurred which could result in an upward adjustment in the applicable
     premiums. Seller, Pastificio Gazzola and/or Gazzola France have not acted
     or failed to act in such a manner, and no event has occurred, which could
     result in (i) a change in the terms and conditions provided for by the
     respective insurance policies, (ii) the respective insurance companies'
     right to terminate or cancel the insurance policies, or (iii) an adverse
     effect on the exercise of rights under the insurance policies. Such
     insurance policies are in full force and effect and Section 6.18 of the
     Seller's Disclosure Schedule contains a correct and complete list of the
     insurance policies maintained by Pastificio Gazzola and Gazzola France.

     6.19 Litigation and Controversies.

     6.19.1 Except as set forth in Section 6.19.1 of the Seller's Disclosure
     Schedule, Pastificio Gazzola and Gazzola France are not a party to any
     pending litigation, whether before the ordinary courts or before
     administrative or other courts or arbitrators, and no judicial litigation
     is threatened by or against Pastificio Gazzola and/or Gazzola France.
     Pastificio Gazzola and/or Gazzola France are not presently subject to any
     judgment, order or decree entered in any lawsuit or proceeding.

     6.19.2 Pastificio Gazzola and/or Gazzola France are not a party to any
     controversies or disputes, whether pending or merely threatened, which
     could affect the thorough and complete performance of any transaction
     contemplated in this Agreement.

                                                                            -15-
<PAGE>


     6.20 Customers and Suppliers. Section 6.20 of the Seller's Disclosure
     Schedule is a true and correct list setting forth the twenty largest
     customers and suppliers of the Business by value as of December 31, 1999.

     6.21 Intellectual Property and Proprietary Information. Section 6.21 of the
     Seller's Disclosure Schedule is a true and correct list (including, where
     applicable, registration numbers and dates of filing renewal and
     termination) of all the patents, patent applications, registered designs
     and models, trademarks, trademarks registrations and applications therefor,
     service marks, service mark registrations and applications therefor, trade
     names (whether or not registered or registrable), copyrights, registered
     copyrights and applications therefor, respectively used or held for use by
     Pastificio Gazzola and/or Gazzola France in the conduct of the Business as
     currently, and as proposed to be, conducted (collectively, "Intellectual
     Property Rights"). Pastificio Gazzola and/or Gazzola France, respectively,
     are the true, lawful and exclusive owners of all right, title and interest
     in and to the Intellectual Property Rights and the Proprietary Information,
     free and clear of any Liens, and the Intellectual Property Rights and
     Proprietary Information are valid and enforceable. There are no
     intellectual property rights or proprietary information of Persons utilized
     by Pastificio Gazzola and/or Gazzola France. Neither Pastificio Gazzola nor
     Gazzola France has conveyed, assigned, licensed or encumbered any of the
     Intellectual Property Rights and Proprietary Information, except as set
     forth in Section 6.21 of the Seller's Disclosure Schedule. Pastificio
     Gazzola and/or Gazzola France have the exclusive right to use such
     Intellectual Property Rights and/or Proprietary Information. The conduct of
     the Business does not infringe upon the intellectual property rights or
     proprietary information of any Person. No Person has infringed Pastificio
     Gazzola's or Gazzola France's rights relating to Intellectual Property
     Rights or Proprietary Information, and to the Seller's knowledge, there are
     no events that could give rise to such infringements.

     D) MATTERS RELATING TO PROPERTY AND ASSETS

     6.22 Title to the Property and Assets. Pastificio Gazzola and/or Gazzola
     France have good and marketable title to and legal and beneficial ownership
     of all their respective property and assets, free and clear of any Liens,
     except as set forth in this Agreement and in the Seller's Disclosure
     Schedule.

     6.23 No Options, Etc.. No Person has any written or oral agreement, option,
     understanding or commitment, or any right or privilege capable of becoming
     such for the purchase from Pastificio Gazzola and/or Gazzola France of any
     of their respective property or assets having a value in excess of ITL. ten
     million (10,000,000) or, regardless of their value, that are necessary for
     the Business.

     6.24 Real Property.

     (a)  Pastificio Gazzola and Gazzola France have good and marketable title
          to their interest in the Owned Real Properties, free and clear of any
          Liens,

                                                                            -16-
<PAGE>

          except as set forth in this Agreement and in Section 6.24 of the
          Seller's Disclosure Schedule.

     (b)  All of the Buildings and Fixtures on the Owned Real Properties were
          built in accordance with all applicable laws and with all required
          authorizations validly issued pursuant thereto, except as disclosed in
          Section 6.24 of the Seller's Disclosure Schedule.

     (c)  None of the Owned Real Properties or the Buildings and Fixtures
          thereon, nor the use, operation or maintenance thereof for the purpose
          of carrying on the Business, infringes any restrictive covenant or any
          provision of any Law or encroaches on any property owned by any other
          Person. Except as disclosed in Section 6.24 of the Seller's Disclosure
          Schedule, no condemnation or expropriation proceeding is pending or,
          to the best of Seller's knowledge, threatened with respect to the
          Owned Real Properties which would preclude or impair the use of any
          such real property or any part thereof for the purposes for which it
          is currently used. All Owned Real Properties are in compliance with
          applicable zoning and construction regulations and any other
          applicable Law, and benefits from all required Authorizations.

     (d)  There are no outstanding work orders, for restoration or removal, with
          respect to any of the Owned Real Properties or the Buildings or
          Fixtures thereon, from or required by any municipality, police
          department, fire department, sanitation, health or safety authorities
          or from any other Person and there are no communications and/or
          notifications of acts of any Authority which may trigger the issue of
          such orders. Pastificio Gazzola and Gazzola France are not party to
          any lease agreement of any real property except as disclosed in
          Section 6.24 bis of the Seller's Disclosure Schedule.

     (e)  All of the Buildings and Fixtures on the Owned Properties and the
          Leased Properties: (i) are in good operating condition and in a state
          of good maintenance and repair, except for normal wear and tear; and
          (ii) are adequate and suitable for the purposes for which they are
          presently being used; and (iii) with respect to each of them
          Pastificio Gazzola and Gazzola France have adequate rights of ingress
          and egress for the operation of their business in the ordinary course.

     (f)  Section 6.24 of Shareholder's Disclosure Schedule contains a true,
          complete, and correct list of the building amnesties duly filed by
          Pastificio Gazzola or by Gazzola France, in compliance with the
          relevant Laws, with respect to Buildings, Fixtures and Owned
          Properties. All the amounts due in connection with such amnesties have
          been fully paid and no further obligations are pending towards the
          relevant Governmental Authority and no claims have been filed or are
          expected to be filed by such Governmental Authority.


                                                                            -17-
<PAGE>

     6.24 bis Real Property Leases. Section 6.24 bis of Shareholder's Disclosure
     Schedule lists all of the Real Property Leases, together with a brief
     description of each of the leased premises, the term of each Real Property
     Lease, the rental payments thereunder, any rights of renewal and the term
     thereof and any restrictions on assignment concerning Pastificio Gazzola
     and Gazzola France. Neither Pastificio Gazzola nor Gazzola France are a
     party to, or under any agreement or option to become a party to, any lease
     with respect to real property used or to be used in the Business, other
     than the Real Property Leases. Each Real Property Lease is in good
     standing, creates a good and valid leasehold estate in the Leased Property
     and is in full force and effect without amendment thereto, except as
     otherwise disclosed in Section 6.24 bis of the Shareholder's Disclosure
     Schedule. With respect to each Real Property Lease (i) all rents and
     additional rents due thereunder have been paid; (ii) neither the lessor nor
     the lessee is in material default thereunder; (iii) no waiver, indulgence
     or postponement of the lessee's obligations thereunder has been granted by
     the lessor; (iv) there exists no event of default or event, occurrence,
     condition or act (including, without limitation, the purchase of the
     Shares) which, with the giving of notice, the lapse of time or the
     happening of any other event or condition, would become a default under any
     such Real Property Leases; (v) neither Pastificio Gazzola nor Gazzola
     France have violated any of the terms or conditions under any such Real
     Property Leases in any material respect; and (vi) all of the covenants to
     be performed by any other party under any such Real Property Leases have
     been fully performed.

     6.25 Condition of Assets - General. All the property and assets owned or
     used by Pastificio Gazzola and/or Gazzola France are in good operating
     condition and are in a state of good repair and maintenance, having regard
     to the age and use thereof, reasonable wear and tear excepted. All the
     necessary maintenance, repairs and inspections, as well as those provided
     for by the assistance service agreements, has been made, in order to keep
     in effect the pertinent warranties released by third parties in connection
     with such property and assets.

     6.26 Personal Property. Pastificio Gazzola and Gazzola France have good and
     marketable title to all tangible assets owned by it (the "Personal
     Property"). The Personal Property is in good condition, except for ordinary
     wear and tear, free of any Liens except as set forth in this Agreement and
     in the Seller's Disclosure Schedules. Pastificio Gazzola and/or Gazzola
     France do not lease any Personal Property in the conduct of the Business
     except as set forth in Section 6.24bis of the Seller's Disclosure
     Schedules.

     6.27 Inventories. All respective inventories (finished and unfinished
     goods) of Pastificio Gazzola and Gazzola France are merchantable and are at
     levels sufficient for the continuation, respectively, of the Business in
     the ordinary course in the manner carried on up to date and, in any event,
     saleable in the normal course of business.

                                                                            -18-
<PAGE>


     6.28 Working capital, Accounts Receivables. The current working capital of
     Pastificio Gazzola and Gazzola France is sufficient for the purposes of the
     Business as heretofore conducted. All accounts receivables as shown in the
     Financial Statements and arising thereafter until the Closing are bona fide
     and, of the best knowledge of the Seller, are collectible without set off
     or counterclaim at the pertinent expiry date.

     E) FINANCIAL MATTERS

     6.29 Bank Accounts and Powers of Attorney. Section 6.29 of the Seller's
     Disclosure Schedule contains a correct and complete list showing (i) the
     name of each bank in which Pastificio Gazzola and Gazzola France have an
     account or safe deposit box and (ii) the names of all persons authorized to
     draw thereon or to have access thereto on behalf of, respectively,
     Pastificio Gazzola and Gazzola France; and (iii) the names of any persons
     holding powers of attorney from Pastificio Gazzola and Gazzola France, and
     a list thereof is contained in Section 6.29 of the Seller's Disclosure
     Schedule.

     6.30 Books and Records. All Books and Records have been fully, properly and
     accurately kept and completed in accordance with the applicable rules of
     the Civil Code and of other applicable legislation and there are no
     material inaccuracies or discrepancies of any kind contained or reflected
     therein. All the systems and procedures, including the computer systems and
     procedures, controls, data or information of Pastificio Gazzola and/or
     Gazzola France are under the exclusive ownership and the direct control of
     Pastificio Gazzola and/or Gazzola France, or have been licensed to
     Pastificio Gazzola and/or Gazzola France.

     6.31 Financial Statements.

     (a)  The Financial Statements have been prepared in accordance with the
          Accounting Principles applied on a basis consistent with those of
          previous fiscal periods and present fairly, respectively: (a) the
          property, assets, all liabilities (whether accrued, absolute,
          contingent or otherwise) and the financial condition of Pastificio
          Gazzola and Gazzola France, as of December 31, 1999, and (b) the sales
          and earnings of Pastificio Gazzola and Gazzola France, during the
          period covered by the Financial Statements. There are no other
          liabilities except for those reflected in the Financial Statements.

     (b)  Section 6.31 of the Seller's Disclosure Schedule contains the
          financial statements and the profit and loss account of Pastificio
          Gazzola and Gazzola France as of December 31, 1999 (the Financial
          Statements), included a warehouse inventory for quantity.

     6.32 Loans and Guarantees. Section 6.32 of the Seller's Disclosure Schedule
     lists and describes all mortgage loan agreements, loan agreements, lines of
     credit, overdrafts, discounted notes, guarantees, bank guarantees and
     similar

                                                                            -19-
<PAGE>

     credit facilities to which Pastificio Gazzola and/or Gazzola France are
     parties, including, without limitation, off-balance sheet loans or similar
     financing arrangements. All such loan agreements and other credit
     facilities are in full force and effect and there has been, on the part of
     Pastificio Gazzola and/or Gazzola France, no material default or delay of
     payments of principal or interest in respect thereof. All such loan
     agreements and credit facilities shall remain in force with the same terms
     and conditions as the ones presently effective, even after the change in
     the ownership of Pastificio Gazzola and/or Gazzola France as a result of
     this transaction.

     6.33 Taxes and Mandatory Social Security and Health Care Contributions.

     (a)  Pastificio Gazzola and Gazzola France have filed or caused to be
          filed, within the due times and in accordance to the Laws, all tax
          returns, tax reports and mandatory social security and health care
          employer's contributions (Contributions) which are required to be
          filed by either of it. Such returns and reports are correct and
          complete in all material respects and reflect accurately all liability
          for Taxes and Contributions of Pastificio Gazzola and/or Gazzola
          France for the periods covered thereby. All Taxes and Contributions
          (including interest and penalties) payable by or due from each of
          Pastificio Gazzola and/or Gazzola France (as a result of a fiscal
          assessment or otherwise), have been fully paid or adequately disclosed
          and fully provided for in the pertinent Books and Records and the
          Reference Financial Statements. Pastificio Gazzola and Gazzola France
          have made all withholdings required by the Laws, and have paid over to
          the appropriate Governmental Authorities the amounts due within the
          time periods provided for by the Laws.

     (b)  Except as disclosed in Section 6.33 of the Seller's Disclosure
          Schedule, there is no pending or threatened litigation, nor have
          assessments been issued, nor are there any audits or other actions
          being conducted by Tax Authorities or by any other Governmental
          Authority regarding asserted violations of Laws by Pastificio Gazzola
          or Gazzola France, which, in the event of an adverse result, could
          lead to the application of sanctions, any financial liability or other
          adverse consequences for the Purchaser, Pastificio Gazzola and/or
          Gazzola France.

     F) EMPLOYEE MATTERS

     6.34 Employees.

     (a)  Section 6.34 of the Seller's Disclosure Schedule sets forth a complete
          list of employees of Pastificio Gazzola and Gazzola France as of the
          date of this Agreement, the applicable collective labor agreement,
          such employees' position and length of service with Pastificio Gazzola
          and/or Gazzola France, their salary, bonuses and any other employee
          benefits other than those provided by law, and whether any written
          employment

                                                                            -20-
<PAGE>

          agreements exist relating to any such employees other than customary
          hiring letters.

     (b)  Pastificio Gazzola and/or Gazzola France do not have any employee
          other than the employees listed in Section 6.34 of the Seller's
          Disclosure Schedule. Also, the Seller represents that Pastificio
          Gazzola and/or Gazzola France has not entered into services contracts
          with co-operative companies, which supply employees for porterage,
          cleaning-up and aid to the production.

     (c)  Pastificio Gazzola and/or Gazzola France are in compliance with all
          Laws and the applicable collective labor agreements respecting
          employment and employment practices, terms and conditions of
          employment and all rules applicable thereto, and laws and regulations
          concerning health and safety in the workplace. Pastificio Gazzola
          and/or Gazzola France have not engaged in anti-union practices.

     (d)  There is no labor strike, dispute with the generality of the
          employees, slowdown or stoppage actually pending or involving or
          threatened against Pastificio Gazzola or Gazzola France with respect
          to the Business or any part thereof. No employment related complaint
          or grievance exists which might have a material adverse effect upon
          Pastificio Gazzola or Gazzola France or the conduct of the Business or
          any part thereof.

     (e)  Save as disclosed in Section 6.34 of the Seller's Disclosure Schedule,
          Pastificio Gazzola and Gazzola France is not bound by any collective
          bargaining or similar agreement nor any of such agreements is
          currently being negotiated.

     (f)  No employee of Pastificio Gazzola and Gazzola France has any agreement
          with a notice required to terminate his/her employment other than such
          as results by the Law.

     (g)  All vacation pay (including all banked vacation pay), bonuses,
          commissions and other employee benefit payments are reflected and have
          been accrued in the Books and Records.

     (h)  The employees of Pastificio Gazzola and Gazzola France are not
          entitled to any integrative pension and health care plans in addition
          to the mandatory ones provided for by the applicable Laws, except as
          set forth in Section 6.34 of the Seller's Disclosure Schedules.

     G) ENVIRONMENTAL MATTERS

     6.35 Environmental Matters.

     (a)  Each of Pastificio Gazzola and/or Gazzola France has been and is in


                                                                            -21-
<PAGE>

          material compliance with all applicable State, municipal and local
          laws, statutes, ordinances and regulations and orders, directives and
          decisions rendered by any ministry, department or administrative or
          regulatory agency ("Environmental Laws") relating to the protection of
          the environment, occupational health and safety or the manufacture,
          processing, distribution, use, treatment, storage, disposal,
          discharge, transport or handling of any pollutants, contaminants,
          chemicals or industrial, toxic or hazardous wastes or substances
          ("Polluting Substances").

     (b)  Pastificio Gazzola and/or Gazzola France, respectively, have obtained
          all Authorizations, certificates and registrations under Environmental
          Laws (the "Environmental Permits") required for the operation of the
          Business and each part thereof and are listed in Section 6.35 of the
          Seller's Disclosure Schedule. Each Environmental Permit is valid,
          effective and in good standing and shall not be adversely affected by
          the entering into of this Agreement and the consummation of the
          transactions contemplated in this Agreement; neither Pastificio
          Gazzola nor Gazzola France is in default or breach of any
          Environmental Permit and no proceeding is pending or threatened, to
          revoke or limit any Environmental Permit.

     (c)  Neither Pastificio Gazzola nor Gazzola France has used or permitted to
          be used, except in compliance with all Environmental Laws, any of its
          respective property (including the leased properties) or facilities or
          any property or facility that it previously owned or leased, to
          generate, manufacture, process, distribute, use, treat, store, dispose
          of, transport or handle any Polluting Substance.

     (d)  Neither Pastificio Gazzola nor Gazzola France has received any notice
          of, nor have they been prosecuted for, an offense alleging
          non-compliance with any Environmental Laws. There are no orders or
          directions relating to environmental matters requiring any work,
          repairs, construction, capital expenditures or other corrective
          actions or to pay any amount of settlement, compensation or indemnity
          for damages to the environment with respect to the Business or any
          part thereof or any property of Pastificio Gazzola or Gazzola France,
          nor has Pastificio Gazzola, Gazzola France or the Seller received
          notice of any of the same.

     (e)  Neither Pastificio Gazzola nor Gazzola France has caused or permitted
          the release, in any manner whatsoever, of any Polluting Substance on
          or from, respectively, any of the properties of Pastificio Gazzola
          and/or Gazzola France (including any of the leased properties) or
          assets or any property or facility that were previously owned or
          leased by Pastificio Gazzola and/or Gazzola France or any such release
          on or from a facility owned or operated by other Persons for which
          Pastificio Gazzola and/or Gazzola France are or may reasonably be
          alleged to be liable. All Polluting Substances and all other wastes
          and other materials and

                                                                            -22-
<PAGE>

          substances used in whole or in part by Pastificio Gazzola or Gazzola
          France or resulting from the Business have been disposed of, treated
          and stored in compliance with all Environmental Laws.

     (f)  Neither Pastificio Gazzola nor Gazzola France has carried out any
          activity which may cause drainage or restoration in pristino
          activities, on public or private areas, ordered by the competent
          Authorities on the basis of the Environmental Laws, and provided for
          as an obligation of the responsible of pollution.

     (g)  There are no environmental audits, evaluations, assessments or studies
          relating to Pastificio Gazzola, Gazzola France or the Business (or any
          part thereof) in the possession of or known to Pastificio Gazzola,
          Gazzola France or the Seller which have not been delivered or fully
          disclosed to the Purchaser in writing as of the date of this
          Agreement.

     H) PRODUCT LIABILITY

     6.36 Product Liability.

     (a)  The Seller undertakes to assume any and all liabilities for damages to
          third parties for which the Purchaser, Pastificio Gazzola and/or
          Gazzola France may become liable pursuant to the Presidential Decree
          n. 224, of May 24, 1988, with respect to the products manufactured,
          sold or purchased prior to the Closing.

     (b)  All Products satisfied, and are in compliance with, the requirements
          of the current Italian and EU regulations applicable to their
          manufacture, packaging, labeling, marketing and use.

     (c)  Except for (i) warranties that are mandatory or implied under Law, and
          (ii) written warranties made in contracts with customers, all of which
          are identified in Section 6.36 of the Seller's Disclosure Schedule,
          Pastificio Gazzola and/or Gazzola France have never given any
          additional warranties for its Products.

     I) MISCELLANEOUS MATTERS

     6.37 Full Disclosure. Neither this Agreement nor any document to be
     delivered pursuant to this Agreement by the Seller, or any certificate,
     report, statement or other document furnished by the Seller, Pastificio
     Gazzola and/or Gazzola France in connection with the negotiation of this
     Agreement contains or will contain any untrue statement of a material fact
     or omits or will omit to state a material fact necessary to make the
     statements contained herein or therein not misleading. There has been no
     event, transaction or information that has come to the attention of the
     Seller, Pastificio Gazzola and/or Gazzola France that has not been
     disclosed to the Purchaser in writing that could reasonably be expected to


                                                                            -23-
<PAGE>

     have a material adverse effect on the assets, business, earnings,
     properties or conditions (financial or otherwise) of Pastificio Gazzola
     and/or Gazzola France.

     6.38 No Brokers. All negotiations relating to this Agreement and the
     transactions contemplated hereby have been carried on without the
     intervention of any person acting on behalf of the Seller or on behalf of
     the Purchaser in such a manner as to give rise to any valid claim against
     the Purchaser or the Seller, as case may be, for any brokerage or finder's
     commission, fee or similar compensation.

     6.39 Survival of Representations and Warranties. The representations and
     warranties made in this Agreement its Enclosures, attachments and Exhibits
     shall survive the Closing until the expiration of the terms set forth in
     Section 10.3 below and shall be true and correct as of the Closing.

                                    ARTICLE 7
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser makes the following representations and warranties and
     acknowledges that the Seller is relying upon such representations and
     warranties in connection with the sale of the Shares.

     7.1 Due Incorporation; Authorization.

     (a)  The Purchaser is a corporation duly incorporated, validly existing and
          in good standing under the laws of Italy and has full corporate power
          and authority to conduct its business as it is actually conducted, to
          enter into this Agreement and to carry out the transactions
          contemplated herein.

     (b)  The entering into this Agreement and the performance of the
          obligations contemplated herein shall not violate (i) any law or
          regulation applicable to the Purchaser or any provision contained in
          the By-laws of the Purchaser; or (ii) any undertaking or contractual
          provision to which the Purchaser is a party or by which the Purchaser
          is bound.

     (c)  The Purchaser has taken all the resolutions and other corporate or
          other requisite actions necessary to grant the signatories of this
          Agreement the appropriate powers to execute, deliver and perform all
          the obligations of the Purchaser provided in this Agreement and to
          make such provisions binding and enforceable on the Purchaser.

                                    ARTICLE 8
                    NATURE OF REPRESENTATIONS AND WARRANTIES

     8.1 Independent Obligations. The Seller and the Purchaser acknowledge and
     agree that (i) the representations and warranties of the Seller contained
     in this Agreement are autonomous and independent obligations and (ii) any
     right or

                                                                            -24-
<PAGE>

     remedy of the Purchaser, however arising under this Agreement in connection
     with any misrepresentation of facts or breach of any warranty, shall not be
     subject to the statute of limitation periods and restrictions provided
     under Article 1495 of the Civil Code, since such representations and
     warranties are not a mere extension of the seller's guarantees set forth by
     the Civil Code, being, as specified under (i) above, autonomous and
     independent obligations.

                                    ARTICLE 9
                                 OTHER COVENANTS

     9.1 Dividends. The Parties hereby agree that any dividend that the
     shareholders' meeting of Pastificio Gazzola and Gazzola France might decide
     to pay to the shareholders of Pastificio Gazzola and Gazzola France
     following the date of this Agreement shall be exclusively for the benefit
     of the Purchaser, even if the dividends to be distributed relate to
     previous fiscal years.

     9.2 Public Announcements. The Parties hereby agree that after the execution
     of the Agreement Spigadoro Inc. will make a public announcement relating to
     the terms and conditions of this Agreement.

                                   ARTICLE 10
                                 INDEMNIFICATION

     10.1 Indemnification by the Seller.

     10.1.1 General. From and after the Closing, the Seller agrees to indemnify
     and hold harmless the Purchaser from all Losses or other events directly or
     indirectly having a negative economic or financial impact to the detriment
     of the Purchaser, Pastificio Gazzola and Gazzola France, as a result of, or
     arising directly or indirectly out of, or in connection with: a) any
     default to or breach of any obligation or covenant assumed by the Seller
     pursuant to this Agreement or to any other document related hereto, b) any
     breach or inaccuracy of any of the representations and warranties contained
     in this Agreement or in any other document related hereto or c) all debts,
     liabilities, supervening liabilities and other liabilities of any nature
     (whether accrued, absolute, contingent or otherwise) of Pastificio Gazzola
     and/or Gazzola France, arising out of circumstances occurred prior to the
     Closing, even if not accounted for in the Financial Statements or, if
     accounted for, limitedly to the amount exceeding the amount which was
     accounted for, and even if the Loss emerged after the Closing; d) any
     amount payable by Pastificio Gazzola and Gazzola France as a result of a
     negative outcome of any of the pending or threatened litigation disclosed
     in Section 6.19.1.

     It is agreed that no payment shall be made by the Seller to the Purchaser
     unless and until the indemnification amount due under the preceding
     paragraph exceeds ITL. 500,000,000 and in such case only for the amount
     exceeding ITL. 500,000,000.

                                                                            -25-
<PAGE>


     Furthermore it is agreed that the Seller shall not be obliged to pay any
     indemnity under this Article 10 for any liabilities against the Indemnified
     Party (as defined below) or Pastificio Gazzola or Gazzola France arising
     from any fact or act which has been disclosed in the Seller's Disclosure
     Schedules except for any amount payable by Pastificio Gazzola and Gazzola
     France as a result of a negative outcome of any of the pending or
     threatened litigation disclosed in Section 6.19.1.

     It is agreed that the payment of the amount, if any, due from the Seller in
     connection with the fulfillment of the indemnification obligation above
     described, shall be made by same to the Purchaser or, on indication in
     writing of the Purchaser, to Pastificio Gazzola and/or Gazzola France (with
     the same satisfactory effect for the Seller).

     10.1.2 Indemnification cap. It is agreed that the maximum potential
     liability of the Seller and the Guarantor as indemnification is in the
     aggregate ITL. 5,000,000,000 except for Taxes, Social Security and Health
     Contributions for which no cap will be applied.

     10.2 Indemnification by the Purchaser. The Purchaser agrees to indemnify
     and hold harmless the Seller from all Losses suffered or incurred by the
     Seller as a result of, or arising directly or indirectly out of, or in
     connection with:

     (a)  any breach by the Purchaser or any inaccuracy of any Purchaser's
          representation or warranty contained in this Agreement or in any other
          document related hereto;

     (b)  any breach or non-performance by the Purchaser of any covenant or
          obligation to be performed by it that is contained in this Agreement
          or in any other document related hereto.

     10.3 Duration of the indemnification obligations of the Seller. The
     indemnification obligations hereto shall apply only to Claims of Indemnity,
     as defined below, of which the Seller, has received written notice prior to
     the expiration of the second anniversary of the Closing except for Claims
     of Indemnity relating to Section 6.33 of this Agreement for which written
     notice must be received by the Seller prior to the expiration of applicable
     statute of limitation and for any Claims of Indemnity arising from letter
     (d) of the first paragraph of Section 10.1.1 (pending or threatened
     litigation) for which the Claims of Indemnity shall be received by the
     Seller within one year from the day on which said amounts became finally
     due.

     10.4 Procedure for Indemnification

     10.4.1 Claim of Indemnity. In the event that a Party (hereinafter, the
     "Indemnified Party") shall become aware of any claim, proceeding or other
     matter

                                                                            -26-
<PAGE>

     (hereinafter, a "Claim of Indemnity") in respect of which another Party
     (hereinafter, the "Indemnifying Party") agreed to indemnify the Indemnified
     Party pursuant to this Agreement, the Indemnified Party shall promptly give
     written notice thereof to the Indemnifying Party. Such notice shall specify
     whether the Claim of Indemnity arises as a result of a third party claim
     against the Indemnified Party or Pastificio Gazzola or Gazzola France
     (hereinafter, a "Third Party Claim") or whether the Claim of Indemnity does
     not so arise (hereinafter, a "Direct Claim"), and shall also specify with
     reasonable particularity (to the extent that the information is available)
     the factual basis for the Claim of Indemnity and the amount of the Claim of
     Indemnity, if known, together with copy of any relevant documents to the
     extent available.

     10.4.2 Direct Claims. With respect to any Direct Claim, following receipt
     of notice from the Indemnified Party by the Indemnifying Party, of a Claim
     of Indemnity, if both Parties agree at or prior to the expiration of a 20
     day period after receipt by the Indemnifying Party of a Claim of Indemnity
     (or any mutually agreed upon extension thereof) to the validity and amount
     of such Claim of Indemnity, the Indemnifying Party shall immediately pay to
     the Indemnified Party the full agreed amount of the Claim of Indemnity,
     failing which the Indemnified Party may litigate the dispute in arbitration
     under Article 12 hereof.

     10.4.3 Third Party Claim. With respect to any Third Party Claim, the
     following procedure shall apply. Promptly after receipt by an Indemnified
     Party of notice of an action arising from a Third Party Claim such
     Indemnified Party shall, if a claim in respect thereof is to be made
     against Indemnifying Party give notice to the Indemnifying Party of such
     action, but the failure so to notify the Indemnifying Party shall not
     relieve it of any liability that it may have to any Indemnified Party
     except to the extent the Indemnifying Party demonstrates that the defense
     of such action is prejudiced thereby. In case any such action shall be
     brought against an Indemnified Party and it shall give notice to the
     Indemnifying Party of the commencement thereof, the Indemnifying Party
     shall be entitled to participate therein and, to the extent that it shall
     elect, to assume the defense thereof with its counsel and, after notice
     from the Indemnifying Party to such Indemnified Party, of its election so
     to assume the defense thereof, the Indemnifying Party shall not be liable
     to such Indemnified Party for any fees of other counsel or any other
     expenses, in each case subsequently incurred by such Indemnified Party in
     connection with the defense thereof. If Indemnifying Party assumes the
     defense of such an action, (a) no compromise or settlement thereof may be
     effected by the Indemnifying Party without the Indemnifying Party's consent
     (which shall not be unreasonably withheld) unless (i) there is no finding
     or admission or any violation of law or any violation of the rights of any
     person and no effect on any other claims that may be made against the
     Indemnified Party or (ii) the sole relief provided is monetary damages that
     are paid in full by the Indemnifying Party and (b) the

                                                                            -27-
<PAGE>

     Indemnifying Party shall have no liability with respect to any compromise
     or settlement thereof effected without its consent (which shall not be
     unreasonably withheld).

     10.5 Method to calculate the Indemnification. For the purposes of this
     Section 10 the liability of the Indemnifying Party shall be net of any tax
     benefit effectively realized by the Indemnified Party in connection with
     the Indemnified Loss.

     10.6 Payment of Amounts. Payments of all amounts owed by the Indemnifying
     Party pursuant to this Article 10 shall be timely made, when they become
     due.

10.7 No Waiver. No investigations or due diligence made by or on behalf of the
Purchaser, pursuant to this Agreement or otherwise, will have the effect of
waiving, diminishing the scope of, or otherwise affecting any representations,
warranties, covenants or indemnities made in this Agreement, nor will such
investigations impair any remedy available to the Purchaser pursuant to the
applicable Law.

                                   ARTICLE 11
                    TERMINATION OF THIS AGREEMENT AND PENALTY

     11.1   Termination of this Agreement and Penalty. (a) If any of the two
            conditions precedent provided by Section 4.1 hereof or any
            obligation or covenant of the Seller to be performed at or prior to
            Closing as provided by Article 3, shall not have been occurred or
            performed or fulfilled in any material respect by such time by the
            Seller, the Purchaser may terminate this Agreement by notice in
            writing to the Seller, and the Seller shall immediately return to
            the Purchaser the down payment of ITL. 5,000,000,000 provided by
            Article 2.2 and shall immediately pay to the Purchaser an additional
            amount of ITL. 5,000,000,000 as penalty. The re-payment of the down
            payment is secured with the first demand bank guarantee provided by
            Section 2.2 hereof and attached hereto as Enclosure 1; (b) if any of
            the conditions precedent provided by Sections 4.2, 4.3 and 4.4
            hereof shall not have been occurred or performed or fulfilled in any
            material respect by such time by the Seller, the Purchaser may
            terminate this Agreement by notice in writing to the Seller and the
            Seller shall immediately return to the Purchaser the down payment of
            ITL. 5,000,000,000 provided by Section 2.2 , without the payment of
            any penalty. The re-payment of the down payment is secured with the
            first demand bank guarantee provided by Section 2.2 hereof and
            attached hereto as Enclosure 1; (c) if any obligation or covenant of
            the Purchaser to be performed at or prior to Closing as provided by
            Article 3 shall not have been performed or fulfilled in any material
            respect by such time by the Purchaser, the Seller will be entitled
            to definitively hold the down payment of ITL. 5,000,000,000 as
            penalty and the Seller may terminate this Agreement by notice in
            writing to the Purchaser.


                                                                            -28-
<PAGE>

                                   ARTICLE 12
                                    GUARANTEE

     The Guarantor hereby jointly and severally with the Seller guarantees all
     the obligations, representations, warranties and covenants of the Seller
     prior to, from and after the Closing under this Agreement. The
     indemnification clause provided for in Article 10 and in particular,
     Section 10.1.2 of this Agreement shall apply to the guarantee of the
     Guarantor.

                                   ARTICLE 13
                                   ARBITRATION

     13.1 Resolution of disputes. Any and all disputes arising out of or in
     connection with this Agreement shall be finally settled by three
     arbitrators under the Rules of National Arbitration of the Italian
     Arbitration Association - Associazione Italiana per l'Arbitrato ("AIA
     Rules"), in force at the time the dispute has arisen.

     13.2 Selection of Arbitrators. Each Party shall appoint one arbitrator and
     the third arbitrator, which will act as President of the Arbitration Panel,
     will be appointed by mutual consent by the two arbitrators appointed by the
     Parties. If the two arbitrators appointed by the Parties will not appoint
     the third arbitrator within 30 days from the date of appointment of the
     last of the arbitrators, the President shall be directly appointed by the
     AIA Court. If the appointment of an arbitrator is not effected within the
     terms provided for by the AIA Rules, the arbitrator shall be appointed by
     the AIA Court. The Seller and the Guarantor shall be deemed as one party
     for the purpose of this clause and accordingly they shall be entitled to
     appoint only one of the three arbitrators.

     13.3 Place of Arbitration and Language. The arbitration will take place in
     Milan, in the English language.

     13.4 Costs of Arbitration. The cost of the arbitration will be assessed by
     the arbitrators who will be required to make such cost allocation with
     respect to any award issued.

     13.5 Formal Arbitration (Arbitrato Rituale). The arbitrators shall decide
     the dispute according to Italian substantive and procedural law (articles
     806 and following of Italian Code of Civil Procedure) and the arbitral
     award will be binding upon the Parties.

                                   ARTICLE 14
                                  MISCELLANEOUS

     14.1 Notices. (1) Any notice or other communication to be given hereunder
     shall be in writing and shall be delivered in person, transmitted by fax,
     or sent by



                                                                            -29-
<PAGE>

     international courier service or registered mail, to the following
     addresses:

     If to the Seller:

     Starfood Italia S.r.l.
     Via Cuneo 23
     Mondovi (Cuneo)
     Fax: 0171.646260

     With copy to:

     Avv. Luca Fossati
     Via Boito 8
     20123 Milano
     Fax: 02.72157224

     If to the Purchaser:

     Petrini S.p.A.
     Via IV Novembre 2/A
     Bastia Umbria (Perugia)
     Fax: 075.8009349

     With copy to:

     Avv. Mario Amoroso
     Via delle Quattro Fontane 20
     00184 Roma
     Fax: 06.4871101

     If to the Guarantor:
     Dino Gazzola
     Corso Garibaldi 4
     Cuneo
     Fax: 0171.646260

     (2) Any such notice or other communication shall be deemed to have been
     given upon its actual receipt by the addressee.

     (3) Any Party may at any time change its address for notices by giving
     notice to the other Party in accordance with this Section 13.1.

     14.2 Expenses. All the costs sustained by each Party in connection with the
     preparation and execution of this Agreement (including the consultants)
     shall be exclusively borne by such Party. Any cost and expense (including
     the notarial fees) to be borne in connection with the transfer of the
     Shares and the Remaining Participation shall be borne by the Purchaser.

                                                                            -30-
<PAGE>


     14.3 Assignment, No Third Party Beneficiaries. This Agreement and all of
     the provisions hereof shall be binding upon and inure to the benefit of
     each of the Parties hereto and their respective successors and assigns, and
     such successors and permitted assigns shall have the benefit of the
     Indemnifications set forth in Section 10 hereof.

     14.4 Governing Law. This Agreement shall be governed by, construed and
     enforced in accordance with the laws of Italy.

     14.5 Integration. This Agreement, together with the Schedules hereto and
     the other documents contemplated herein, constitutes the entire agreement
     of the Parties and supersedes all prior agreements and understandings, both
     written and oral, of the Parties with respect to the subject matter hereof.

     14.6 Further Actions. Each party shall sign any further document and
     fulfill any further obligation and do all such other acts and things as the
     other Party may reasonably request, in order to give full effect and
     implementation to this Agreement.

     14.7 Amendments and Waivers. No amendment or waiver of any provision of
     this Agreement shall be binding on the Party against which such amendment
     or waiver is claimed, unless consented to in writing by same. The waiver of
     any provision of this Agreement shall not constitute a waiver of any other
     provision, failing an express statement to such effect.

     14.8 Language. This Agreement shall be executed in the English language.

     14.9 Counterparts. This Agreement may be executed in counterparts, each of
     which shall constitute an original and all of which taken together shall
     constitute one and the same instrument.

     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
     first above written.

     /s/ Carlo Petrini          /s/ Dino Gazzola                /s/ Dino Gazzola
     -----------------          ----------------------          ----------------
     Petrini S.p.A.             Starfood Italia S.r.l.          Dino Gazzola

     By: Carlo Petrini          By: Dino Gazzola


                                                                            -31-

<PAGE>





                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE


                   SPIGADORO COMPLETES ACQUISITION OF GAZZOLA,
                EUROPE'S LARGEST PRIVATE LABEL PASTA MANUFACTURER


New York, NY (May 4, 2000) - Spigadoro, Inc. (AMEX:SRO) today announced that it
had completed the acquisition of 100% of the shares of Pastificio Gazzola
S.p.A., establishing Spigadoro as the leading manufacturer of private label
pasta in Europe. The purchase price consisted of $11.5 million in cash plus
583,334 shares of Spigadoro stock. The Company also agreed to make additional
payments of up to $5 million in two years, subject to the achievement of certain
performance milestones.


Founded in 1920 and based in northern Italy, Gazzola is the largest manufacturer
of private label pasta in Europe with 1999 sales of approximately $46 million
and EBITDA of approximately $4.5 million. On a pro forma basis, Spigadoro would
have had 1999 sales and EBITDA of approximately $180 million and $12.6 million,
respectively.


Jacob Agam, the Chairman and Chief Executive Officer of Spigadoro, noted: "This
investment in the private label pasta sector, which immediately establishes us
as the European leader, provides an exciting complement to our branded products.
We intend to continue to develop our leadership position in both the private
label and branded sectors, which we believe distinguishes Spigadoro and will
enable us to provide a broad and powerful range of products to our customers."


Spigadoro previously announced an agreement to purchase 91% of the stock of
Gazzola, but has since concluded an agreement to purchase the remaining 9%
minority interests.


About Spigadoro

Spigadoro is a leading manufacturer of branded products in the Mediterranean
food sector. Its pasta and other Mediterranean products are internationally
recognized as high quality products and are marketed under the brand name
"Spigadoro" ("Golden Ear of Wheat") in Italy, Europe, the U.S. and the Far East.
The Company's animal feed products are manufactured at seven plants throughout
Italy and are marketed under the "Petrini" name. The Company has previously
announced an aggressive growth strategy that includes a consolidation of small
and mid-cap companies within the food and animal feed industries in Europe (and
in particular Italy, Germany, France and Spain).



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Statements in this press release that are not descriptions of historical facts
are forward-looking statements that are subject to risks and uncertainties. Such
statements, including those regarding among other things, our strategy, future
prospects and results of operations, are dependent on any number of factors,
including market conditions, competition and the availability of financing, many
of which are outside of our control. Actual results could differ materially from
those currently anticipated due to a number of factors, including those set
forth in our Securities and Exchange Commission filings under "Risk Factors."
These factors include the following: we have changed our principal business and
we may not be successful operating a new business, if we do not successfully
sell our existing computer business, the combined company may be adversely
affected; Vertical Financial Holdings and affiliated entities control Spigadoro;
our substantial debt may adversely affect our ability to obtain additional funds
and increase our vulnerability to economic or business downturns; our operating
results will be adversely affected by charges from acquisitions; our strategy of
acquiring other companies for growth may not succeed and may adversely affect
our financial condition, results of operations and cash flows; intense
competition in the pasta and animal feed industries may adversely affect
operating results; our business may be adversely affected by risks associated
with foreign operations; and other risks. In addition, our acquisition
negotiations are in various stages and, except as previously announced, we have
no agreement or arrangements relating to any acquisitions. We are unable to
predict whether or when any of these negotiations will result in any definitive
agreements.











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