DOSKOCIL COMPANIES INC, 8-K, 1995-05-08

DOSKOCIL COMPANIES INC
8-K, 1995-05-08
SAUSAGES & OTHER PREPARED MEAT PRODUCTS

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

----------------

FORM 8-K
CURRENT REPORT

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

Date of Report (Date of earliest event reported) April 29, 1995

Doskocil Companies Incorporated
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 0-7803 13-2535513
- ------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)

2601 Northwest Expressway, Suite 1000W, Oklahoma City, OK 73112
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

(405) 879-5500
- ------------------------------------------------------------------------------
Registrant's telephone number, including area code:

- ------------------------------------------------------------------------------
(Former name or former address, if changed since last report)

<PAGE>

Item 5. OTHER EVENTS.

On May 1, 1995, the Company announced that it had entered into an agreement
to sell the assets representing its Retail Division to Thorn Apple Valley, Inc.
for cash and the assumption of certain related liabilities. The sale is
scheduled to close on May 30, 1995. The net proceeds of approximately $64
million will be used to retire a portion of the Company's existing bank debt and
to pay expenses of the transaction (the "Disposition"). The agreement also
includes a five year earnout of up to an additional $10 million upon achievement
of certain incentive targets.

As a result of the Disposition, the Company's revenue will be reduced by the
division's sales, which were approximately $238 million in 1994. Return on sales
at both the operating income and EBITDA levels are expected to increase
significantly. Interest expense will be reduced as $64 million of long-term debt
will be removed from the balance sheet. The Company expects to write off
approximately $65 million of post bankruptcy intangibles associated with the
Retail Division.

On May 3, 1995, the Company announced results from continuing operations for
the quarter ended April 1, 1995. Sales for the quarter were $139.4 million, an
increase of 48% over the $94.3 million for the same period last year. Operating
income for the quarter was $7.8 million compared to $1.2 million in 1994. Net
income from continuing operations was $1.8 million, compared to a loss of $0.4
million for the year-ago quarter. Earnings per share from continuing operations
were $0.14 versus a loss of $.06 for the 1994 first quarter. The 1995 results
include the Specialty Brands Division acquired from International Multifoods
Corporation in June, 1994.

The results of the Retail Division are accounted for as discontinued
operations. Earnings from discontinued operations were a loss of $2.4 million,
or ($0.19) per share, compared to breakeven in the 1994 quarter. Results
included goodwill, interest and taxes associated with the Retail Division.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

(b) Pro Forma Financial Information.

The following pro forma condensed consolidated statement of operations for
the fiscal year ended December 31, 1994 has been prepared assuming the Specialty
Brands acquisition which was consummated on June 1, 1994, the Rights Offering
which was completed in October 1994 and the Disposition had occurred on
January 2, 1994 and that the net proceeds from the Rights Offering and the
Disposition were used to repay indebtedness under the term loan agreement. The
pro forma condensed consolidated statement of operations includes the historical
consolidated results of the Company for the fiscal year ended December 31, 1994
less the historical results of the Retail Division for the same period and the
historical results of operations of the Specialty Brands Division for the five
months ended May 31, 1994 and the related pro forma adjustments.

The following pro forma condensed consolidated statement of operations for
the quarter ended April 1, 1995 has been prepared assuming the Disposition had
occurred on January 2, 1994 and that the net proceeds from the Disposition had
been used to repay indebtedness under the term loan agreement.

<PAGE>
The pro forma condensed consolidated statement of operations includes the
historical consolidated results of the Company less the historical results of
the Retail Division for the quarter ended April 1, 1995, and the related pro
forma adjustments.

The pro forma results of operations are not necessarily indicative of
results of operations that would have resulted had the Disposition actually
occurred on January 2, 1994 nor are they necessarily indicative of future
results of operations. As a result of the pro forma assumption that the sale
took place at the beginning of the earliest period presented, the pro forma
interest expense and amortization of intangibles will not agree with that
presented in the historical financial statement.

The following pro forma condensed consolidated balance sheet has been
prepared assuming the Disposition had been consummated on April 1, 1995 and
reflects the historical consolidated accounts of the Company less the historical
accounts of the Retail Division as of April 1, 1995 and the related pro forma
adjustments.

DOSKOCIL COMPANIES INCORPORATED
(to be known as Foodbrands America, Inc.)
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FISCAL YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

HISTORICAL PRO FORMA ADJUSTMENTS
------------------------- --------------------------
SPECIALTY RETAIL PRO FORMA
COMPANY BRANDS DIVISION (A) OTHER OPERATIONS
------------ ----------- ------------ ------------ ---------------
(FOR THE (FOR THE (FOR THE
YEAR ENDED FIVE MONTHS YEAR ENDED
DECEMBER 31, ENDED MAY DECEMBER 31,
1994) 31, 1994) 1994)
<S> <C> <C> <C> <C> <C>
Net sales............................... $ 750,660 $ 78,914 $ (238,308) $ $ 591,266
Cost of sales........................... 604,251 56,905 (194,133) (854)(b) 466,169
------------ ----------- ------------ ---------------
Gross profit............................ 146,409 22,009 (44,175) 125,097
Operating expenses:
Selling............................... 91,308 15,974 (39,143) 68,139
General and administrative............ 27,499 1,814 (3,348) (12)(b) 25,953
Amortization of intangible assets..... 7,365 677 (3,242) 159(c) 4,383
(576)(d)
Provision for restructuring and
integration.......................... 12,500 (1,914) 10,586
------------ ----------- ------------ ---------------
Total............................... 138,672 18,465 (47,647) 109,061
------------ ----------- ------------ ---------------
Operating income (loss)................. 7,737 3,544 3,472 16,036
Other income (expense):
Interest and financing costs.......... (20,173) (7) 5,071 2,555(e) (15,426)
(3,600)(f)
728(g)
Other, net............................ (681) (29) (21) (731)
------------ ----------- ------------ ---------------
Total............................... (20,854) (36) 5,050 (16,157)
Income (loss) from continuing operations
before income taxes.................... (13,117) 3,508 8,522 (121)
Provision for income taxes.............. (600) (1,476) (3,238) (367)(h) (967)
4,714(i)
------------ ----------- ------------ ---------------
Income (loss) from continuing
operations............................. $ (13,717) $ 2,032 $ 5,284 $ (1,088)
------------ ----------- ------------ ---------------
------------ ----------- ------------ ---------------
Earnings (loss) per share:
Income (loss) from continuing
operations........................... $ (1.57) $ (0.09)(j)
------------ ---------------
------------ ---------------
</TABLE>

See accompanying notes to the Pro Forma Condensed Consolidated Statements of
Operations.

<PAGE>
QUARTER ENDED APRIL 1, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
HISTORICAL ---------------------------
----------- RETAIL PRO FORMA
COMPANY DIVISION (A) OTHER OPERATIONS
----------- ------------ ------------- ---------------
<S> <C> <C> <C> <C>
Net sales................................................ $ 184,211 $ (44,806) $ $ 139,405
Cost of sales............................................ 146,903 (38,677) 108,226
----------- ------------ ---------------
Gross profit............................................. 37,308 (6,129) 31,179
Operating expenses:
Selling................................................ 22,682 (6,213) 16,469
General and administrative............................. 7,114 (1,253) 5,861
Amortization of intangible assets...................... 2,066 (985) (144)(d) 937
----------- ------------ ---------------
Total................................................ 31,862 (8,451) 23,267
----------- ------------ ---------------
Operating income (loss).................................. 5,446 2,322 7,912
Other income (expense):
Interest and financing costs........................... (5,585) 1,230 400(g) (3,955)
Other, net............................................. (149) (8) (157)
----------- ------------ ---------------
Total................................................ (5,734) 1,222 (4,112)
Income (loss) from continuing operations before income
taxes................................................... (288) 3,544 3,800
Provision for income taxes............................... (275) (1,175) (207)(h) (1,657)
----------- ------------ ---------------
Income (loss) from continuing operations................. $ (563) $ 2,369 $ 2,143
----------- ------------ ---------------
----------- ------------ ---------------
Earnings (loss) per share: Income (loss) from continuing
operations.............................................. $ (0.05) $ 0.17 (j)
----------- ---------------
----------- ---------------
</TABLE>

See accompanying notes to the Pro Forma Condensed Consolidated Statements of
Operations.

<PAGE>
DOSKOCIL COMPANIES INCORPORATED
(to be known as Foodbrands America, Inc.)
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FISCAL YEAR ENDED DECEMBER 31, 1994 AND QUARTER ENDED APRIL 1, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

NOTE 1.

The pro forma condensed consolidated statement of operations for the fiscal
year ended December 31, 1994 has been prepared assuming the Specialty Brands
acquisition which was consummated on June 1, 1994, the Rights Offering which was
completed in October 1994 and the Disposition had occurred on January 2, 1994
and that the net proceeds from the Rights Offering and the Disposition were used
to repay indebtedness under the term loan agreement. The pro forma condensed
consolidated statement of operations includes the historical consolidated
results of the Company for the fiscal year ended December 31, 1994 less the
historical results of the Retail Division for the same period and the historical
results of operations of the Specialty Brands Division for the five months ended
May 31, 1994 and the related pro forma adjustments.

The pro forma condensed consolidated statement of operations for the
quarter ended April 1, 1995 has been prepared assuming the Disposition had
occurred on January 2, 1994 and that the net proceeds from the Disposition
had been used to repay indebtedness under the term loan agreement. The pro
forma condensed consolidated statement of operations includes the historical
consolidated results of the Company less the historical results of the Retail
Division for the quarter ended April 1, 1995, and the related pro forma
adjustments.

NOTE 2. PRO FORMA ADJUSTMENTS

(a) To adjust the historical Company financial statements for the
Disposition of the Retail Division.

(b) To record the net change in depreciation expense related to the
Specialty Brands acquisition based on the fair value of depreciable
assets, versus their historical cost, using the straight line method over
their estimated useful lives.

(c) To record the net change in amortization expense related to the
Specialty Brands acquisition based on the amortization of trademarks over
25 years and goodwill over a period of 40 years, and elimination of the
amortization of the historical goodwill of Specialty Brands.

(d) To reduce amortization expense related to a reduction in the
Reorganization Value in Excess of Amounts allocable to Identifiable
Assets resulting from the utilization of net operating loss
carryforwards.

(e) To reduce interest expense for the reduction of debt in the amount of
$35 million from the Rights Offering proceeds.

(f) To record additional interest attributable to the increase in bank debt
to finance the Specialty Brands acquisition, record amortization of debt
issue costs over the term of the new bank debt and eliminate amortization
of debt issue costs attributable of debt which was extinguished.

(g) To reduce interest expense related to debt reduced or eliminated with
the proceeds from the Disposition.

(h) To record the tax affect attributable to the net pro forma adjustments
based on the statutory (federal and state) tax rate.

(i) To eliminate taxes for Specialty Brands and the Retail Division which
have been offset by losses of the Company. The pro forma tax provision
and effective tax rate is not necessarily indicative of the expected
amounts and rates for 1995.

(j) The weighted average number of common and common equivalent shares used
in the pro forma earnings per share computation were 12,448,000 which
represents the number of shares outstanding at December 31, 1994 after
the Rights Offering.

NOTE 3. PRO FORMA INCOME BEFORE RESTRUCTURING PROVISION

Pro forma income from continuing operations for the year ended December 31,
1994, after adding back the provision for restructuring and integration and
applying statutory tax rates, would have been $6.5 million.

<PAGE>
DOSKOCIL COMPANIES INCORPORATED
(to be known as Foodbrands America, Inc.)
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
APRIL 1, 1995
(IN THOUSANDS)
ASSETS

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
----------------------------
RETAIL PRO FORMA
COMPANY DIVISION (A) OTHER BALANCE SHEET
----------- ------------ -------------- -------------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents............................ $ 5,989 $ $ 6,021(b) $ 12,010
Receivables.......................................... 38,768 (10,738) 28,030
Inventories.......................................... 64,273 (10,096) 54,177
Other current assets................................. 3,439 (1,151) 2,288
----------- ------------ -------------
Total current assets............................... 112,469 (21,985) 96,505
----------- ------------ -------------
Property, plant and equipment.......................... 155,250 (28,009) 127,241
Accumulated depreciation and
amortization........................................ (39,427) 5,363 (34,064)
----------- ------------ -------------
Net property, plant and equipment.................. 115,823 (22,646) 93,177
----------- ------------ -------------
Intangible assets...................................... 103,031 (16,000) 87,031
Accumulated amortization............................. (6,101) 2,815 (3,286)
----------- ------------ -------------
Net intangible assets.............................. 96,930 (13,185) 83,745
----------- ------------ -------------
Reorganization value in excess of amounts allocable to
identifiable assets................................... 98,652 (48,833) (11,525)(c) 38,294
Accumulated amortization............................. (17,257) 8,542 (8,715)
----------- ------------ -------------
Net reorganization value........................... 81,395 (40,291) 29,579
----------- ------------ -------------
Deferred charges and other assets...................... 43,199 (186) (2,321)(d) 40,692
----------- ------------ -------------
$ 449,816 $ (98,293) $ 343,698
----------- ------------ -------------
----------- ------------ -------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current maturities of long-term debt................. $ 3,098 $ (1,418) $ $ 1,680
Accounts payable..................................... 16,316 (3,041) 6,100(e) 19,375
Accrued liabilities.................................. 41,939 (3,555) (1,914)(f) 36,470
----------- ------------ -------------
Total current liabilities.......................... 61,353 (8,014) 57,525
----------- ------------ -------------
Long-term debt......................................... 230,184 (6,267) (58,000)(g) 165,917
Other long-term liabilities............................ 80,355 80,355
Stockholders' Equity
Common stock......................................... 124 124
Capital in excess of par value....................... 151,046 151,046
Retained earnings.................................... (71,671) (38,023)(h) (109,694)
Minimum pension liability adjustment................. (1,575) (1,575)
Investment of and advances from parent............... -- (84,012) 84,012(i) --
----------- ------------ -------------
Total stockholders' equity......................... 77,924 (84,012) 39,901
----------- ------------ -------------
$ 449,816 $ (98,293) $ 343,698
----------- ------------ -------------
----------- ------------ -------------
</TABLE>

See accompanying notes to the Pro Forma Condensed Consolidated Balance Sheet.

<PAGE>
DOSKOCIL COMPANIES INCORPORATED
(to be known as Foodbrands America, Inc.)
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
APRIL 1, 1995
(IN THOUSANDS)

NOTE 1.

The pro forma condensed consolidated balance sheet has been prepared
assuming the Disposition had been consummated on April 1, 1995 and reflects the
historical consolidated accounts of the Company less the historical accounts of
the Retail Division as of April 1, 1995 and the related pro forma adjustments.

NOTE 2. LOSS ON DISPOSITION

<TABLE>
<S> <C>
Sales price:
Cash to be received.................................................... $ 64,021
Liabilities to be assumed.............................................. 14,281
---------
Total sales price.................................................... 78,302
Allocation of proceeds:
Receivables............................................................ 10,738
Inventory.............................................................. 10,096
Other current assets................................................... 1,151
Property, plant and equipment.......................................... 22,646
Intangible assets...................................................... 53,476
Other assets........................................................... 186
Expenses of Disposition................................................ 6,100
---------
$ (26,091)
Income tax provision..................................................... (11,525)
---------
Loss on Disposition...................................................... $ (37,616)
---------
---------
</TABLE>

The income tax provision reflects a taxable gain resulting from the
difference between the book and tax basis of the assets.

In addition to the above cash proceeds and assumption of debt, the purchaser
has agreed to pay the Company an additional $10 million maximum under a five
year earnout agreement based upon an increase in the market value of the
purchaser's common stock.

NOTE 2. PRO FORMA ADJUSTMENTS

(a) To adjust consolidated balance sheet for Retail Division assets sold.

(b) Proceeds to be utilized for payment of expenses of Disposition.

(c) To reduce Reorganization Value in Excess of Amounts Allocable to
Identifiable Assets for the benefit of net operating loss carryforward
utilization due to the tax gain on the Disposition.

(d) Write off of a portion of the deferred loan costs related to the
Company's term loan.

(e) Increase in current liabilities for the expenses related to the
Disposition.

(f) Decrease in accrued liabilities for the Restructuring Accruals related
to the Retail Division.

(g) Proceeds of $58 million used to reduce debt under the Company's term
loan agreement.

(h) Impact on retained earnings of Disposition and related pro forma
adjustments.

(i) Elimination of investment of and advances from parent.

<PAGE>

(2) Asset Purchase Agreement By and Among Thorn Apple Valley, Inc.
and Doskocil Companies Incorporated and Wilson Foods
Corporation, Concordia Foods Corporation, Dixie Foods Company
and Shreveport Foods Company dated as of April 29, 1995.

<PAGE>

SIGNATURES

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.

DOSKOCIL COMPANIES INCORPORATED

By: /s/ William L. Brady
----------------------------------
William L. Brady
Vice President and Controller

Dated May 5, 1995

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
------ ----------- --------
<S> <C> <C>
2 Asset Purchase Agreement By and Among Thorn
Apple Valley, Inc. and Doskocil Companies
Incorporated and Wilson Foods Corporation,
Concordia Foods Corporation, Dixie Foods
Company and Shreveport Foods Company dated
as of April 29, 1995.
</TABLE>

<PAGE>

ASSET PURCHASE AGREEMENT

BY AND AMONG

THORN APPLE VALLEY, INC.

AND

DOSKOCIL COMPANIES INCORPORATED

AND

WILSON FOODS CORPORATION,

CONCORDIA FOODS CORPORATION,

DIXIE FOODS COMPANY

AND

SHREVEPORT FOODS COMPANY

DATED AS OF

APRIL 29, 1995

SALE OF THE RETAIL DIVISION

<PAGE>

TABLE OF CONTENTS

Page
ARTICLE I: PURCHASE AND SALE OF ASSETS . . . . . . . . . 2

1.1. Purchased Assets. . . . . . . . . . . . . . . 2
(a) The Facilities . . . . . . . . . . . . . 3
(b) Inventories. . . . . . . . . . . . . . . 3
(c) Receivables. . . . . . . . . . . . . . . 3
(d) Other Current Assets . . . . . . . . . . 3
(e) Machinery and Equipment. . . . . . . . . 4
(f) Trademarks and Trade Names . . . . . . . 4
(g) Personal Property Leases . . . . . . . . 4
(h) Division Sales Office Leases . . . . . . 5
(i) Covenant Not To Compete. . . . . . . . . 5
(j) Customer List. . . . . . . . . . . . . . 5
(k) Purchase Orders. . . . . . . . . . . . . 5
(l) Warranties; Licenses and Permits . . . . 5
(m) Books and Records; Telephone Numbers . . 6
1.2. Excluded Assets . . . . . . . . . . . . . . . 6

ARTICLE II: ASSUMPTION OF LIABILITIES . . . . . . . . . . 7

2.1. Liabilities Assumed . . . . . . . . . . . . . 7
2.2 Non-Assumption of Other Liabilities . . . . . 9

ARTICLE III: PURCHASE PRICE AND PAYMENT; ALLOCATIONS;
PRORATIONS. . . . . . . . . . . . . . . . . . 9

3.1. The Purchase Price and Payment. . . . . . . . 9
(a) Purchase Price at Closing. . . . . . . . 9
(b) Payment of the Purchase Price. . . . . . 10
(c) Adjusted Purchase Price. . . . . . . . . 10
3.2. Allocations . . . . . . . . . . . . . . . . . 12
(a) Allocation of Purchase Price . . . . . . 12
(b) Reporting Requirements . . . . . . . . . 12
3.3. Cash Equivalents, Costs and Prorations. . . . 13
(a) Cash Equivalents . . . . . . . . . . . . 13
(b) Basic Prorations; Taxes. . . . . . . . . 13
3.4. The Earnout . . . . . . . . . . . . . . . . . 14

ARTICLE IV: REPRESENTATIONS AND WARRANTIES OF SELLER. . . 16

4.1. Organization and Qualification. . . . . . . . 16
4.2. Due Authorization . . . . . . . . . . . . . . 17
4.3. No Violation. . . . . . . . . . . . . . . . . 18
4.4. Permits . . . . . . . . . . . . . . . . . . . 19
4.5. Purchased Assets. . . . . . . . . . . . . . . 20
4.6. SIC Code . . . . . . . . . . . . . . . . . . 21
4.7. Condition of Purchased Assets . . . . . . . . 21

-i-

<PAGE>

(a) Conditions . . . . . . . . . . . . . . . 21
(b) Utilities. . . . . . . . . . . . . . . . 22
(c) Compliance . . . . . . . . . . . . . . . 22
(d) Hazardous Materials Reports. . . . . . . 23
4.8. Commissions . . . . . . . . . . . . . . . . . 23
4.9. Legal Proceedings; Defaults . . . . . . . . . 23
4.10. Employee Benefit Plans and Collective
Bargaining Agreements . . . . . . . . . . . . 24
(a) Employee Benefit Plans . . . . . . . . . 24
(b) Collective Bargaining Agreements . . . . 25
4.11. Division Contracts. . . . . . . . . . . . . . 25
4.12. Insurance . . . . . . . . . . . . . . . . . . 26
4.13. Financial Statements. . . . . . . . . . . . . 27
4.14. Multiemployer Pension Plans . . . . . . . . . 28
4.15. No Condemnation . . . . . . . . . . . . . . . 28
4.16. No Notice of Violations . . . . . . . . . . . 29
4.17. No Defaults . . . . . . . . . . . . . . . . . 29
4.18. Special Assessment. . . . . . . . . . . . . . 29
4.19. Information Correct . . . . . . . . . . . . . 30
4.20. Public Improvements . . . . . . . . . . . . . 30
4.21. Taxes . . . . . . . . . . . . . . . . . . . . 30
4.22. Assessed Value. . . . . . . . . . . . . . . . 31
4.23. Zoning Notices. . . . . . . . . . . . . . . . 31
4.24. Pest Control. . . . . . . . . . . . . . . . . 31
4.25. Seller Not a Foreign Person . . . . . . . . . 31
4.26. Environmental Warranties. . . . . . . . . . . 31
4.27. Sales Office Leases . . . . . . . . . . . . . 32
4.28. Condition of the Facilities . . . . . . . . . 33
4.29. Sellers' Marks. . . . . . . . . . . . . . . . 33
4.30. Employees . . . . . . . . . . . . . . . . . . 34
4.31. Absence of Changes or Events. . . . . . . . . 34
4.32. Net Fixed Assets. . . . . . . . . . . . . . . 34

ARTICLE V: REPRESENTATIONS AND WARRANTIES OF PURCHASER . 35

5.1. Organization and Qualification. . . . . . . . 35
5.2. Due Authorization . . . . . . . . . . . . . . 35
5.3. No Violation. . . . . . . . . . . . . . . . . 36
5.4. Commissions . . . . . . . . . . . . . . . . . 37

ARTICLE VI: CONDUCT OF BUSINESS PRIOR TO CLOSING. . . . . 37

6.1. Conduct of Business . . . . . . . . . . . . . 37
6.2. Capital Expenditures. . . . . . . . . . . . . 39
6.3. Books and Records . . . . . . . . . . . . . . 39
6.4. Absence of Certain Developments . . . . . . . 39

ARTICLE VII: OBLIGATIONS PRIOR, AS OF, AND SUBSEQUENT
TO THE CLOSING. . . . . . . . . . . . . . . . 40

7.1. Access . . . . . . . . . . . . . . . . . . 40
7.2. Consents; Additional Agreements . . . . . . . 41

-ii-

<PAGE>

7.3. Disclosure. . . . . . . . . . . . . . . . . . 42
7.4. Surveys . . . . . . . . . . . . . . . . . . . 42
7.5. Title Review/UCC Searches . . . . . . . . . . 45
7.6. Title Policy. . . . . . . . . . . . . . . . . 46
7.7. Books and Records . . . . . . . . . . . . . . 46
7.8. Third Party Claims. . . . . . . . . . . . . . 47
7.9. Removal of Signs. . . . . . . . . . . . . . . 47
7.10. Casualty or Condemnation. . . . . . . . . . . 47
(a) Machinery and Equipment. . . . . . . . . 48
(b) The Facilities - Fire or Casualty. . . . 48
(c) The Facilities - Condemnation. . . . . . 48
(d) Settlements. . . . . . . . . . . . . . . 49
7.11. Confidentiality . . . . . . . . . . . . . . . 49
7.12. Public Announcements. . . . . . . . . . . . . 51
7.13. The Closing . . . . . . . . . . . . . . . . . 51
(a) The Purchase Price . . . . . . . . . . . 51
(b) Bill of Sale (Machinery and Equipment)
and Personal Property Leases . . . . . . 51
(c) Non-Compete Agreement. . . . . . . . . . 52
(d) Assignment and Assumption of
Division Contracts . . . . . . . . . . . 52
(e) Assignment of Trade Names. . . . . . . . 52
(f) Assignment and Assumption of Assumed
Liabilities. . . . . . . . . . . . . . . 52
(g) Warranty Deeds . . . . . . . . . . . . . 52
(h) Title Policies . . . . . . . . . . . . . 52
(i) Assignment and Assumption of Sales
Office Leases. . . . . . . . . . . . . . 52
(j) Assignment and Assumption of Receivables
and Customer Purchase Orders . . . . . . 53
(k) Other Documents. . . . . . . . . . . . . 53
7.14. Environmental Matters . . . . . . . . . . . . 53
(a) Review . . . . . . . . . . . . . . . . . 53
(b) Remediation. . . . . . . . . . . . . . . 57
(c) Compliance . . . . . . . . . . . . . . . 59
7.15. Supplemental Disclosure . . . . . . . . . . . 59
7.16. Transition Agreement. . . . . . . . . . . . . 60
7.17. Supply Agreement; Removal of Equipment. . . . 60
7.18. The Copack Agreements . . . . . . . . . . . . 61
7.19. Receivables . . . . . . . . . . . . . . . . . 62
7.20. Insurance . . . . . . . . . . . . . . . . . . 62
7.21. Environmental Law Violations. . . . . . . . . 63

ARTICLE VIII: PROVISIONS RESPECTING EMPLOYEES . . . . . . . 63

8.1. Division Employees. . . . . . . . . . . . . . 63
8.2. Purchaser's Obligations to
Division Employees. . . . . . . . . . . . . . 65
8.3. COBRA Indemnification and Information . . . . 65
8.4. Seller's and Purchaser's Plan . . . . . . . . 66
(a) Seller's 401(k) Plan . . . . . . . . . . 66

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(b) Transfer of Assets to
Purchaser's Pension. . . . . . . . . . . 67
8.5. Plant Closing Notice. . . . . . . . . . . . . 70
8.6. Other Benefit Plans . . . . . . . . . . . . . 70
(a) Purchaser's Medical Plans. . . . . . . . 70
(b) Vacation . . . . . . . . . . . . . . . . 72
(c) Purchaser's Employee Benefit Plans . . . 72
(d) The Extended Period. . . . . . . . . . . 73
8.8. General . . . . . . . . . . . . . . . . . . . 74

ARTICLE IX: CONDITIONS TO OBLIGATIONS OF THE SELLER . . . 75

9.1. No Governmental or Other Proceeding or
Litigation. . . . . . . . . . . . . . . . . . 75
9.2. Physical Inventory of the Inventory . . . . . 75
9.3. Documents and Certificates (the Closing). . . 75
(a) The Purchase Price . . . . . . . . . . . 75
(b) Personal Property Leases . . . . . . . . 75
(c) Noncompete Agreement . . . . . . . . . . 76
(d) Division Contracts Agreement . . . . . . 76
(e) Assignment and Assumption of
Assumed Liabilities. . . . . . . . . . . 76
(f) Assignment and Assumption of Sales
Office Leases. . . . . . . . . . . . . . 76
(g) Assignment and Assumption of Receivables
and Customer Purchase Orders . . . . . . 76
(h) Prorations . . . . . . . . . . . . . . . 76
(i) Certificate of Good Standing . . . . . . 76
(j) Corporate Resolutions. . . . . . . . . . 76
(k) Opinion of Counsel . . . . . . . . . . . 77
(l) Transition Agreement . . . . . . . . . . 77
(m) Supply Agreement . . . . . . . . . . . . 77
(n) Other Instruments. . . . . . . . . . . . 77
9.4. Representations and Warranties True . . . . . 77
9.5. Performance of Covenants. . . . . . . . . . . 77
9.6. Waiver. . . . . . . . . . . . . . . . . . . . 78

ARTICLE X: CONDITIONS TO OBLIGATIONS OF THE PURCHASER. . 78

10.1. No Governmental or Other Proceeding or
Litigation. . . . . . . . . . . . . . . . . . 78
10.2. Physical Inventory. . . . . . . . . . . . . . 78
10.3. Title Searches. . . . . . . . . . . . . . . . 78
10.4. Documents and Certificates (The Closing). . . 79
(a) Personal Property Leases . . . . . . . . 79
(b) Bill of Sale (Machinery and
Equipment) . . . . . . . . . . . . . . . 79
(c) Noncompete Agreement . . . . . . . . . . 79
(d) Division Contracts Agreement . . . . . . 79
(e) Assignment of Trade Names. . . . . . . . 79
(f) Assignment and Assumption of
Assumed Liabilities. . . . . . . . . . . 79

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(g) Assignment and Assumption of Sales
Office Leases. . . . . . . . . . . . . . 80
(h) Assignment and Assumption of Receivables
and Customer Purchase Orders . . . . . . 80
(i) Prorations . . . . . . . . . . . . . . . 80
(j) Certificates of Good Standing. . . . . . 80
(k) Corporate Resolutions. . . . . . . . . . 80
(l) Transition Service Agreement . . . . . . 80
(m) Opinion of Counsel . . . . . . . . . . . 80
(n) Warranty Deeds . . . . . . . . . . . . . 81
(o) Title Policies . . . . . . . . . . . . . 81
(p) Possession . . . . . . . . . . . . . . . 81
(q) Other Instruments. . . . . . . . . . . . 81
10.5. Affidavit . . . . . . . . . . . . . . . . . . 81
10.6. Representations and Warranties True . . . . . 81
10.7. Performance of Covenants. . . . . . . . . . . 81
10.8. No Material Adverse Change. . . . . . . . . . 82
10.9. Waiver. . . . . . . . . . . . . . . . . . . . 82

ARTICLE XI: CLOSING . . . . . . . . . . . . . . . . . . . 82

11.1. Time and Place of Closing . . . . . . . . . . 82
11.2. The Closing . . . . . . . . . . . . . . . . . 83
11.3. Simultaneous Delivery . . . . . . . . . . . . 83

ARTICLE XII: TERMINATION PRIOR TO CLOSING. . . . . . . . . 83
12.1. Termination . . . . . . . . . . . . . . . . . 83

ARTICLE XIII: INDEMNIFICATION . . . . . . . . . . . . . . . 84

13.1. Seller's Indemnity. . . . . . . . . . . . . . 84
13.2. Purchaser's Indemnity . . . . . . . . . . . . 85
13.3. Indemnification Procedure . . . . . . . . . . 86
13.4. Limitation of Claims. . . . . . . . . . . . . 89

ARTICLE XIV: DEFINITIONS . . . . . . . . . . . . . . . . . 89

ARTICLE XV: MISCELLANEOUS PROVISIONS. . . . . . . . . . . 103

15.1. Further Assurance and Assistance. . . . . . . 103
15.2. Transfer and Other Taxes. . . . . . . . . . . 103
15.3. Amendment and Modification. . . . . . . . . . 103
15.4. Waiver of Compliance. . . . . . . . . . . . . 104
15.5. Expenses. . . . . . . . . . . . . . . . . . . 104
15.6. Definition of "Knowledge" . . . . . . . . . . 104
15.7. Bulk Transfer Laws. . . . . . . . . . . . . . 104
15.8. Notices . . . . . . . . . . . . . . . . . . . 105
15.9. Assignability of Agreement. . . . . . . . . . 105
15.10. Disputes; Arbitration . . . . . . . . . . . . 105
15.11. Governing Law . . . . . . . . . . . . . . . . 108
15.12. Counterparts. . . . . . . . . . . . . . . . . 108
15.13. Headings. . . . . . . . . . . . . . . . . . . 109

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15.14. Entire Agreement. . . . . . . . . . . . . . . 109
15.15. Schedules . . . . . . . . . . . . . . . . . . 109
15.16. Third Party Beneficiaries . . . . . . . . . . 109

EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit A Assignment and Assumption of Personal Property
Leases
Exhibit B Bill of Sale (Machinery and Equipment)
Exhibit C Noncompete Agreement
Exhibit D Assignment and Assumption of Division Contracts
Agreement
Exhibit E Assignment of Trade Names
Exhibit F Assignment and Assumption of Assumed Liabilities
Exhibit G Form of Warranty Deed
Exhibit H Assignment and Assumption of Sales Office Leases
Exhibit I Assignment and Assumption of Receivables and
Customer Purchase Orders
Exhibit J Environmental Disclosure Document
Exhibit K Transition Service Agreement
Exhibit L Supply Agreement
Exhibit M Form of Opinion of Purchaser's Counsel
Exhibit N Form of Opinion of Seller's Counsel

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SCHEDULES

Schedule 1.1(a) The Facilities
Schedule 1.1(b) Inventory Terms
Schedule 1.1(d) Other Current Assets
Schedule 1.1(e) Machinery and Equipment
Schedule 1.1(f) Trade Names
Schedule 1.1(g) Personal Property Leases
Schedule 1.1(h) Sales Office Leases
Schedule 1.1(l) Permits
Schedule 2.1(a) Accounts Payable
Schedule 2.1(b) Accrued Liabilities
Schedule 4.1 Wilson - Foreign State Qualifications
Schedule 4.3 Seller's Consents and Approvals
Schedule 4.4 Permit Violations
Schedule 4.5 Purchased Assets - Liens
Schedule 4.7 Services
Schedule 4.9 Legal Proceedings
Schedule 4.10A Employee Welfare Benefit Plans and Employee
Pension Benefit Plans
Schedule 4.10B Collective Bargaining Agreements
Schedule 4.11 Division Contracts
Schedule 4.12 Self Insurance Risk
Schedule 4.13 Financial Statements
Schedule 4.16 No Notices
Schedule 4.21 Taxes
Schedule 4.22 Assessed Value
Schedule 4.23 Zoning Notices
Schedule 4.26 Environmental Matters
Schedule 4.28 Condition of the Facilities
Schedule 4.31 Absence of Changes or Events
Schedule 4.32 Net Fixed Assets
Schedule 5.03 No Violation
Schedule 6.2 Capital Expenditures
Schedule 6.4 Absence of Certain Developments
Schedule 7.18 The Copack Agreements

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (herein referred to as the
"Agreement"), made as of the 29th day of April, 1995, by and among THORN
APPLE VALLEY, INC., a Michigan corporation ("Purchaser"), and DOSKOCIL
COMPANIES INCORPORATED, a Delaware corporation ("Doskocil"), and WILSON FOODS
CORPORATION, a Delaware corporation ("Wilson"), CONCORDIA FOODS CORPORATION,
a Delaware corporation ("Concordia"), DIXIE FOODS COMPANY, a Delaware
corporation ("Dixie"), and SHREVEPORT FOODS COMPANY, a Delaware corporation
("Shreveport"), Wilson, Concordia, Dixie and Shreveport collectively with
Doskocil, are herein referred to as the "Seller" or "Sellers".

W I T N E S S E T H:

WHEREAS, Doskocil is a producer and marketer of perishable food
products which include processed meat products consisting of hams, bacon,
franks and sausage throughout much of the United States through the Doskocil
Retail Division (as defined herein, the "Division"); and

WHEREAS, the Division products are primarily produced in three
manufacturing facilities owned by Seller, located in Concordia, Missouri,
Forrest City, Arkansas and Shreveport, Louisiana (the "Facilities") with
additional ham products being manufactured at a facility dedicated to
Doskocil, located in Council Bluff, Iowa owned and operated by IBP, Inc.; and

WHEREAS, in connection with the operation of the Division Sellers
own certain other assets, including Inventory, Machinery and Equipment,
Receivables, Sellers' Marks, Customer Lists, each of

<PAGE>

which is hereinafter defined, and other tangible and intangible personal
property; and

WHEREAS, the Facilities are owned by Concordia, an indirect
subsidiary of Doskocil, and Wilson and Dixie, subsidiaries of Doskocil; and

WHEREAS, Seller desires to sell or assign and Purchaser desires to
purchase or receive, as assignee or otherwise, all of the assets of the
Division and certain of the liabilities of the Division (the "Assumed
Liabilities," as herein defined) which Purchaser shall assume upon the terms
and subject to the conditions of this Agreement; and

WHEREAS, Seller is willing to enter into a noncompetition agreement
with Purchaser in accordance with the terms and provisions of a Noncompete
Agreement (as herein defined) with respect to the territory described in the
Noncompete Agreement.

NOW, THEREFORE, for and in consideration of the recitals and of the
premises and mutual covenants, agreements, representations and warranties
contained herein and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.1. PURCHASED ASSETS. In consideration of the Purchase Price and
the Earnout Amount (each as defined and determined in accordance with and
paid as set forth in ARTICLE III below) and the

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assumption of the Assumed Liabilities (as defined in SECTION 2.1), and upon
the terms and subject to the conditions set forth in this Agreement, Seller
agrees to sell, assign, transfer, convey and deliver to Purchaser and
Purchaser agrees to purchase, accept, acquire and take assignment and
delivery from Seller of, the following assets (all of which assets are
hereinafter referred to collectively as the "Purchased Assets"):

(a) THE FACILITIES. All of Seller's right, title
and interest in and to the Facilities described on SCHEDULE 1.1(a)
hereto (including all owned furniture, fixtures and improvements
located at the Facilities whether or not listed as a Purchased
Asset).

(b) INVENTORIES. All good and saleable Inventories as of the
Closing Date, together with all good and saleable Inventories and supplies
owned by Seller in the ordinary course of business prior to the Closing Date
and received after the Closing Date (the "Inventory in Transit"), determined
in accordance with the inventory terms attached hereto on SCHEDULE 1.1(b).

(c) RECEIVABLES. All of Seller's right, title and interest
in and to the account receivables, net of the reserves, a list of which has
been delivered to Purchaser upon the execution of this Agreement, subject to
the confidentiality provisions of SECTION 7.11 which list shall be updated to
the Closing Date in accordance with SECTION 7.15 (the "Receivables").

(d) OTHER CURRENT ASSETS. All of Seller's right, title and
interest in and to the other current assets used by the

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Division in the conduct of its business listed on SCHEDULE 1.1(d) hereto,
which schedule shall be updated to the Closing Date in accordance with
SECTION 7.15 (the "Other Assets").

(e) MACHINERY AND EQUIPMENT. All of Seller's right, title
and interest in and to the machinery and equipment, tooling and tools either
owned and used by the Division or subject to capital lease agreements and
used by the Division in the conduct of its business listed on SCHEDULE 1.1(e)
hereto by major items (or categories of items, where appropriate), together
with a description of each item (or category of items) and a statement of the
date of acquisition and the location of each item (or category of items),
which schedule shall be updated to the Closing Date in accordance with
SECTION 7.15 (the "Machinery and Equipment").

(f) TRADEMARKS, TRADE NAMES. All of Sellers' right, title
and interest in and to the trademarks, service marks and trade names listed
on SCHEDULE 1.1(f) and the related logos, symbols and copyrights herein
collectively referred to as "Sellers' Marks."

(g) PERSONAL PROPERTY LEASES. All of Seller's right, title
and interest under each of the transferable leases for tangible assets and
property leased by Seller located in or at the Facilities and/or used in the
operation of the Division, as of the Closing, a current list of such
transferable leases (together with all amendments, modifications or
assignments thereof) is set forth on SCHEDULE 1.1(g) (the "Personal Property
Leases"). The Personal

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<PAGE>

Property Leases include both operating leases and capitalized leases.

(h) DIVISION SALES OFFICE LEASES. All of Seller's right,
title and interest under each of the transferable Division sales office
leases and all personal property located at the sales office premises
regardless of whether or not such items are described as Purchased Assets
herein, as of the Closing, a list of which leases (together with all
amendments, modifications, or assignments thereof) is set forth on SCHEDULE
1.1(h) (the "Sales Office Leases").

(i) COVENANT NOT TO COMPETE. The Noncompete Agreement
attached hereto as EXHIBIT C which Seller and Purchaser shall execute and
deliver each to the other at the Closing.

(j) CUSTOMER LIST. The list of the Division's customers as
of the Closing (including past known customers) which has been delivered to
Purchaser upon the execution of this Agreement, subject to the
confidentiality provisions of SECTION 7 .11.

(k) PURCHASE ORDERS. All of Seller's rights under, and
interest in, all Division customer purchase orders ("Customer Purchase
Orders") as of the Closing Date.

(l) WARRANTIES; LICENSES AND PERMITS. All of Seller's right,
title and interest in and to all transferable warranties related to the
Purchased Assets, licenses, registrations and permits, to the extent legally
transferable and necessary and requisite or convenient for the use and
operation of the Purchased

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<PAGE>

Assets and the Division which licenses and permits are listed on SCHEDULE
1.1(l).

(m) BOOKS AND RECORDS; TELEPHONE NUMBERS. Copies of all of
the operating data and records of the Division, including, without
limitation, copies of books, records, order files and credit histories,
supplier information, purchasing records, technical and repair data and
manuals, and invoices, and the right to use the telephone number or numbers
primarily used by the Division immediately prior to Closing.

1.2. EXCLUDED ASSETS. The Seller is not selling and Purchaser
shall not acquire from Seller any of the following assets or any interest
therein:

(a) except as provided in this Agreement, any interest in or
any rights to any patent, trade name, trademark, service mark or logo owned
or used by Seller, Doskocil, or any affiliate thereof;

(b) cash, prepaid expense items (except those which are
listed on SCHEDULE 1.1(d)), certificates of deposit, stamps, checks, trade
coupons, and other paper representing a right to receive payment from a third
party other than the Receivables and Customer Purchase Orders (collectively,
"Cash Equivalents");

(d) all of Seller's right, title and interest in and to 1650
Aldelman ham molds used in the production of deli honey-

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cooked hams at Council Bluff, Iowa and the assets associated with the Dixie
Spice Operation.

(e) refunds attributable to the Division or the Seller;

(f) all claims, choses in action and rights or actions by
Seller against third parties EXCEPT (i) contract rights under the Division
Contracts (as herein defined) Personal Property Leases, Sales Office Leases,
Customer Purchase Orders and Receivables and (ii) rights under transferable
warranties relating to the Purchased Assets;

(g) the licenses and permits, if any, used in connection with
the Purchased Assets, to the extent not lawfully transferable; and

(h) any other asset of Seller not specifically listed in this
Agreement or the Schedules and agreements contemplated hereby as being
transferred to Purchaser in connection with the transactions contemplated
hereby.

ARTICLE II

ASSUMPTION OF LIABILITIES

2.1. LIABILITIES ASSUMED. Upon the terms and subject to the
conditions set forth in this Agreement, on and as of the Closing Date,
Purchaser shall timely assume and thereafter shall perform and discharge (i)
the accounts payable of the Division listed and described on SCHEDULE 2.1(a)
hereto, which schedule shall be updated to the Closing Date in accordance
with SECTION

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7.15 (the "Accounts Payable"); (ii) the accrued liabilities of the Division
listed and described on SCHEDULE 2.1(b) hereto, which schedule shall be
updated to the Closing Date in accordance with SECTION 7.15 (the "Accrued
Liabilities"); (iii) the Copack Agreements described in SECTION 7.18 and
listed on SCHEDULE 7.18; (iv) the Division Contracts described in SECTION
4.11 and listed on SCHEDULE 4.11 hereto, which schedule shall be updated to
the Closing Date in accordance with SECTION 7.15; (v) except such obligations
and liabilities that are retained or assumed by Seller under this Agreement,
any and all obligations and liabilities arising from the Facilities accruing
and arising from and after the Closing, such as taxes, utilities and similar
periodic charges; (vi) any and all other obligations and liabilities
specifically assumed by Purchaser in accordance with this Agreement; (vii)
the Personal Property Leases that will be the subject of the Assignment and
Assumption of Personal Property Leases (EXHIBIT A), which Personal Property
Leases are to be transferred to the Purchaser as of the Closing, as a
Purchased Asset; (viii) the Sales Office Leases which are the subject of the
Assignment and Assumption of Sales Office Leases (EXHIBIT H), which leases
are to be transferred to the Purchaser as of the Closing, as a Purchased
Asset; (ix) the taxes, costs, fees, charges and the Earnout Amount that
Purchaser has agreed to pay pursuant to SECTIONS 3.3, 3.4, 15.2 and 15.5
hereof; and (x) Seller's obligations for capital commitments described on
SCHEDULE 6.2 hereto or incurred with the consent of Purchaser pursuant to
SECTION 6.2 (subsections (i)

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through (xi) herein collectively referred to as the "Assumed Liabilities").

2.2. NON-ASSUMPTION OF OTHER LIABILITIES. Other than the Assumed
Liabilities, Purchaser shall not assume nor be deemed to assume, or in any
way be liable or responsible for any liability or obligation (debt or
otherwise) of Seller (the "Excluded Liabilities") which shall include, but
not be limited to, any and all debts, liabilities and obligations which
accrued on or before the Closing Date in respect to the Copack Agreements,
the Division Contracts, the Personal Property Leases and the Sales Office
Leases (the "Contract Obligations"); PROVIDED, HOWEVER, Purchaser shall be
obligated and liable for any and all debts, liabilities and obligations which
accrue after the Closing Date arising under the Contract Obligations.

ARTICLE III

PURCHASE PRICE AND PAYMENT; ALLOCATIONS; PRORATIONS

3.1. THE PURCHASE PRICE AND PAYMENT.

(a) PURCHASE PRICE AT CLOSING. Purchaser shall pay to Seller
for the Purchased Assets the sum of (i) the Net Working Capital as of the end
of the Doskocil accounting period for fiscal year 1995 next before the
Closing Date (the "Period End") PLUS (ii) $22,745,000 (the "Net Fixed Asset
Amount") and PLUS (iii) $33,572,000 (herein referred to as the "Premium")
MINUS the Long Term Debt Obligations as of the Period End, collectively
herein referred to as the "Purchase Price". The Purchase Price shall be

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as reflected in a balance sheet of the Division (excluding the Excluded
Assets and Excluded Liabilities) prepared by Doskocil in accordance with its
consistently applied internal accounting procedures (except as related to the
Net Fixed Assets which shall be reflected as the Net Fixed Asset Amount), a
copy of which shall be delivered by Doskocil to Purchaser two days prior to
Closing.

(b) PAYMENT OF THE PURCHASE PRICE. At the Closing, Purchaser
shall pay Doskocil the Purchase Price by wire transfer of readily available
funds to an account of Wilson Brands Corporation at the First Bank N.A.,
Minneapolis, Minnesota, Account No. 1-602-3419-0512R (the "Doskocil
Account").

(c) ADJUSTED PURCHASE PRICE. The Adjusted Purchase Price
shall mean the sum of the (i) Net Working Capital as of the day immediately
preceding the Closing Date (the "Measuring Date"), (ii) the Net Fixed Asset
Amount and (iii) the Premium MINUS the Long Term Debt Obligations as of the
Measuring Date. In order to determine the Adjusted Purchase Price, Purchaser
and Seller shall take a physical inventory of the Inventory on the weekend
prior to the Closing Date. The portion of the Adjusted Purchase Price
attributable to Net Working Capital (excluding Inventory) and Long Term Debt
Obligations shall be as reflected on the books of account of Seller as of the
Period End adjusted to the Measuring Date. The Inventory shall be valued in
accordance with SCHEDULE 1.1(b). The Accounts Payable, the Receivables and
the Accrued Liabilities shall be reconciled and adjusted to the Closing Date
and new lists of the Accounts Payable (SCHEDULE 2.1(a)), the Accrued
Liabilities

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(SCHEDULE 2.1(b)), the Receivables and Other Current Assets (SCHEDULE 1.1(d))
as of the Measuring Date shall be prepared by Doskocil. The Long Term Debt
Obligations shall be adjusted from the Period End to the Measuring Date and a
reconciled schedule of the IDB Obligations and the Capital Lease Obligations
shall be prepared by Doskocil.

Within fourteen days following Closing, Doskocil shall prepare and
furnish to Purchaser a detailed accounting of (i) the book value of the
Inventory computed from Seller's books of account as of the Measuring Date in
accordance with SCHEDULE 1.1(b) and (ii) the computation of the Net Working
Capital (excluding the Inventory) and the Long Term Debt Obligations, as
determined from Seller's books of account as of the Measuring Date, as
hereinabove provided. Purchaser shall then have a period of time not
exceeding sixty days after its receipt of such detailed accounting in which
to examine such accounting, during which time Purchaser and Seller shall
fully cooperate each with the other to resolve disputes, if any. On the
first business day following such sixty day period, the difference (if any)
between the Purchase Price paid by Purchaser at the Closing, and the Adjusted
Purchase Price determined pursuant to this SECTION 3.1(c) shall be settled
between the parties, either by way of (i) the delivery of a check from
Purchaser to Seller for such difference in the event that the Adjusted
Purchase Price is greater than the Purchase Price or (ii) the delivery of a
check from Seller to Purchaser for such difference in the event that the
Adjusted Purchase Price is less

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than the Purchase Price. In the event that prior to the termination of the
provisions of Article I of the Supply Agreement (EXHIBIT L), Seller has not
conveyed unencumbered title to the Farmland Equipment to Purchaser, Seller
shall pay Purchaser in lieu of conveying such equipment, the sum of $174,000.
In the further event that Purchaser and Doskocil are unable to resolve any
dispute involved in the determination of the Adjusted Purchase Price in
accordance with this SECTION 3.1(c), the payment required to be made with
respect to the Adjusted Purchase Price as herein described shall be delayed
until such dispute shall have been settled by arbitration in accordance with
Section 15.10 of this Agreement.

3.2. ALLOCATIONS.

(a) ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be
allocated among the Purchased Assets as mutually agreed by Purchaser and
Doskocil after calculation of the Adjusted Purchase Price, and as set forth
on a certificate signed by Purchaser and Doskocil (the "Allocation
Certificate").

(b) REPORTING REQUIREMENTS. Purchaser and Seller hereby
agree that they shall not take any position or action inconsistent with the
allocations agreed to in accordance with this SECTION 3.2, including without
limitation positions or actions taken in connection with complying with the
Code and the regulations promulgated thereunder. Doskocil and Purchaser
shall consult with each other in the preparation of Internal Revenue Service
Form 8594 to be filed in connection with the transaction

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set forth in this Agreement which form shall be prepared consistent with the
provisions of SECTION 3.2(a) hereof.

3.3. CASH EQUIVALENTS, COSTS AND PRORATIONS.

(a) CASH EQUIVALENTS. As of the Closing Date, Doskocil shall
collect and retain such Cash Equivalents held in or attributable to the
Division that it can reasonably collect. Purchaser shall pay over to Doskocil
all Cash Equivalents it receives from third parties following the Closing.

(b) BASIC PRORATIONS; TAXES.

(i) As of the day after the Closing Date, the real and
personal property taxes, water, gas, electricity and other utilities, taxes
and similar periodic charges for 1995 related to the Book Assets, local
business or other transferable license fees, rents and other similar periodic
charges, shall be prorated between Purchaser and Seller on the basis of
actual amounts billed for such year or, if not so billed, on the basis of
100% of such actual taxes or charges assessed or levied in 1994 or by using
such other method of determination as the parties may agree, adjusted to
reflect changes in assessments or rates of taxes known as of the Closing Date.

(ii) To the extent practicable, utility meter readings
shall be determined as of the Closing Date.

(iii) To the extent possible, all prorated amounts shall
be reflected as appropriate adjustments to the amount to be paid to or
charged to the Purchaser and Doskocil at the time of the delivery of the
Purchased Assets at the Closing. Prorated

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amounts that are not paid at the Closing or before shall be settled between
Doskocil and Purchaser as soon as possible following the Closing.

(iv) In calculating the prorations hereunder, Doskocil
shall pay all amounts accruing through the Closing Date, and Purchaser shall
pay all amounts accruing after such date.

(v) All prorated amounts shall be reflected as
appropriate adjustments to the Purchase Price paid at Closing.

3.4. THE EARNOUT. In addition to the Purchase Price, Doskocil shall
be entitled to receive and Purchaser shall pay to Doskocil up to an
additional $10 million (the "Earnout Amount") for the Purchased Assets
computed as follows:

For a period commencing on the Closing Date and ending June 1,
2000 (the "Earnout Period"), Doskocil shall be entitled to receive 12.5% of
the amount by which the Market Value (as herein defined) of all of
Purchaser's equity securities exceeds the greater of (i) $156.6 million, or
(ii) the highest Market Value on any prior Determination Date (as herein
defined), on each Determination Date; PROVIDED, HOWEVER, the aggregate of all
such payments shall not exceed the Earnout Amount. Payments on the Earnout
Amount shall be determined semi-annually commencing on December 1, 1995 and
on each December 1 and June 1 through June 1, 2000, the expiration of the
Earnout Period (such days, including the day on which the Earnout Period
expires, being herein referred to as the "Determination Dates"); with any
payment due within five (5) business days following each such Determination
Date. The

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Market Value of Purchaser's equity securities shall be determined by
multiplying the average of the closing prices, as reported by NASDAQ (or by
the New York Stock Exchange Composite Transactions or the American Stock
Exchange or on such other national or regional exchange, if such securities
are moved to any of such exchanges), of Purchaser's equity securities on the
last trading day of each month during the six month period prior to each
Determination Date by the total number of issued and outstanding shares of
equity securities of Purchaser as of the Determination Date. For example, if
the Market Value of Purchaser's common stock is calculated to be $158 million
at December 1, 1995, Doskocil shall be entitled to a payment on the Earnout
Amount of $175,000 ($158 million - $156.6 million = $1.4 million x .125 =
$175,000). If on June 1, 1996, the Market Value of Purchaser's common stock
is calculated to be $157.8 million, Doskocil will not be entitled to a
payment on such Determination Date, but, however, if on December 1, 1996, the
Market Value of Purchaser's common stock is calculated to be $160 million,
Doskocil shall be entitled to receive an additional payment on the Earnout
Amount of $250,000 ($160 million - $158 million = $2 million x .125 =
$250,000). Such payments to be made until the earlier of (i) the day which
is five years from the Closing Date and (ii) the receipt by Doskocil of the
Earnout Amount. In the event that the equity securities of Purchaser ceases
to be publicly traded during the Earnout Period, the balance, if any, of the
Earnout Amount shall be due and payable to

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Doskocil by Purchaser on a pro rata basis on subsequent Determination Dates
through the end of the Earnout Period.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers, jointly and severally, hereby represent and warrant to the
Purchaser as follows:

4.1. ORGANIZATION AND QUALIFICATION. Doskocil is a corporation
duly organized, validly existing and in good standing under the laws of
Delaware and has the requisite corporate power and authority to carry on its
business as it is now being conducted. Doskocil is duly qualified to do
business and in good standing as a foreign corporation in each state where
the character of the property owned by it or the nature of its activities
makes such qualifications necessary, including in the states of California,
Georgia, Kansas and Oklahoma. Wilson is a corporation duly organized,
validly existing and in good standing under the laws of Delaware and has the
requisite corporate power and authority to carry on its business as it is now
being conducted. Wilson is duly qualified to do business and in good standing
as a foreign corporation in each state where the character of the property
owned by it or the nature of its activities makes such qualification
necessary, including in the states set forth on SCHEDULE 4.1 hereto.
Concordia is a corporation duly organized, validly existing and in good
standing under the laws of Delaware and has the requisite corporate power and
authority to carry on its

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business as it is now being conducted. Concordia is duly qualified to do
business and in good standing as a foreign corporation in each state where
the character of the property owned by it or the nature of its activities
makes such qualifications necessary, including in the state of Missouri.
Dixie is a corporation duly organized, validly existing and in good standing
under the laws of Delaware and has the requisite corporate power and
authority to carry on its business as it is now being conducted. Dixie is
duly qualified to do business and in good standing as a foreign corporation
in each state where the character of the property owned by it or the nature
of its activities makes such qualifications necessary, including in the state
of Arkansas. Shreveport is a corporation duly organized, validly existing
and in good standing under the laws of Delaware and has the requisite
corporate power and authority to carry on its business as it is now being
conducted. Shreveport is duly qualified to do business and in good standing
as a foreign corporation in each state where the character of the property
owned by it or the nature of its activities makes such qualifications
necessary, including in the state of Louisiana.

4.2. DUE AUTHORIZATION. Seller has full corporate power and
authority to enter into and perform this Agreement and all other agreements
and to consummate the transactions contemplated hereby and thereby. The
execution, delivery and performance by Seller of this Agreement have been,
and the execution, delivery and performance by Seller of all other agreements
and transactions contemplated hereby and thereby have been or prior to
Closing will

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be, duly authorized and approved by all requisite corporate action on the
part of Seller. This Agreement has been, and the other agreements
contemplated hereby, when executed, will be, duly executed and delivered by
Seller and, assuming the due authorization, execution and delivery hereof and
thereof by the other parties hereto or thereto, this Agreement constitutes
and, when executed, each of the other agreements contemplated hereby will
constitute, a valid and binding obligation of Seller, enforceable against
Seller in accordance with its terms subject to applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent conveyance and similar
laws affecting creditors' rights generally from time to time and to general
principles of equity.

4.3. NO VIOLATION. The execution, delivery and performance by
Seller of this Agreement and the other agreements and transactions
contemplated hereby and thereby will not cause any of the Sellers to violate
any provision of their respective Certificates of Incorporation or By-laws.
Except as described in SCHEDULE 4.3, Seller is not subject to or obligated
under any provision of (i) any contract, indenture, deed of trust, mortgage,
loan agreement or other instrument or other agreement, (ii) any license,
franchise or permit, or (iii) any law (other than laws applicable to bulk
sales transactions, compliance with such bulk sales laws is waived by
Purchaser pursuant to SECTION 15.7 hereof), rule, regulation, order, judgment
or decree, which would be breached or violated or in respect of which a right
of termination or acceleration or any encumbrance, charge or lien on any
portion

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of the Purchased Assets would be created by Seller's execution, delivery and
performance of this Agreement or the other agreements and transactions
contemplated hereby and thereby except for those breaches, defaults and
violations that either (i) Doskocil shall have cured at or before the Closing
or (ii) which would not have a material effect on the Purchased Assets or the
business of the Division.

Except for the H-S-R Act filings which will be made as soon as
shall be practicable after the execution of this Agreement and the expiration
of the waiting period thereunder, no consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority or other person or entity (whether or not governmental) is required
in connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, except as listed on
SCHEDULE 4.3.

4.4. PERMITS. Seller has made available to Purchaser true, correct
and complete copies of all permits, licenses or other governmental approvals
of any kind listed on SCHEDULE 4.4 (collectively the "Permits"). The Permits
listed on SCHEDULE 1.1(l) are transferrable to Purchaser. To Seller's
knowledge, there are no permits, licenses or other approvals of any kind
required by any governmental authority in connection with the use and
occupancy of the Facilities, except as listed on SCHEDULE 4.4 hereto. Except
as also set forth on SCHEDULE 4.4, Seller has not received notification of
the violation, revocation or nonrenewal nor has it

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received notice of threatened revocations or nonrenewals of any material
Permit and to the knowledge of Sellers, (i) no violation of any of the
Permits has occurred at any time during the twelve months prior to the date
hereof that would result in a material adverse effect on the operation of the
Purchased Assets or the business of the Division, (ii) all the material
Permits are in full force and effect, (iii) no action has been taken by
Seller which would constitute a violation of any of the Permits and (iv) the
material Permits have been duly and validly issued and constitute all
permits, licenses or other governmental approvals necessary to operate or use
the Purchased Assets in the manner in which the Purchased Assets are
currently being operated. Seller's operations with respect to the Division
are in compliance with applicable federal, state and local laws, ordinances,
rules and regulations, except for such instances of noncompliance which,
individually or in the aggregate, are not material, do not result in any
lien, claim or encumbrance on any of the Purchased Assets and do not have a
material effect on Purchaser's use of any of the Purchased Assets.

4.5. PURCHASED ASSETS. Except as set forth in SCHEDULE 4.5 and the
Permitted Exceptions described in SECTION 7.5, Seller owns, or on the
Closing Date will own, and Purchaser will receive indefeasible, good and
marketable title to all of the Purchased Assets, in each case subject to no
liens, mortgages, pledges, privileges, adverse claims, security interest,
encumbrances or charges of any kind.

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4.6. SIC CODE. The Division's SIC Code is 2010, which is the SIC
Code under which the Division reports to the Department of Commerce.

4.7. CONDITION OF PURCHASED ASSETS.

(a) CONDITIONS. Except as expressly otherwise set forth in
this Agreement, the Purchased Assets shall be conveyed to the Purchaser, the
personal property under the Personal Property Leases and the leasehold
estates subject to the Sales Office Leases shall be assigned to the
Purchaser, on an "AS IS, WHERE IS," BASIS, WITHOUT ANY REPRESENTATION OR
WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AS TO THE
CONDITION OF SUCH ASSETS OR FITNESS OF SUCH ASSETS FOR ANY PARTICULAR OR
GENERAL USE OR PURPOSE OR FOR THE PURCHASER'S OR SELLER'S BUSINESS OR AS TO
MATERIALITY, MERCHANTABILITY OR VALUE OF THE PURCHASED ASSETS. SELLER HEREBY
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE TO
PURCHASER BY ANY PERSON, WHETHER RELATING TO THE CONDITION, THE OPERATION OR
OTHERWISE OF THE PURCHASED ASSETS, EXCEPT AS HEREIN EXPRESSLY SET FORTH.
Such transfer shall vest in Purchaser the full recourse and right of
subrogation which Seller has or may have against all prior owners of such
assets (but without any representation or warranty that Seller has or may
have any such recourse or right).

Sellers represent, jointly and severally, however, that the
Purchased Assets are suitable and adequate and constitute all assets
necessary for the operation of the Division as presently conducted by Seller,
with the exception of the assets associated

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with the services to be provided pursuant to the Transition Service
Agreement and other services currently being performed by Doskocil
for the Division set forth on SCHEDULE 4.7.

(b) UTILITIES. Adequate public sanitary and storm
sewers, public water facilities, and other public utilities
necessary to Sellers' operation of the Facilities are installed and
operational. All utilities can be used without any charge except
normal and usual utility charges relating to consumption. All
utilities enter such property either through adjoining public
streets or within recorded easements. To Seller's knowledge there
has not been any notification of any increase or proposed increase
in the rates charged for the utilities from the rates currently in
effect.

(c) COMPLIANCE. Seller has not received any
notification or other document from any governmental authority or
any other person regarding any alleged violation of, or that Seller
may have liability under any Environmental Laws or applicable
zoning, building or other law, ordinance, code, or regulation
involving any of the Purchased Assets, except where the failure to
comply with such notification or document would not have a material
adverse effect on the use by Purchaser of each of such Purchased
Assets. Seller's operation of the Purchased Assets is in
compliance with the Environmental Laws and all applicable zoning,
building and other laws, ordinances, codes, and regulations as
presently interpreted and enforced, except where the failure to

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comply would not have a material adverse effect on the use by
Purchaser of such Purchased Assets.

(d) HAZARDOUS MATERIALS REPORTS. To Seller's
knowledge, Seller has delivered to Purchaser full, accurate, and
complete copies of any and all reports, studies, tests, and other
information in Seller's possession relating to the issue of the
presence or suspected presence of any Hazardous Materials at any of
the Facilities or the Purchased Assets. Seller shall promptly
following its receipt thereof, furnish to Purchaser full, accurate,
and complete copies of any such reports, studies, tests, and other
information hereafter obtained by Seller.

4.8. COMMISSIONS. No broker or finder has acted directly
or indirectly for Seller in connection with this Agreement, or any
other agreement or the transactions contemplated hereby, and no
broker or finder is entitled to any brokerage or finder's fee or
other commission in respect thereof based in any way on agreements,
arrangements or understandings made by or on behalf of Seller.

4.9. LEGAL PROCEEDINGS, DEFAULTS. Except as set forth on
SCHEDULE 4.9, there is no legal, administrative, arbitration or
other proceeding pending or outstanding order, writ, injunction or
decree of any court, government or governmental authority or
arbitration, of which the Seller has notice (or to the knowledge of
the Seller, which has been threatened), against Seller or relating
to the Purchased Assets which, if resolved against Seller, would
have a material adverse effect on the Purchased Assets or the
Division. Seller has not received notice of any default under any

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contract or agreement binding upon it, the effect of which would
have a material adverse effect on the Purchased Assets.

4.10. EMPLOYEE BENEFIT PLANS AND COLLECTIVE
BARGAINING AGREEMENTS.

(a) EMPLOYEE BENEFIT PLANS. SCHEDULE 4.10(a)
contains a complete list of "employee welfare benefit plans" (as
that term is defined in Section 3(1) of ERISA) in which active or
former Facility Union Employees and Non-Union Employees
(collectively, the "Affected Employees") participate (which plans,
as applied to such Affected Employees are hereinafter referred to
as "Seller's Welfare Plans"). SCHEDULE 4.10(a) also contains a
complete list of "employee pension benefit plans" (as that term is
defined in Section 3(2) of ERISA), excluding any "multiemployer
pension plans" (as that term is defined in Section 3(37)(A) of
ERISA) in which Affected Employees participate and all other plans
affecting any of the other employees (which plans, other than
multiemployer plans, as applied to such Affected Employees are
hereinafter referred to as "Seller's Pension Plans"). Seller's
Welfare Plans and Seller's Pension Plans are hereinafter
collectively referred to as "Seller's Plans". Each of Seller's
Plans is in material compliance with the provisions of all
applicable laws, rules and regulations, which shall include by
example and not by limitation ERISA and the Code except where
failure to comply would not have a material adverse effect on the
Purchased Assets.

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(b) COLLECTIVE BARGAINING AGREEMENTS. SCHEDULE
4.10(b) contains a complete and accurate list of all collective
bargaining agreements affecting the Facility Union Employees of
Seller who are assigned to the Division.

4.11. DIVISION CONTRACTS. SCHEDULE 4.11 contains a
complete and accurate list, as of the date of this Agreement, of
(i) all agreements or arrangements, oral or written, between Seller
and Division customers, (ii) all agreements and arrangements, oral
or written, between Seller and the Division employees, (iii) all
agreements and arrangements, oral or written, between Seller and
its shareholders, officers or directors that relate to ownership or
operations of the Purchased Assets or the business of the Division,
and (iv) all material agreements, oral or written, including the
Copack Agreements, relating to any of the Purchased Assets or by
which any of the Purchased Assets are bound (collectively as
updated to the Closing Date, the "Division Contracts"). Complete
copies of all written Division Contracts have been provided to
Purchaser and complete summaries of all oral Division Contracts are
attached to SCHEDULE 4.11. Except as set forth in SCHEDULE 4.11,
(x) Seller is in substantial compliance with its obligations under
the Division Contracts, has received no notice from the other
parties thereto of any actual or alleged material default or breach
by Seller nor, to Seller's knowledge, does there exist any default
or breach by any of the other parties thereto, nor to Seller's
knowledge has any event occurred which, with the passage of time or
the giving of notice (or both), would constitute such a breach or

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default by Seller or any other party and (y) none of the Division
Contracts require the consent of the other contracting party for
assignment to Purchaser. Seller shall assign all of its right,
title and interest in and to the Division Contracts as of the
Closing; provided, no Division Contract which is by terms or by
law not assignable without the consent of the other party or
parties, where such consent or approval has not been given, or as
to which all the remedies for the enforcement thereof available to
Seller would not by law pass to Purchaser as an incident of the
assignments provided for by this Agreement, shall be assigned;
PROVIDED, HOWEVER, Seller shall provide Purchaser the benefits of
such unassigned Division Contract to the extent permitted by law.
To the extent that such Division Contracts have been assigned to
Purchaser, Purchaser shall assume Seller's obligations under the
Division Contracts as of the Closing Date and as and to the extent
permitted by applicable law.

4.12. INSURANCE. Doskocil maintains a named perils
policy (fire and extended coverage), a copy of which has been made
available for inspection by Purchaser, currently with Royal
Insurance Company covering the Facilities which coverage provides
for full replacement of the insured property, and for coverage of
business interruption losses, subject to a deductible of $100,000
(the "Insurance Deductible"). Such policy is in full force and
effect, all premiums with respect thereto covering all periods up
to and including the Closing Date have or will have been paid prior
to Closing, and no notice of cancellation or termination has been

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received by Seller with respect to such policy. Such policy (i) is
sufficient for compliance with all requirements of law and all
agreements to which Seller is a party; (ii) is valid, outstanding
and enforceable subject to applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent conveyance and similar laws
affecting creditors' rights generally from time to time and to
general principles of equity; (iii) will remain in full force and
effect through the Closing Date; and (iv) will not in any way be
affected by, or terminate or lapse until the Closing Date by reason
of, the transactions contemplated by this Agreement. SCHEDULE 4.12
identifies all risks which Seller has designated as being self-
insured with respect to the Purchased Assets. Seller is not in
default with respect to any provisions contained in the above
described insurance policy, and there are no outstanding notices of
cancellation or of any defects or inadequacies in connection with
the Facilities or operation thereof.

4.13. FINANCIAL STATEMENTS. The unaudited balance
sheet and unaudited income statement of the Division as of and for
the fiscal year ended December 31, 1994 (without footnotes), the
unaudited income statements of the Division for the fiscal years
1992 and 1993 (without footnotes) and the unaudited balance sheet
and unaudited income statement of the Division as of and for the
thirteen weeks ended April 1, 1995 (without footnotes),
collectively the "Financial Statements," are attached hereto as
SCHEDULE 4.13. The information contained in the Financial
Statements for fiscal years ended December 31, 1994, January 1,

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1994 and January 2, 1993 were included in the audited Financial
Statements of Doskocil for such fiscal years . The Financial
Statements present fairly, in all material respects, the financial
position of the Division as of December 31, 1994 and April 1, 1995,
and the results of operations for the years ended December 31,
1994, January 1, 1994 and January 2, 1993 and for the thirteen
weeks ended April 1, 1995 and have been prepared in accordance with
Doskocil's consistently applied internal accounting practices which
are in conformance with GAAP, except as set forth in SCHEDULE 4.13.
Except as set forth in SCHEDULE 4.13, the expenses included in the
Financial Statements include all expenses associated with, or
related to, the operation of the Division.

The balance sheet, accounting schedule and other
calculations which Doskocil is required to prepare and furnish to
Purchaser in accordance with SECTION 3 of this Agreement will
accurately and completely reflect the information required to be
furnished as of the applicable date and will be prepared in
accordance with Doskocil's consistently applied internal accounting
practices which will be in conformance with GAAP except as
described in SECTION 3 and as set forth in SCHEDULE 4.13.

4.14 MULTIEMPLOYER PENSION PLANS. None of the Sellers
maintains a "multiemployer pension plan" as defined in Section
3(37)(A) of ERISA and Section 414(f) of the Code which would apply
to any of the Facility Union Employees.

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4.15 NO CONDEMNATION. Seller is not aware of any pending
or threatened condemnation of any portion of any of the Facilities.

4.16 NO NOTICE OF VIOLATIONS. Except as set forth on
SCHEDULE 4.16, Seller has not received notice of any alleged
failure or failures of Seller to comply with any applicable
governmental requirements in respect of the use, occupation and
construction of the Facilities, including but not limited to
environmental, zoning, platting and other land use requirements
which have not been heretofore corrected to the satisfaction of the
appropriate governmental authority, and Seller has not received
notice of or does not have knowledge of any violations or
investigations relating to any such governmental requirement.
Seller has not received advice from any of its mortgagees or from
any insurer of the Facilities or any part thereof requesting any
improvements, alterations, additions, corrections, or other work
in, on or about the Facilities. Seller will promptly notify the
Buyer if Seller receives any such notice.

4.17 NO DEFAULTS. Seller has not received notice that it
has committed any default or breach of any covenants, conditions,
restrictions, rights-of-way, or easements which pertain to any of
the Facilities or any portion thereof, and to Seller's knowledge no
such default or breach now exists.

4.18 SPECIAL ASSESSMENT. No special or general
assessments have been levied against all or any part of any of the
Facilities, nor to Seller's knowledge have any such assessments
been threatened.

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4.19 INFORMATION CORRECT. To best of Seller's knowledge,
the lists, documents, data and information required to be delivered
by Seller to Purchaser pursuant to this Agreement are materially
complete and correct. Seller shall promptly inform Purchaser of
any material changes in the condition of the Facilities not
reflected in said documentation.

4.20 PUBLIC IMPROVEMENTS. There are no notices
outstanding calling attention to the need for any unperformed
curbing, recurbing, paving, repaving, or other construction,
improvements, or work on or about the Facilities or any streets or
roads abutting the Facilities, or the removal of any nuisance from
the Facilities or any of the foregoing. All street paving,
curbing, sewer installation, or other public improvements which
have been constructed or installed at the Facilities which have
been ordered to be constructed or installed and for the cost of
which the Facilities is assessable have been paid for and will not
be assessed and all assessments have been paid in full.

4.21 TAXES. To Seller's best knowledge, the total real,
personal and AD VALOREM taxes payable in 1995 with respect to all
of the Facilities are set forth on SCHEDULE 4.21.

For the year 1995 and subsequent years, Seller has not
received notice of any proposed increase in the assessed valuation
of the Facilities or any portion thereof. No other taxes, levies
or assessments are due or will become due with respect to the
Facilities.

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4.22. ASSESSED VALUE. The assessed values and taxes on
the Facilities for year 1994 which assessments have been made on a
fully completed building basis are set forth on SCHEDULE 4.22.

4.23. ZONING NOTICES. The zoning classifications of the
Facilities are as described on SCHEDULE 4.23.

Except as set forth on SCHEDULE 4.23, Seller has not
received from any governmental authority, holder of any mortgage,
or board of fire underwriters (or other body performing similar
functions) any notices asserting any violation of any applicable
law, regulation, or other governmental requirement. If such
notices are served or received prior to Closing, Seller will effect
full compliance therewith prior to Closing or as soon thereafter as
may be practicable.

4.24 PEST CONTROL. Seller maintains a program of control
regarding vermin and other pests at each of the Facilities in order
to keep the Facilities free from infestation in conformity with the
rules and regulations promulgated by the USDA.

4.25 SELLER NOT A FOREIGN PERSON. None of the Sellers is
a foreign person as defined in Section 1445(f)(3) of the Code.

4.26 ENVIRONMENTAL WARRANTIES. Except as set forth on
SCHEDULE 4.26, to the knowledge of Seller's, the Facilities and the
Machinery and Equipment :

(a) are free of friable asbestos;

(b) are free of PCB's;

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(d) are free from all other Hazardous Materials
requiring abatement or remediation under the
Environmental Laws.

To the best of Seller's knowledge, no fact, condition or
occurrence exists or has occurred that is related in any way to the
Facilities or the Machinery and Equipment that would afford any
governmental agency or any other person the right to obtain relief
of any material kind under the Environmental Laws from Seller or
Purchaser, assuming Purchaser should acquire the Facilities and the
Machinery and Equipment and should then use and operate them in the
same and identical manner in which they are currently being used
and operated.

4.27 SALES OFFICE LEASES. The following is true with
respect to each Sales Office Lease:

(a) The Sales Office Lease is valid and in full
force and effect in accordance with its terms, has not been
modified except as set forth on the copies delivered by Seller or
Doskocil to Purchaser, and SCHEDULE 1.1(h) contains an accurate and
complete list of all the material documents which comprise the
Sales Office Leases or affect the rights of the parties thereto.

(b) Subject to SECTION 3.3, all obligations of
Seller under the Sales Office Leases which accrue prior to or on
the Closing Date shall have been performed and paid for in full by
Seller on or prior to Closing.

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or lapse of time (or both), would constitute a default on
Doskocil's part under the Sales Office Leases.

4.28 CONDITION OF THE FACILITIES. To the best of
Doskocil's knowledge, there are no structural defects in any of the
Facilities, or major capital improvements required (which cost
would exceed $100,000), except as set forth on SCHEDULE 4.28.

4.29 SELLERS' MARKS. All of the Sellers' Marks are
listed or described on SCHEDULE 1.1(f) to this Agreement and,
except as disclosed in SCHEDULE 1.1(f), are the sole and exclusive
property of Seller. Except as disclosed on SCHEDULE 1.1(f), the
Sellers' Marks constitute all of the trademarks, trade names,
logos, symbols, copyrights and service marks that Seller is
currently using in connection with the business of the Division, or
which were used by Seller in connection with the sale of any
products the sales of which were reflected in the Financial
Statements. The Sellers' Marks are sufficient to conduct the
business of the Division as presently being conducted. Except as
disclosed on SCHEDULE 1.1(f), the Sellers' Marks have not been
hypothecated, assigned or licensed, in whole or in part, to any
other person or entity, and to the best of Sellers' knowledge, do
not infringe upon or violate the rights of any person or entity in
the jurisdictions in which they are used or registered, and are not
subject to challenge, claims of infringement, unfair competition or
other claims.

4.30 EMPLOYEES.

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(a) Doskocil has provided Purchaser a list, as of
the date of this Agreement, of all employees of the Division, and
their dates of hire, positions, base salary and commission schedule
(if applicable). Except as set forth on SCHEDULE 4.11, none of
such employees has any understanding or agreement (written or
otherwise) with Seller.

(b) Doskocil will, at Purchaser's request,
cooperate in assisting Purchaser in obtaining Seller's experience
rating for workers' compensation and state unemployment insurance;
provided, however, nothing herein contained shall require Seller to
provide any undertakings or guaranties or make any out-of-pocket
expenditures in connection with such cooperation.

4.31 ABSENCE OF CHANGES OR EVENTS. Except as disclosed
on SCHEDULE 4.31 to this Agreement or as disclosed in the Financial
Statements, Seller has operated the Division only in the ordinary
course and there has not been, since April 1, 1995, any material
adverse change in the financial position or results of operation of
the Division except changes resulting from economic conditions or
consumer trends affecting the branded meat industry in general.

4.32. NET FIXED ASSETS. Except as disclosed on SCHEDULE
4.32 and for minor or inconsequential items of little or no value
and for Excluded Assets, no item which was reflected as "Land,"
"Buildings" or "Machinery & Equipment" on the Consolidated Balance
Sheet of the Retail Division, dated January 28, 1995 of the
Division, which balance sheet is attached to SCHEDULE 4.32, has

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been transferred, sold, encumbered or otherwise disposed of since
January 28, 1995.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as follows:

5.1. ORGANIZATION AND QUALIFICATION. Purchaser is a
corporation duly organized, validly existing and in good standing
under the laws of Michigan and has the requisite corporate power
and authority to carry on its business as it is now being
conducted. Purchaser is duly qualified to do business and in good
standing as a foreign corporation in the states of California,
Illinois, Kansas, Massachusetts, Missouri, New Jersey, New York,
North Carolina, Ohio, Oklahoma, Pennsylvania, Tennessee and Utah.

5.2. DUE AUTHORIZATION. Purchaser has full corporate
power and authority to enter into and perform this Agreement and
all other agreements and to consummate the transactions
contemplated hereby and thereby. The execution, delivery and
performance by Purchaser of this Agreement has been, and the
execution, delivery and performance by Purchaser of all other
agreements and transactions contemplated hereby have been or prior
to Closing will be, duly authorized and approved by all requisite
corporate action on the part of Purchaser. This Agreement has
been, and the other agreements contemplated hereby, when executed,
will be, duly executed and delivered by Purchaser and, assuming the
due authorization, execution and delivery hereof and thereof by the

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other parties hereto and thereto, this Agreement constitutes and,
when executed, each of the other agreements contemplated hereby
will constitute, a valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms subject
to applicable bankruptcy, reorganization, insolvency, moratorium,
fraudulent conveyance and similar laws affecting creditors' rights
generally from time to time and to general principles of equity.

5.3. NO VIOLATION. The execution, delivery and
performance by Purchaser of this Agreement and the other agreements
and transactions contemplated hereby will not cause Purchaser to
violate any provision of its Articles of Incorporation or By-laws.
Except as described on SCHEDULE 5.3, Purchaser is not subject to or
obligated under any provisions of (i) any contract, indenture, deed
of trust, mortgage, loan agreement or other agreement, (ii) any
license, franchise or permit, or (iii) any law, rule, regulation,
order, judgment or decree, which would be breached or violated or
in respect of which a right of termination or acceleration or any
encumbrance, charge or lien on any portion of the Purchased Assets
would be created by Purchaser's execution, delivery and performance
of this Agreement or the other agreements and transactions
contemplated hereby except for those breaches, defaults and
violations that Purchaser shall have cured at or before the Closing.

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registration with, any governmental or regulatory authority or
other person or entity (whether or not government) is required in
connection with the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby.

5.4. COMMISSIONS. No broker or finder has acted directly
or indirectly for Purchaser in connection with this Agreement or
any other agreement or the transactions contemplated hereby or
thereby, and no broker is entitled to any brokerage or finder's fee
or other commission in respect thereof based in any way on
agreements, arrangements or understandings made by or on behalf of
Purchaser.

ARTICLE VI

CONDUCT OF BUSINESS PRIOR TO CLOSING

6.1. CONDUCT OF BUSINESS. The business of Seller with
respect to the Division between the date hereof and the Closing
Date, to the reasonable best efforts of Seller, shall be conducted
only in the ordinary course. Without limitation of the foregoing,
without the prior written consent of Purchaser, which consent shall
not be unreasonably withheld, Seller shall use its reasonable best
efforts to maintain the operation of the Division pending Closing
and in so doing shall (i) continue its business in the ordinary and
usual course through the Closing; (ii) maintain and repair all of
the Purchased Assets in accordance with past practice through the
Closing as long as such assets are in the possession of and owned
by Seller; (iii) use its reasonable best efforts to preserve the

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business organization and good will of the Division intact,
including Seller's relationships with suppliers, employees,
customers, brokers, agents and others as they relate to the
Purchased Assets or the Division through the Closing; (iv) not
enter into any material agreements, contracts, purchases or sales
in respect of the Purchased Assets and the Division except in the
ordinary course of business including any agreement, contracts,
purchases or sales that would dispose of the Purchased Assets; (v)
not transfer, sell, encumber or otherwise dispose of any of the Net
Fixed Assets, without the written approval of Purchaser; (vi)
comply with all applicable laws, rules and regulations of each
federal, state, municipal and administrative authority having
jurisdiction over the Purchased Assets and the operations of the
Division, and with the provisions of Seller's Plans, to the
Closing; (vii) operate the Purchased Assets as long as the
Purchased Assets are owned by and in possession of Seller in
accordance with past practices; (viii) maintain insurance in the
ordinary course of business with respect to the Purchased Assets,
including coverage for business interruption losses, as long as
the Purchased Assets are owned by and in the possession of Seller
until the Closing Date; (ix) not increase the base salary of any
Facility Union Employee or Non-Union Employee except in accordance
with Seller's past practices, existing agreements and Division
policies; (x) comply with its obligations, if any, under, and not
amend or modify, the Sales Office Leases and (xi) pay all costs,
expenses, liabilities and obligations in the ordinary course when

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due, regardless of whether any such items are to be reimbursed by
Purchaser under this Agreement.

6.2. CAPITAL EXPENDITURES. Other than as set forth on
SCHEDULE 6.2, without the prior written consent of Purchaser, which
consent shall not be unreasonably withheld or delayed, Seller shall
not commit to expend any monies for capital items which Purchaser
would be required to pay for or assume under this Agreement.
Commitments for capital expenditures which shall be assumed by
Purchaser in accordance with this Agreement are set forth on
SCHEDULE 6.2 attached hereto and are deemed part of the Assumed
Liabilities.

6.3. BOOKS AND RECORDS. Seller shall maintain the books,
accounts and other records (including employee records) with
respect to the Division in its customary manner consistent with
past practices so as to fully and accurately reflect all
information concerning the Purchased Assets and the operation of
the Division relevant to this Agreement.

6.4. ABSENCE OF CERTAIN DEVELOPMENTS. Sellers, jointly
and severally, represent and warrant that, except as set forth in
SCHEDULE 6.4, since April 1, 1995, the Division has not received
(i) any notice from any customer of the Division that accounted for
one (1) percent or more of the Division's gross sales during the
twelve month period prior to the date hereof (a "Significant
Customer") stating such customer's intention to sever or curtail
its business relationship with the Division; or (ii) any notice,
either oral or written, from the lessor under any Personal Property

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Lease or any Sales Office Lease; or (iii) any notice or other
document of any kind from any governmental authority or anyone else
regarding any Environmental Condition or any claim of violation or
alleged violation of Environmental Laws. From the date of this
Agreement through the Closing Date, Seller shall use their
reasonable best efforts to provide Purchaser with any additional
notices, either written or oral, regarding the matters described in
this SECTION 6.4, provided, however, the failure of Seller to
provide such notices shall not constitute a default or breach by
Seller of this Agreement unless such failure would constitute a
separate breach of another representation, warranty or covenant
contained in this Agreement.

ARTICLE VII

OBLIGATIONS PRIOR, AS OF, AND SUBSEQUENT
TO THE CLOSING

The parties agree that, prior to the Closing and, where
specifically indicated below, subsequent to the Closing:

7.1. ACCESS. Seller shall afford the officers,
employees, agents, counsel and consultants of Purchaser access at
all reasonable times and upon reasonable notice given to a person
appointed by Horst O. Sieben, Doskocil's Senior Vice President and
Chief Financial Officer, who shall establish reasonable conditions
for such access, from the date hereof to the Closing, to the
Facilities, the Facility Union Employees and the Non-Union
Employees, assets, books, contracts, tax returns, documents and

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other records (including employee records) containing information
relevant to the Purchased Assets, and shall furnish the Purchaser
all financial, operating and other data and information with
respect to the Division as the Purchaser, through its officers,
employees, counsel, consultants or agents may reasonably request.
Purchaser's right of access shall include the right to make a
physical inspection of the Facilities and to take samples, soil
borings and conduct tests with respect to the condition, including
without limitation the environmental condition, of the Facilities
at Purchaser's sole cost and expense (which shall include the
repair of any damages to the Facilities to the reasonable
satisfaction of Doskocil), PROVIDED, HOWEVER, Purchaser shall be
liable to Sellers for any and all Losses incurred by Seller and
shall indemnify and hold harmless Seller from Losses to Seller or
third parties resulting from such acts, PROVIDED, FURTHER, HOWEVER,
no such acts shall be undertaken without the prior written consent
of Doskocil which consent shall not be unreasonably withheld or
delayed. Upon the request of Doskocil, its representative shall
have the right to accompany any representative of Purchaser on any
inspection of any of the Purchased Assets. Seller shall not be
liable for any claims for personal injury and property damage
during Purchaser's inspection of the Purchased Assets except to the
extent that they were caused by Seller's negligence or willful
misconduct.

7.2. CONSENTS; ADDITIONAL AGREEMENTS. Purchaser and
Seller agree to cooperate and promptly take, or use their

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reasonable best efforts to cause to be taken, all action and to cooperate and
promptly do, or use their reasonable best efforts to cause to be done, all
things necessary, proper or advisable to consummate and make effective as
promptly as practicable the transactions contemplated by this Agreement,
including (i) the removal of any legal impediment to the consummation or
effectiveness of such transactions and (ii) the obtaining of all necessary
and material waivers, consents and approvals of all third parties and
governmental bodies, and the making of all necessary filings, including, but
not limited to, filings under the H-S-R Act with the FTC and the U.S.
Department of Justice. Purchaser and Seller shall bear equally any and all
filing fees which either of them is required to pay to the FTC, under the
rules of the FTC, in respect of any filings under the H-S-R Act. Except as
provided in the preceding sentence, the foregoing shall not require any
party to file any suit or make any divestiture of other assets or operations
or expend funds that such party reasonably considers to be excessive.

7.3. DISCLOSURES. Within ten (10) days after the date of this
Agreement, Doskocil shall deliver to Purchaser complete and accurate copies
of all recorded and unrecorded real property agreements, easements,
rights-of-way agreements, restrictive covenants, and encumbrances relating to
the Facilities that are in the possession of Seller or of which Doskocil is
aware and to which it has access.

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7.4. SURVEYS. Within thirty (30) days after the date of this
Agreement, Doskocil shall deliver to Purchaser six copies of plats of surveys
of each of the Facilities. The surveys shall be performed by licensed
surveyors reasonably acceptable to Doskocil and Purchaser. Each plat shall
be dated no earlier than thirty (30) days prior to the date of this Agreement
and shall be certified to Doskocil, Purchaser, any lender designated by
Purchaser, and the Title Company (as defined below) as having been made in
compliance with applicable law and in accordance with the Minimum Standard
Detail Requirements for ALTA/ACSM Land Title Surveys or substantially
equivalent state standards and shall also show set back and building height
restrictions of record or disclosed by applicable zoning or building codes,
flood zone designation, all improvements in addition to buildings, visible
and recorded easements, indication of access to a public way such as curb
cuts and driveways, recorded rights-of-way, encroachments, and total area.
The legal description of the real property on each plat shall coincide
exactly with the legal description in the title insurance commitment for such
property.

7.5. TITLE REVIEW/UCC SEARCHES. Within fifteen (15) days after the
date of this Agreement, Doskocil shall, at its expense, deliver to Purchaser
a commitment for an owner's policy of title insurance for each Facility along
with copies of all documents described in the commitments that are the basis
for exceptions to coverage (the "Underlying Documents"). The commitments
shall be issued by Lawyer's Title Insurance Corporation as to the Shreveport

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Facility and Chicago Title Insurance Company as to the other Facilities
(collectively the "Title Company") and shall be dated no earlier than thirty
(30) days prior to the date of this Agreement. The commitments shall name
Purchaser as the proposed insured and provide for coverage in the amount of
the Purchase Price allocated to each Facility with standard exceptions
deleted and zoning endorsements. Purchaser shall have a period (the "Review
Period") ending fifteen (15) days after the date on which Purchaser receives
the commitments, the Underlying Documents, the plats, the documents described
in SECTION 7.3 and the tax lien and UCC searches described below in which to
notify Doskocil of any objections Purchaser has to any Major Title Defects
(as defined below) disclosed in the commitments and the plats, as well as
Minor Title Defects (as defined below). Any Major Title Defects or Minor
Title Defects that are disclosed in the commitments or the plats to which
Purchaser does not object in writing within the Review Period or which
Purchaser subsequently waives shall be deemed to be permitted exceptions to
the status of Seller's title (the "Permitted Exceptions"). With regard to
Major Title Defects to which Purchaser does object within the Review Period,
Seller shall have fifteen (15) days after receipt of Purchaser's written
objections in which to cure such objections or secure the undertaking of the
Title Company to insure Purchaser against such matters. If Seller is unable
or elects not to cure such objections or obtain a commitment for insurance
against such matters, Purchaser, at its option, may waive its objections and
purchase the Property without

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reduction of the Purchase Price or terminate this Agreement with
respect to the affected Facility. If Purchaser so terminates this Agreement,
Purchaser and Seller shall have no further obligations to each other under
this Agreement. With respect to Minor Title Defects to which Purchaser does
object within the Review Period, Seller shall use reasonable efforts to cure
or remove such matters prior to Closing. However, Purchaser shall have no
right to terminate this Agreement on the basis of Minor Title Defects.

The term "Major Title Defect" means with respect to any Facility
any condition of title that will materially interfere with Purchaser's
operation of any of the Facilities in the manner in which Seller has operated
such Facility over the past twelve months, including, without limitation: (i)
any building encroachment on real estate that is not part of a Facility for
which Purchaser cannot obtain insurance against forced removal of the
encroaching portion of the building; (ii) any defect in Seller's chain of
title which prevents Seller from being able to convey marketable title in fee
simple at the Closing; (iii) any lack of access or easements necessary to
allow continued operation of the Facility in the manner in which Seller has
been operating; (iv) material violations of zoning laws or regulations; and
(v) any lien, claim, or encumbrance securing an obligation. Any Major Title
Defect shall be determined and cured in accordance with the title examination
standards of the state in which the affected Facility is located. "Minor
Title Defects" means any deficiency of title that is not a Major Title Defect.

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Permitted Exceptions shall also include real estate taxes for the
year of the closing and subsequent years (which shall be prorated in
accordance with this Agreement) and those matters that are disclosed in the
commitments and plats to which Purchaser consents or which Purchaser waives
pursuant to this Agreement.

Within fifteen (15) days after the date of this Agreement, Doskocil
shall, without expense to Purchaser, furnish Purchaser tax lien and UCC
searches with respect to the Purchased Assets, showing all liens and
encumbrances thereon.

7.6. TITLE POLICY. At the Closing, Doskocil, at its expense, shall
cause the Title Company to issue to Purchaser either Title Policies, as
defined in SECTION 7.13(h) or marked-up title insurance commitments that will
assure Purchaser that it will be able to obtain owner's policies of title
insurance at the expense of Doskocil pursuant to the commitments and insuring
that as of the Closing Purchaser has indefeasible fee simple title to the
Facilities subject only to the Permitted Exceptions. Doskocil and Purchaser
shall furnish the Title Company with such affidavits and certificates as are
reasonably requested by the Title Company for issuance of the title insurance
policies.

7.7. BOOKS AND RECORDS. Concurrently with Purchaser taking control
of the Facilities at the Closing, Seller shall deliver to Purchaser the
maintenance logs and records relating to the Facilities and the Machinery and
Equipment located therein. Subsequent to the Closing, the Seller will, to the
extent reasonably necessary or helpful or relevant to the transfer of the

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Purchased Assets and Assumed Liabilities or as required by law, or
administrative rules or regulations (including but not limited to,
requirements under the Code), (i) retain and, as the Purchaser may reasonably
request, permit the Purchaser and its agents to inspect and copy, all books
and records of the Seller which relate to the operation of the Division
during the period prior to the Closing Date and which are retained by Seller
and (ii) assist in arranging discussions with (and the calling as witnesses
of) officers, directors, employees and agents of the Seller on matters which
relate to the Purchased Assets, the Division or the Assumed Liabilities.

7.8. THIRD PARTY CLAIMS. From and after the Closing, and subject
to ARTICLE XIII hereof, the parties shall reasonably cooperate with each
other with respect to any claims made or litigation which relate to the
operation of the Purchased Assets and/or the Division prior to the Closing,
provided that the party requesting cooperation shall reimburse the other
party for the other party's reasonable out-of-pocket costs (not to include
cost of employee time) and expenses of furnishing such cooperation.

7.9. REMOVAL OF SIGNS. Except for the Sellers' Marks comprising a
portion of the Purchased Assets, the signs bearing the Sellers' or any of
their affiliates names and/or logos shall be removed from the Purchased
Assets by Purchaser, without expense to Seller, within forty-five (45) days
after the Closing Date.

7.10. CASUALTY OR CONDEMNATION.

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(a) MACHINERY AND EQUIPMENT. If, prior to the Closing, any
of the Machinery and Equipment should be damaged by fire or other casualty,
such damaged or destroyed asset shall be either repaired or replaced by
Seller to the reasonable satisfaction of Purchaser or shall be retained by
Seller and its book value as of January 28, 1995 shall be subtracted from the
Purchase Price to be paid by Purchaser.

(b) THE FACILITIES - FIRE OR CASUALTY. If, prior to the
Closing, any portion of any of the Facilities is damaged by fire or other
casualty, if Seller is able, it shall prior to the Closing repair or rebuild
such damaged Facility. If, however, Seller is unable to repair or rebuild
such damaged Facility prior to the Closing, this Agreement shall not be
affected and the parties shall proceed to Closing as herein otherwise
provided, subject to Seller providing Purchaser with an assignment of the
proceeds of any insurance policy, including the business interruption
proceeds from and after the Closing. Further, if the proceeds of the fire
and casualty portion of such insurance policy are in excess of funds as shall
be reasonably necessary and requisite to repair or rebuild the damaged
Facility to its former operational state prior to the fire or other casualty,
such excess funds shall belong to and shall be the property of Purchaser.

(c) THE FACILITIES - CONDEMNATION. If, prior to the Closing,
condemnation or eminent domain proceedings shall be threatened or commenced
against any of the Facilities, this Agreement shall not be affected and the
parties shall proceed to

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Closing, provided, however, Seller shall assign to Purchaser all of its
right, title and interest in and to any award to be received from any
governmental or other authority.

Notwithstanding the foregoing, if at any time prior to the
Closing Date, any public authority shall, under the power of eminent domain,
take any part of the buildings upon any of the Facilities or so much of any
Facility that there is no longer sufficient land to provide, in a manner in
compliance with applicable governmental ordinances, parking to serve such
Facility or access to such Facility, then Purchaser shall have the right to
terminate this Agreement by written notice to Doskocil within thirty (30)
days after receipt of such notice of such taking.

(d) SETTLEMENTS. Seller will not, prior to the Closing Date,
pursue or settle any casualty or condemnation claim, if available to it, with
respect to the Facilities (unless repair will be fully completed to the
reasonable satisfaction of Purchaser prior to the Closing Date) without the
prior written consent of Purchaser, which consent shall not be unreasonably
withheld or delayed.

7.11. CONFIDENTIALITY.

(a) Doskocil and Purchaser have entered into a
Confidentiality Agreement dated February 11, 1995, which agreement is
incorporated herein by reference. Notwithstanding such agreement, neither
Purchaser nor Seller shall have the right to disclose this Agreement, except
to their respective counsel,

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accountants and consultants, without the prior written consent of the other.

(b) In the event the transactions contemplated hereby are
not consummated, Purchaser shall not use in any manner or disclose the
Information (as such term is used in the Confidentiality Agreement), unless
such Information is currently public or is hereafter disclosed, through no
act or omission of Purchaser in violation of the Confidentiality Agreement or
this SECTION 7.11, and Purchaser shall return to Doskocil all copies of the
Information; PROVIDED, however, that any portion of the Information which
consists of analyses, compilations, forecasts, studies or other documents
prepared by Purchaser or any of their affiliates shall be destroyed by
Purchaser upon Doskocil's request and Purchaser shall confirm such
destruction to Doskocil in writing.

Likewise, in the event the transactions contemplated hereby are not
consummated, Seller shall not use in any manner or disclose any information
relating to Purchaser it has acquired by reason of the negotiations leading
to the execution of this Agreement, unless such information is currently
public or is hereafter disclosed, through no act or omission of Seller in
violation of the Confidentiality Agreement or this SECTION 7.11; PROVIDED,
however, that any such information which consists of analyses, compilations,
forecasts, studies or other documents prepared by Doskocil or any of its
affiliates shall be destroyed

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by Doskocil upon Purchaser's request and Doskocil shall confirm such
destruction to Purchaser in writing.

7.12. PUBLIC ANNOUNCEMENTS. Whether prior to Closing or within
thirty (30) days after the Closing or termination of this Agreement, and
subject to SECTION 8.8 hereof, each party agrees to use its best efforts to
consult with the other before issuing any press releases or otherwise making
any public statements with respect to the transactions contemplated by this
Agreement and, except as may be necessary to comply with legal or stock
exchange requirements, shall not issue any such press release or make any
such public statement prior to the other party approving of such press
release or public statement. No approval by either party of any such press
release or public statement shall be unreasonably withheld or delayed.

7.13. THE CLOSING. On the Closing Date, at the Closing, Seller and
Purchaser shall execute and deliver the following:

(a) THE PURCHASE PRICE. The Purchaser shall deliver the
Purchase Price to the Doskocil Account by wire transfer of readily available
funds.

(b) BILL OF SALE (MACHINERY AND EQUIPMENT) AND PERSONAL
PROPERTY LEASES. The Seller shall execute and deliver to the Purchaser the
Bill of Sale (Machinery and Equipment) in substantially the form of EXHIBIT B
and Purchaser and Seller shall execute and deliver to the other the
Assignment and Assumption of Personal Property Leases, in substantially the
form of EXHIBIT A, respectively.

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(c) NONCOMPETE AGREEMENT. Seller and Purchaser shall enter
into and deliver to the other the Noncompete Agreement in substantially the
form of EXHIBIT C hereto.

(d) ASSIGNMENT AND ASSUMPTION OF THE DIVISION CONTRACTS. The
Purchaser and Seller shall enter into and deliver to the other the Assignment
and Assumption of Division Contracts Agreement in substantially the form of
EXHIBIT D hereto.

(e) ASSIGNMENT OF TRADE NAMES. Seller shall execute and
deliver to Purchaser the Assignment of Trade Names covering the Seller's
Marks substantially in the form of EXHIBIT E hereto.

(f) ASSIGNMENT AND ASSUMPTION OF ASSUMED LIABILITIES. Seller
and Purchaser shall execute and deliver each to the other the Assignment and
Assumption of Assumed Liabilities concerning the Accounts Payable and the
Accrued Liabilities substantially in the form of EXHIBIT F hereto.

(g) WARRANTY DEEDS. Sellers shall execute and deliver to
Purchaser Warranty Deeds substantially in the form of EXHIBIT G hereto.

(h) TITLE POLICIES. A policy or policies of title insurance
shall be delivered by Seller to Purchaser in accordance with SECTION 7.6.

(i) ASSIGNMENT AND ASSUMPTION OF SALES OFFICE LEASES. The
Purchaser and Seller shall enter into and deliver to the other the Assignment
and Assumption of Sales Office Leases in substantially the form of EXHIBIT H
hereto.

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(j) ASSIGNMENT AND ASSUMPTION OF RECEIVABLES AND CUSTOMER
PURCHASE ORDERS. The Purchaser and Seller shall enter into and deliver to
the other the Assignment and Assumption of Receivables and Customer Purchase
Orders in substantially the form of EXHIBIT I hereto.

(k) OTHER DOCUMENTS. Purchaser and Seller shall execute and
deliver to the other the other documents and certificates described in
SECTIONS 9.3, 9.4, 9.5, 10.4, 10.5, 10.6 AND 10.7 and such other instruments
and documents reasonably necessary or desirable to consummate the
transactions contemplated by this Agreement.

7.14. ENVIRONMENTAL MATTERS.

(a) REVIEW. Doskocil, at its expense, has engaged, to which
engagement Purchaser has agreed, GaiaTech, Inc. (the "Environmental
Consultant") to conduct a "Phase I Environmental Site Assessment and
Compliance Review" of the Facilities. Such assessment and review shall be
conducted in conformance with the scope and limitations of ASTM Practice E
1527-94 (or any more recent ASTM Practice that superseded it) and this
Agreement. In performing the Phase I Environmental Assessment and Compliance
Review, the Environmental Consultant shall use its reasonable best efforts to
also perform all activities and obtain all information reasonably necessary
to determine whether: (a) the condition of the Facilities and the Machinery
and Equipment, and all facts related thereto, conform to and are consistent
with the statements regarding the Facilities and the Machinery and Equipment
made to

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the knowledge of Seller in SECTION 4.26 and SECTION 7.14(c); (b) any
violation of the Environmental Laws has occurred or been alleged to occur at,
or in connection with, the use or operation of, the Facilities or the
Machinery and Equipment, and whether any governmental agency or any other
person has alleged in any manner that any person has any liability under the
Environmental Laws related in any way to the ownership, use or operation of
the Facilities or the Machinery and Equipment; (c) any other Environmental
Condition exists that is related to the Facilities or the Machinery and
Equipment; (d) assuming Purchaser has obtained all requisite environmental
and other permits designated by the Environmental Consultant, Purchaser may
commence using and operating the Facilities and the Machinery and Equipment
immediately upon acquiring them and by so doing will not be in violation of
any of the Environmental Laws; PROVIDED, HOWEVER, that notwithstanding use of
its reasonable best efforts, if the Environmental Consultant is unable to
obtain any or all of the information required by subparagraphs (a) through
(d) hereof, or cannot obtain any or all of such information within a
reasonable period of time so as to not unduly delay the Closing, such failure
shall not excuse the Purchaser from fulfilling its obligation to close the
transactions contemplated by the Agreement nor shall it excuse Seller from
its obligation to remediate, cure or otherwise correct Environmental
Conditions as described herein; PROVIDED, FURTHER, HOWEVER, Purchaser shall
be responsible for all costs and expenses of the Environmental Consultant
resulting or arising from

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determining the foregoing matters to the extent any
such determinations exceed the activities and information of a customary
Phase I environmental assessment.

If the Environmental Consultant concludes, after performing the
Phase I Environmental Assessment and Compliance Review, that a Phase II
Environmental Assessment is reasonably necessary to reach a reasonably
reliable conclusion regarding any issue or matter addressed initially in the
Phase I Environmental Assessment and Compliance Review, then Doskocil shall
retain the Environmental Consultant, at its expense, to perform a Phase II
Environmental Assessment. The Environmental Consultant shall deliver to
Doskocil and Purchaser a detailed written report of the Phase I Environmental
Assessment and Compliance Review and, if performed, the Phase II
Environmental Assessment (collectively, the "Environmental Reports"). Each
report prepared by the Environmental Consultant shall contain a statement
that the report was prepared for the benefit of, and may be relied upon by,
Seller and Purchaser. Furthermore, subject to the provisions of SECTION
7.14(b), the Environmental Consultant shall perform and certify it has
performed any and all work necessary to (i) constitute "appropriate inquiry"
for purposes of Section 101(35)(B) of CERCLA and (ii) be consistent with good
commercial and customary practice, such that Purchaser would have the benefit
of an innocent purchaser or innocent landowner defense under CERCLA and all
other federal, state and local environmental laws that permit such a defense.
If the Environmental Reports indicate the existence of any

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Environmental Condition, the Environmental Consultant shall provide a
proposed plan to remediate or correct or cure the Environmental Conditions
and the estimated cost thereof (the "Remedial Plan"). An "Environmental
Condition" is:

(A) any generation, treatment, disposal, arrangement for
disposal, discharge, emission, release, or presence of, any Hazardous
Material at, in, on, or under the Facilities or Machinery and Equipment (i)
that violates the Environmental Laws, (ii) in any amount or concentration
that exceeds any applicable standard or requirement issued under the
Environmental Laws, (iii) that would afford any governmental agency or any
other person the right to obtain relief under the Environmental Laws from
Seller or Purchaser, assuming Purchaser acquires the Facility and the
Machinery and Equipment and then uses and operates them in the same and
identical manner in which they are currently being used or operated by
Seller; (B) Seller's not holding in good standing any permit, license or
other approval of any kind, required under the Environmental Laws for
Seller's current use and operation of the Facilities and the Machinery and
Equipment; (C) the absence at the Facilities or the Machinery and Equipment
of any pollution control or treatment equipment or facility, or any other
equipment or facility, required under the Environmental Laws for Seller's
current use and operation of the Facilities and the Machinery and Equipment;
and (D) any other violation of the Environmental Laws related to the
Facilities or the Machinery and Equipment; PROVIDED, HOWEVER, the phrase
"Environmental Condition" shall not be deemed

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to include any fact, occurrence or condition that arises from and after the
Closing resulting in the violation of an Environmental Law unless such
violation is committed by Seller.

The Remedial Plan shall prescribe all measures necessary to ensure
that, following its implementation, each Environmental Condition shall have
been remediated, cured, and/or eliminated in accordance with the
Environmental Laws, which, after implementation and completion thereof, will
result in the Purchased Assets being in compliance with the Environmental
Laws.

Within twenty (20) days from the date of this Agreement, Doskocil
shall deliver to Purchaser an "Environmental Disclosure Document for Transfer
of Real Property," a copy of which is attached hereto as Exhibit J, for each
Facility.

(b) REMEDIATION. Seller, at its expense, shall remediate
the Environmental Conditions, if any, in accordance with the Remedial Plan,
and shall be deemed to have completed its implementation of the Remedial Plan
in accordance with the requirements of this Agreement when the Environmental
Consultant certifies in writing to Seller and Purchaser that Seller has
remediated, cured, and/or eliminated every Environmental Condition, if any,
in accordance with the Environmental Laws in effect at the time of completion
and to the reasonable satisfaction of the Environmental Consultant and
Purchaser; provided, however, if at any time prior to Closing in the
reasonable opinion of the Environmental Consultant the cost to implement and
complete the Remedial Plan exceeds $500,000, Seller may terminate this

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Agreement. Upon completion of the Remedial Plan, the Environmental
Consultant shall furnish Seller and Purchaser with its written certification
of remediation of the Environmental Conditions in accordance with the
Remedial Plan (the "Certification"). Once Seller has remediated the
Environmental Condition Seller shall have no further liability or
responsibility for any further remediation which may be required under
Environmental Laws with respect to such Environmental Condition. It is
understood and agreed that Seller shall not be responsible for violations of
Environmental Laws enacted after the Closing Date with respect to facts,
occurrences or conditions occurring prior to the Closing Date. If Seller
elects prior to the Closing to agree to implement the Remedial Plan,
remediate, cure and/or eliminate the Environmental Conditions, and such
measures cannot reasonably be completed prior to Closing, Purchaser shall
afford Seller and Seller's agents with access to the Facilities following
such closing in order to complete such measures. If Seller comes on the
Facilities after Closing to complete implementation of the Remedial Plan,
Seller shall (i) to the maximum extent possible perform its activities in a
manner that will not interfere with Purchaser's use and operation of the
Facilities and the Machinery and Equipment, and (ii) be liable to Purchaser
for any Losses incurred by Purchaser due to any unavoidable interference by
Seller with Purchaser's use and operation of the Facilities and the Machinery
and Equipment. Any sums expended in implementing the Remedial Plan by Seller
for

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capital assets shall be for the account of the Seller and shall not be
included in the Purchase Price.

(c) COMPLIANCE. To Seller's knowledge, except as disclosed
in this Agreement, there is no past or existing event, condition,
circumstance or practice or procedure involving or relating to environmental
matters which, if not corrected, changed or remediated, is likely to
materially interfere with or adversely affect in any material manner any of
the material Purchased Assets, or which would require disclosure, reporting,
monitoring, cleanup, remediation or other action affecting any of the
material Purchased Assets or which would result in any of the material
Purchased Assets being in violation of or in noncompliance with Environmental
Laws which would have a material adverse affect on the Purchased Assets or
the business of the Division.

7.15. SUPPLEMENTAL DISCLOSURE. Seller and Purchaser agree that,
with respect to Seller's covenants, representations and warranties made in
this Agreement, Seller shall have the continuing right and obligation to
supplement or amend promptly any information set forth in any schedule with
respect to any matter hereafter arising or discovered which, if existing or
known at the date of this Agreement, would have been required to be set forth
or described in a schedule. For purposes of this Agreement, the accuracy of
the covenants, representations and warranties made by Seller contained herein
shall be determined by reference to the schedules and the information
contained in any supplement or amendment thereto provided such information is
furnished Purchaser

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in a supplemental schedule prior to or at the Closing. If Seller shall have
supplemented or updated a schedule with information and if accepted by
Purchaser would create a liability or obligation of a material nature or
amount not occurring in the ordinary course of business, Purchaser's only
remedy shall be to terminate this Agreement in accordance with SECTION
12.1(d) hereof or to accept such schedule and close the transactions
contemplated hereby on the Closing Date without liability of any nature to
Seller. Any schedule supplemented or updated by Seller under this SECTION
7.15 shall be prepared in accordance with Doskocil's consistently applied
practices used in the preparation of the original schedules.

7.16. TRANSITION SERVICE AGREEMENT. As of the Closing certain of
the Inventory to be acquired by Purchaser under this Agreement will be
located at Doskocil's Edwardsville, Kansas distribution center (the "Doskocil
Warehouse") and other outside storage facilities. Doskocil has agreed to
make distribution of such products for and on behalf of Purchaser. In
addition, Doskocil has agreed to provide Purchaser with management
information, distribution, warehousing and other services for a period of six
months following the Closing. All of such services shall be embodied in a
Transition Service Agreement to be executed and delivered by Doskocil and
Purchaser on the Closing Date in substantially the form of EXHIBIT K hereto.

7.17. SUPPLY AGREEMENT; REMOVAL OF EQUIPMENT. Doskocil has advised
Purchaser that Doskocil and/or Wilson may need to

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purchase certain products from Purchaser for a period of time following the
Closing and also since Purchaser is not assuming the Farmland Copack
Agreement that Purchaser has advised Doskocil that it will need to purchase
certain products from Doskocil under the Farmland Copack Agreement, in each
instance for short periods of time. Accordingly, as of the Closing,
commencing with the Closing Date, Purchaser, Doskocil and Wilson shall
execute and deliver each to the other a Supply Agreement substantially in the
form of EXHIBIT L hereto with respect to the supply arrangement described in
Article I and at the election of Doskocil, the arrangements described in
Articles II and III described therein. In addition, if the IBP Agreement
described on SCHEDULE 7.18 is assigned to Purchaser, Purchaser shall use its
reasonable best efforts, upon the written request of Doskocil, to provide
reasonable access to Doskocil to the Council Bluff, Iowa facility of IBP,
Inc. to remove the 1650 Aldelman ham molds which are excluded from the
Purchased Assets.

7.18. THE COPACK AGREEMENTS. Listed on SCHEDULE 7.18 hereto are
all of the contracts and agreements, oral or written, relating to the
contractual production of Division products by third parties (the "Copack
Agreements"). Seller shall assign all of its right, title and interest in
and to all of the IBP Agreement and the other Copack Agreements as of the
Closing. Purchaser shall assume Seller's obligations accruing from and after
the Closing under the Copack Agreements which shall constitute part of the

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Assumed Liabilities as of the Closing Date and as and to the extent
permitted by applicable law.

7.19. RECEIVABLES. Purchaser shall use its reasonable
best efforts to collect all of the Receivables within ninety (90)
days following Closing; PROVIDED, HOWEVER, that although
Purchaser's reasonable best efforts shall include making demand for
payment both orally and in writing and to suggest that it will
consider legal proceedings, Purchaser will not be required to (i)
otherwise threaten or institute legal proceedings to collect
Receivables; (ii) defend any claim from account debtors as to
offset against receivables; or (iii) give any credits or cease
shipping product to or doing business with any account debtor who
does not timely pay its Receivable amount. All Receivables that
are not collected by Purchaser within such ninety (90) day period
shall be reassigned to Doskocil without recourse, and Doskocil
shall reimburse Purchaser the face amount of any such Receivable
less any reserve for doubtful account, bad debt, credit or
allowance attributable to such Receivable which was applicable to
such Receivable as of the Closing.

7.20 INSURANCE. Doskocil shall keep the Facilities fully
insured for fire and casualty and business interruption insurance
in an amount not less than the full replacement cost through the
Closing Date. Doskocil shall also maintain public liability
insurance in an amount not less than $25,000,000 through the
Closing Date.

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7.21. ENVIRONMENTAL LAW VIOLATIONS. Subject to the
provisions of SECTION 7.14 hereof, if prior to or after Closing
Purchaser determines that as of the Closing, (a) any of the
Facilities or Machinery and Equipment had friable asbestos, PCB's,
radon or other Hazardous Materials requiring abatement or
remediation under Environmental Laws, or (b) any fact, condition,
or occurrence is discovered which occurred or existed prior to the
Closing with respect to the Facilities or the Machinery and
Equipment, and that would afford any governmental agency or any
other person the right to obtain relief under the Environmental
Laws from Seller or Purchaser, assuming Purchaser should acquire
the Facilities and the Machinery and Equipment and then uses and
operates them in the same and identical manner in which they are
currently being used and operated by Sellers, Seller shall have
total and complete responsibility and liability for all assessment,
remediation and any other related costs (including fines and
penalties) that are required to comply with the Environmental Laws.

ARTICLE VIII
PROVISIONS RESPECTING EMPLOYEES

8.1. DIVISION EMPLOYEES. Subject to the provisions of
SECTION 8.8 of this Agreement, Seller will notify (i) all non-union
personnel which include employees located at the Oklahoma City
headquarters of Doskocil, Division sales personnel and non-union
employees located at the Facilities (the "Non-Union Employees") and
(ii) those employees who are subject to collective bargaining

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agreements and are engaged at or in connection with the
manufacturing operation of the Facilities (the "Facility Union
Employees") and the Union bargaining representative of such
employees that the Purchased Assets are being sold to Purchaser and
all such employees of the Division will be terminated effective as
of the Closing Date; PROVIDED, HOWEVER, such Non-Union Employees
hired by Purchaser shall be hired on an "at-will-basis" and may be
terminated by Purchaser at any time. From and after the Closing,
Purchaser shall assume and agree to perform all contracts of
employment or collective bargaining agreements entered into by
Seller and the Union, and Seller and any of the Non-Union
Employees. Purchaser shall offer employment to substantially all
of the Non-Union Employees and substantially all Facility Union
Employees under substantially the same terms and conditions that
such employees are employed by Sellers as of the Closing Date.
"Substantially all" means all except for up to forty-nine 49 of the
Facility Union Employees and the Non-Union Employees, collectively.
All obligations and liabilities to the Non-Union Employees and the
Facility Union Employees arising or accruing prior to the Closing
Date, including wages, vested vacations, withholding and reporting
obligations, and the employer's share of payroll or other
employment taxes and other obligations which are NOT included in
Accrued Liabilities and described in SCHEDULE 2.1(b) (collectively
the "Employee Obligations"), shall be the obligation of Seller and
all such Employee Obligations arising or accruing to those Division
employees hired by Purchaser from the date of such hiring and

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thereafter shall be the obligation of Purchaser. All severance
liability due and payable to Non-Union Employees and the Facility
Union Employees not retained by Seller nor hired by Purchaser
(including, if any, accrued vested vacation entitlement) which
arise prior to and as of the Closing is herein referred to as the
"Severance Obligation" and shall be the responsibility of Seller.

8.2. PURCHASER'S OBLIGATION TO DIVISION EMPLOYEES.
Purchaser shall be liable to the Non-Union Employees and the
Facility Union Employees of Seller for all Employee Obligations
with respect to those employees it hires, such liability to accrue
only from the date of such employment and thereafter (premised upon
Purchaser's and not Seller's Plans in respect of such Employee
Obligations). Purchaser shall hold Seller harmless from and
indemnify Seller against, any and all such liabilities to such
Division employees who are hired by Purchaser. Seller shall be
liable for sums owed to the Non-Union Employees that are not
retained by Seller or hired by Purchaser with respect to Severance
Obligation.

8.3. COBRA INDEMNIFICATION AND INFORMATION. Seller shall
pay and shall assume, indemnify, defend, and hold harmless
Purchaser from and against and in respect of any and all losses,
damages, liabilities, taxes, and sanctions that arise under the
Consolidated Omnibus Budget Reconciliation Act of 1984 ("COBRA")
and the Code, interest and penalties, costs, and expenses
(including, without limitation, disbursements and reasonable legal
fees incurred in connection therewith, and in seeking

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indemnification therefor, in any amounts or expenses required to be
paid or incurred in connection with any action, suit, proceeding,
claim, appeal, demand, assessment, or judgment) imposed upon,
incurred by, or assessed against Purchaser and any of its employees
arising by reason of or relating to any failure of Seller to comply
with the continuation health care coverage of COBRA and Sections
601 through 608 of ERISA which failure occurred with respect to any
current or prior employee of Seller or any qualified beneficiary of
such employee (as defined in COBRA) prior to the Closing Date or as
otherwise required as a result of any transactions or matters
contemplated by this Agreement.

8.4. SELLER AND PURCHASER'S PLANS.

(a) SELLER'S 401(k) PLAN. Seller is the sponsor of
a defined contribution plan which provides, in part, deferrals of
compensation under Section 401(k) of the Code entitled "Doskocil
Companies Incorporated Retirement and Profit Sharing Plan" (the
"Seller's 401(k) Plan"). All Non-Union Employees and Facility
Union Employees who become employees of Purchaser on the Closing
will be deemed 100% vested and nonforfeitable in their respective
benefits in Seller's 401(k) Plan. Purchaser is the sponsor of a
defined contribution plan which provides, in part, for deferrals of
compensation under Section 401(k) of the Code entitled "Savings
Incentive Plan for Employees of Thorn Apple Valley, Inc." (the
"Purchaser's 401(k) Plan"). Credit for past employment service
with the Seller prior to the Closing will be given by the Purchaser
for purposes of determining eligibility and vesting of benefits

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under Purchaser's 401(k) Plan with respect to the Non-Union
Employees and the Facility Union Employees (if required under the
applicable collective bargaining agreement) who become employees of
Purchaser at Closing. As soon as practical following the Closing
and after notification has been provided to and approval has been
granted by all applicable governmental agencies with respect to the
transaction described in this SECTION 8.4(a), including a favorable
ruling from the Internal Revenue Service that this transaction
constitutes an "event" described in the Code, including Section
401(k) of the Code, which would permit distributions of the account
balances to be offered to the Non-Union Employees and the Facility
Union Employees who become employees of the Purchaser at the
Closing without adversely affecting Seller's 401(k) Plan,
distributions will be offered to the Non-Union Employees and the
Facility Union Employees from Seller's 401(k) Plan. Purchaser will
ensure that Purchaser's 401(k) Plan will be authorized to accept
the direct transfer of any amounts distributed to the Non-Union
Employees and Facility Union Employees (if required under the
applicable collective bargaining agreement) from Seller's 401(k)
Plan.

(b) TRANSFER OF ASSETS TO PURCHASER'S PENSION PLAN.
Doskocil is the sponsor of a defined benefit pension plan entitled
"Pension Plan for Hourly Employees of Wilson Foods Corporation"
(the "Seller's Defined Benefit Plan"). As soon as practicable
following the Closing and after notification has been provided to
and approval has been granted by all applicable governmental

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agencies with respect to the transactions described in this SECTION
8.4(b), but to be effective as of the Closing, Seller shall cause
(i) the Facility Union Employees to be 100% vested and
nonforfeitable in their benefits in Seller's Pension Plan and (ii)
assets equal to the actuarial value of the then accrued benefit
obligations determined on an "on-going" basis calculated using the
assumptions used in the most recent actuarial valuation for
purposes of determining the range of deductible contributions under
the Code, and under the formula contained in the Seller's Defined
Benefit Plan as of the Closing and attributable to the Facility
Union Employees, to be segregated and transferred directly to the
trustee of a new defined benefit plan to be established by
Purchaser for the benefit of the Facility Union Employees (the
"Purchaser's Pension Plan"). Any amounts transferred shall bear
interest at an amount equal to the greater of (i) the stated
interest rate for determining actuarial equivalence used in
Seller's Defined Benefit Plan or (ii) the actual earnings in the
plan and such amount shall be calculated for the period between the
Closing and the date of transfer. The actuarial value of the
assets to be transferred from the Seller's Defined Benefit Plan to
the Purchaser's Pension Plan shall be valued and calculated by
Seller based upon sound actuarial principles and practices (as
determined by Seller's and Purchaser's actuaries) in accordance
with applicable rules and regulations of the Internal Revenue
Service and the Pension Benefit Guaranty Corporation. Provided,
such transfer of assets from the Seller's Defined Benefit Plan to

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Purchaser's Pension Plan shall be made after Purchaser's Pension
Plan and Seller's Defined Benefit Plan have been amended to reflect
the transactions contemplated by this SECTION 8.4(b) and a
favorable determination letter has been issued to each of the plans
by the Internal Revenue Service with respect to such amendments and
the transactions described in this SECTION 8.4(b). After such
transfer, the Purchaser shall be solely responsible for all
contributions to and cost and expenses of any kind whatsoever
associated with the Purchaser's Pension Plan and for the payment of
all benefits to Facility Union Employees earned both before and
after the Closing. Pending transfer of the assets from the
Seller's Defined Benefit Plan to the Purchaser's Pension Plan,
Seller will continue to administer the Seller's Defined Benefit
Plan in accordance with the terms thereof, on behalf of the Non-
Union Employees and the Facility Union Employees. Credit for past
employment service with the Seller prior to the Closing will be
given by the Purchaser under the Purchaser's Pension Plan for
purposes of determining eligibility and vesting of benefits with
respect to Facility Union Employees. Benefits under the
Purchaser's Pension Plan for the Facility Union Employees shall be
the sum of (i) the benefit calculated under the Seller's Defined
Benefit Plan as of the Closing considering employment service and
compensation earned prior to the Closing plus (ii) the benefit
calculated under the Purchaser's Pension Plan considering
employment service and compensation earned after the Closing.

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8.5. PLANT CLOSING NOTICE. Pursuant to the Worker
Adjustment and Retraining Notification Act of 1988 ("WARN"), Seller
shall, if required, provide timely and effective notice to its
employees who are employed by the Division with respect to any
employment loss suffered by such employees as the result of the
termination of their employment by Seller. Purchaser, however, has
agreed to offer employment to all of the Facility Union Employees
and the Non-Union Employees who are engaged by the Division on
substantially the same terms and conditions such employees are
receiving from Seller as of the Closing. In the event that WARN
requires notice to such employees and Seller fails to provide
timely and effective notice under WARN, Seller and Doskocil shall
indemnify and hold Purchaser harmless from and against any
liability to such employees or any unit of local government that
may result to Purchaser from such failure including but not limited
to fines, back pay and reasonable attorney's fees. Any
notification or obligation required under WARN to the Facility
Union Employees or the Non-Union Employees hired by Purchaser
occurring from and after the Closing shall be the responsibility of
Purchaser and Purchaser hereby agrees to indemnify and hold
harmless Seller for any such liability under WARN occurring after
the Closing Date.

8.6. OTHER BENEFIT PLANS.

(a) PURCHASER'S MEDICAL PLANS. The Purchaser shall
provide group medical insurance benefits under Purchaser's medical
plans (the "Purchaser's Medical Plans") with respect to those Non-

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Union Employees and Facility Union Employees of Seller who become
employees of Purchaser (the "Transferred Employees") with respect
to each of such Transferred Employees upon their becoming employees
of Purchaser. Employment service with Seller will be recognized
for eligibility to participate in the Purchaser's Medical Plans.
Participation in Purchaser's Medical Plans by the Transferred
Employees shall not be subject to any preexisting condition clause
or other provision contained in the policy for or required by
Purchaser's Medical Plans which limits participation in the
Purchaser's Medical Plans; provided however, with respect to any of
the Transferred Employees who have incurred a Major Medical
Condition during the 12-month period prior to Closing and who
during the 12-month period following the Closing suffer a
reoccurrence or further treatment of such Major Medical Condition,
Purchasers shall be responsible for and hold Seller harmless as a
result of the first $5,000 of medical treatment costs related to
such treatment of the Major Medical Condition and Seller shall be
responsible for and reimburse Purchaser for the excess over $5,000
but not exceeding the applicable individual stop/loss limit of
$175,000 defined in or applicable to Purchaser's Medical Plans.
Following the end of the 12-month period after the Closing, all
restrictions applicable to the Transferred Employees in regard to
the major Medical Conditions shall cease and all expenses under
Purchaser's Medical Plans shall be borne by Purchaser.

The Purchaser shall be liable for and agrees to indemnify
and hold Seller harmless from any and all costs, expenses,

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payments, claims and liabilities of whatever nature associated with
or related to any medical expenses and liabilities (the "Medical
Liabilities") attributable to the Transferred Employees.
Purchaser's agreement hereunder is for the sole benefit of Seller,
and no inference shall be drawn that any Transferred Employee is a
beneficiary of this indemnity. Purchaser's responsibility to any
Transferred Employee for Medical Liabilities shall be limited to
the coverage provided under Purchaser's then existing medical and
health care plans which are applicable to all of Purchaser's
similarly situated employees.

(b) VACATION. The Purchaser agrees with Seller to
provide vacation seniority to all of the full time Transferred
Employees, i.e., each full time Transferred Employee shall be able
to tack service with Seller with his (her) employment with
Purchaser for the sole purpose of determining his (her) number of
days of vacation accruing after the Closing, but such tacking shall
not apply for any other purpose, E.G., job security or seniority.
Seller, however, shall be and has agreed to be responsible to the
Division employees for, and to hold Purchaser harmless against, all
vacation liability under FASB No. 43 or as provided by Seller's
Plans.

(c) PURCHASER'S EMPLOYEE BENEFIT PLANS. With
respect to all Transferred Employees, Purchaser agrees to recognize
all employment service with Seller for purposes of determining
eligibility and vesting under any of Purchaser's "employee welfare
benefit plans" (as that term is defined in Section 3(1) of ERISA)

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and Purchaser's "employee pension benefit plans" (as that term is
defined in Section 3(2) of ERISA) and any other plans, programs or
arrangements which provide benefits to any of Purchaser's
employees.

(d) THE EXTENDED PERIOD. Non-Union Employees who
are discharged prior to sixty days following the Closing Date (the
"Extended Period") by Purchaser for any reason other than for
"cause," as herein defined, or the closure of a Facility or
reduction in force (50 or more employees) at a Facility shall be
and remain entitled to Seller's severance program to be received by
the other Non-Union Employees whose employment will be terminated
in connection with the transactions contemplated by this Agreement
as of or prior to the Closing Date. Seller shall be responsible
for and shall pay all of the Severance Obligations to those Non-
Union Employees who are terminated by Purchaser during the Extended
Period other than for "cause", death, disability or the closure of
a Facility or reduction in force (50 or more employees) at a
Facility that such Non-Union Employees would have been entitled to
receive as of the Closing Date as if they had been terminated by
Seller except for accrued vested vacation entitlement and any other
liability for employee benefits included with the Accrued
Liabilities assumed by Purchaser. Purchaser shall be responsible
for and shall pay to such Non-Union Employees any accrued vested
vacation entitlement and any other liability for the employees
benefits included within the Accrued Liabilities assumed by
Purchaser. For purposes of this Agreement, "cause" shall mean (i)

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the commission by the Non-Union Employee of one or more acts
(regardless of when such acts shall have occurred or shall occur)
for which the Non-Union Employee is convicted of a felony under
United States federal, state or local criminal law, or (ii) willful
and gross misconduct (regardless of when such misconduct shall have
occurred or shall occur) on the part of the Non-Union Employee that
is materially and demonstrably detrimental to the Purchaser, each
as determined in good faith by the chief executive officer of
Purchaser after due investigation.

8.8. GENERAL. Seller and Purchaser shall consult with
each other before issuing any written communications or otherwise
making any public statements to employees relating to the
transactions contemplated by this Agreement through the Closing
Date and prior to communicating with labor unions including
communications concerning any notice requirements contained in the
collective bargaining agreements which are affected by this
Agreement. It is agreed that Seller will have full and complete
discretion with respect to the content of such communications, but
will at all times act in good faith. Seller shall have the
responsibility for informing and discussing the effects of the
transactions contemplated hereby upon the Facility Union Employees
represented by labor organizations. Seller agrees to inform
Purchaser of all written and material oral communications between
Seller and such labor organizations.

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ARTICLE IX
CONDITIONS TO OBLIGATIONS OF THE SELLER

Each and every obligation of the Seller under this
Agreement to be performed at or before the Closing shall be subject
to the satisfaction, at or prior to the Closing, of the following
conditions:

9.1. NO GOVERNMENTAL OR OTHER PROCEEDING OR LITIGATION.
No order of any court or administrative agency shall be in effect
or threatened which restrains or prohibits the transactions
contemplated hereby.

9.2. PHYSICAL INVENTORY OF THE INVENTORY. The physical
inventory of the Inventory shall be completed in accordance with
and pursuant to SECTION 3.1(c).

9.3. DOCUMENTS AND CERTIFICATES (THE CLOSING). At the
Closing, concurrently with the making of the deliveries by Seller
as set forth in SECTION 10.4, the Purchaser shall have delivered to
Seller the following, in form and substance reasonably satisfactory
to Seller:

(a) THE PURCHASE PRICE. The Purchase Price by wire
transfer of readily available funds to the Doskocil Account;

(b) PERSONAL PROPERTY LEASES. The Assignment and
Assumption of Personal Property Leases (EXHIBIT A) dated as of the
Closing Date executed by Purchaser;

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(d) DIVISION CONTRACTS AGREEMENT. The Assignment
and Assumption of Division Contracts Agreement (EXHIBIT D) dated as
of the Closing Date duly executed by Purchaser;

(e) ASSIGNMENT AND ASSUMPTION OF ASSUMED
LIABILITIES. The Assignment and Assumption of Assumed Liabilities
(EXHIBIT F) dated as of the Closing Date duly executed by
Purchaser;

(f) ASSIGNMENT AND ASSUMPTION OF SALES OFFICE
LEASES. The Assignment and Assumption of Sales Office Leases
(EXHIBIT H) dated as of the Closing Date duly executed by
Purchaser;

(g) ASSIGNMENT AND ASSUMPTION OF RECEIVABLES AND
CUSTOMER PURCHASE ORDERS. The Assignment and Assumption of
Receivables and Customers' Purchase Orders (EXHIBIT I) dated as of
the Closing Date duly executed by Purchaser.

(h) PRORATIONS. A closing statement with respect
to the prorations setting forth the calculation of the prorated
amounts as described in SECTION 3.3;

(i) CERTIFICATE OF GOOD STANDING. Certificate of
Good Standing from Purchaser from the Secretary of State of
Michigan dated as of a recent date;

(j) CORPORATE RESOLUTIONS. A copy of all necessary
corporate resolutions authorizing the execution, delivery and

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performance of this Agreement and all other agreements and
transactions contemplated hereby between Purchaser and Seller,
certified by Purchaser's Secretary or Assistant Secretary, as of
the Closing Date;

(k) OPINION OF COUNSEL. Opinion of Honigman Miller
Schwartz and Cohn, counsel to Purchaser, dated the Closing Date,
substantially in the form of EXHIBIT M hereto;

(l) TRANSITION SERVICE AGREEMENT. The Transition
Service Agreement (EXHIBIT J) dated as of the Closing Date duly
executed by Purchaser;

(m) SUPPLY AGREEMENT. The Supply Agreement
(EXHIBIT L) duly executed by Purchaser;

(n) OTHER INSTRUMENTS. Such other instruments and
documents reasonably requested by Doskocil and as are required or
contemplated by this Agreement.

9.4. REPRESENTATIONS AND WARRANTIES TRUE. The
representations and warranties made by Purchaser in this Agreement
shall be true and accurate in all material respects as of the date
when made and, at and as of the Closing, Purchaser shall have
delivered to Seller a certificate, dated as of the Closing Date, to
that effect duly executed by the Chairman, President or Executive
Vice President of Purchaser.

9.5. PERFORMANCE OF COVENANTS. Purchaser shall have
performed and complied in all material respects with each and
every covenant, agreement and condition required by this Agreement
to be performed or complied with by it prior to or on the Closing

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Date, and Purchaser shall have delivered to Seller a certificate,
dated the Closing Date, to that effect duly executed by the
Chairman, President or the Executive Vice President of Purchaser.

9.6. WAIVER. Seller may, in its sole and absolute
discretion, waive or elect not to waive, any conditions precedent
to the Closing set forth in this ARTICLE IX. To be effective, any
such waiver must be in writing.

ARTICLE X
CONDITIONS TO OBLIGATIONS OF THE PURCHASER

Each and every obligation of the Purchaser under this
Agreement to be performed at or before the Closing shall be subject
to the satisfaction, at or before the Closing, of the following
conditions:

10.1. NO GOVERNMENTAL OR OTHER PROCEEDING OR LITIGATION.
No order of any court or administrative agency shall be in effect
or threatened which restrains or prohibits the transactions
contemplated hereby.

10.2. PHYSICAL INVENTORY. The physical inventory of the
Inventory shall be completed in accordance with and pursuant to
SECTION 3.1(c).

10.3. TITLE SEARCHES. Pursuant to the provisions of
SECTION 7.5, Purchaser shall have obtained reports of Uniform
Commercial Code, tax lien and other searches reasonably requested
by it as to liens and encumbrances affecting the Purchased Assets

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showing no lien or encumbrance not satisfactory to Purchaser that
is not released or paid in full at Closing.

10.4. DOCUMENTS AND CERTIFICATES (THE CLOSING). At the
Closing, concurrently with the making of the deliveries by
Purchaser as set forth in SECTION 9.3, Seller shall have delivered
to Purchaser the following, in form and substance reasonably
satisfactory to Purchaser:

(a) PERSONAL PROPERTY LEASES. The Assignment and
Assumption of Personal Property Leases (EXHIBIT A) dated as of the
Closing Date duly executed by Seller;

(b) BILL OF SALE (MACHINERY AND EQUIPMENT). The
Bill of Sale (Machinery and Equipment) (EXHIBIT B) in multiple
counterparts duly executed by Seller;

(d) DIVISION CONTRACTS AGREEMENT. The Assignment
and Assumption of Division Contracts Agreement (EXHIBIT D) dated as
of the Closing Date duly executed by Seller;

(e) ASSIGNMENT OF TRADE NAMES. The Assignment of
Trade Names (EXHIBIT E) dated as of the Closing Date duly executed
by Seller;

(f) ASSIGNMENT AND ASSUMPTION OF ASSUMED
LIABILITIES. The Assignment and Assumption of Assumed Liabilities
(EXHIBIT F) dated as of the Closing Date duly executed by Seller;

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(g) ASSIGNMENT AND ASSUMPTION OF SALES OFFICE
LEASES. The Assignment and Assumption of Sales Office Leases
(EXHIBIT H) dated as of the Closing Date duly executed by Seller;

(h) ASSIGNMENT AND ASSUMPTION OF RECEIVABLES AND
CUSTOMER PURCHASE ORDERS. The Assignment and Assumption of
Receivables and Customer Purchase Orders (EXHIBIT I) dated as of
the Closing Date duly executed by Seller.

(i) PRORATIONS. A closing statement with respect
to the prorations setting forth the calculation of the prorated
amounts as described in SECTION 3.3;

(j) CERTIFICATES OF GOOD STANDING. Certificates of
good standing for Doskocil, Wilson, Concordia, Dixie and Shreveport
from the Secretary of State of Delaware, each dated as of a recent
date;

(k) CORPORATE RESOLUTIONS. A copy of all necessary
corporate resolutions authorizing the execution, delivery and
performance of this Agreement and all other agreements contemplated
hereby by each of the Sellers, certified by each of Seller's
Secretary or Assistant Secretary, as of the Closing Date;

(l) TRANSITION SERVICE AGREEMENT. The Transition
Service Agreement (EXHIBIT K) dated as of the Closing Date duly
executed by Seller and Doskocil;

(m) OPINION OF COUNSEL. Opinion of McAfee & Taft
A Professional Corporation, counsel to Seller, dated the Closing
Date, substantially in the form of EXHIBIT N;

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(n) WARRANTY DEEDS. Duly executed and acknowledged
warranty deeds in recordable form conveying to Purchaser good,
clear and marketable title to each of the Facilities free and clear
of any matter other than the Permitted Exceptions and substantially
in the form of EXHIBIT G to this Agreement;

(o) TITLE POLICIES. Amended title insurance
commitments in accordance with SECTION 7.6, insuring Purchaser's
fee simple interest in each of the Facilities, subject to no
exceptions other than the Permitted Exceptions;

(p) POSSESSION. Possession of the Facilities; and

(q) OTHER INSTRUMENTS. Such other instruments and
documents reasonably requested by Purchaser as are required or
contemplated by this Agreement.

10.5. AFFIDAVIT. An affidavit regarding the non-foreign
status of Seller and sufficient to relieve Purchaser from
obligation of withholding taxes under Section 1145 of the Code and
the regulations relating thereto.

10.6. REPRESENTATIONS AND WARRANTIES TRUE. The
representations and warranties made by each Seller in this
Agreement shall be true and accurate in all material respects as of
the date when made and, at and as of the Closing, Seller shall have
delivered to Purchaser a certificate, dated the Closing Date, to
that effect duly executed by the Chairman, President or a Vice
President of each Sellers, respectively.

10.7. PERFORMANCE OF COVENANTS. Each of Sellers shall
have performed and complied in all material respects with each and

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every covenant, agreement and condition required to be performed or complied
with by it prior to or on the Closing Date, and each of the Sellers shall
have delivered to Purchaser a certificate dated the Closing Date to that
effect duly executed by the Chairman, President or a Vice President of each
of the Sellers, respectively.

10.8. NO MATERIAL ADVERSE CHANGE. There shall not have occurred
any material adverse change in the financial position or results of operation
of the Division since April 1, 1995 to the Closing Date, PROVIDED, HOWEVER,
it shall not be considered a material adverse change if such change in the
financial position or results of operation of the Division is the result of
economic conditions or consumer trends affecting the branded meat industry in
general.

10.9. WAIVER. Purchaser may, in its sole and absolute discretion,
waive or elect not to waive, any conditions precedent to the Closing set
forth in this Article X. To be effective, any such waiver must be in writing.

ARTICLE XI

CLOSING

11.1. TIME AND PLACE OF CLOSING. Consummation of the transactions
contemplated by this Agreement as of the Closing shall be held at the offices
of McAfee & Taft A Professional Corporation, Two Leadership Square, 10th
Floor, Oklahoma City, Oklahoma 73102 (Doskocil's Counsel's office), or such
other place as the parties

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may agree, at 9:00 A.M. on May 30, 1995, or such other date as the parties
shall agree (the "Closing Date").

11.2. THE CLOSING. The actual delivery of the documents provided
for in ARTICLE IX and ARTICLE X is herein referred to as the "Closing".

11.3. SIMULTANEOUS DELIVERY. All payments, documents and
instruments to be delivered on the Closing Date pursuant to ARTICLES IX and X
shall be regarded as having been delivered simultaneously as of the Closing,
and no document or instrument shall be regarded as having been delivered
until all documents and instruments being delivered on the Closing Date have
been delivered.

ARTICLE XII

TERMINATION PRIOR TO CLOSING

12.1. TERMINATION. Anything contained in this Agreement to the
contrary notwithstanding, this Agreement, other than SECTIONS 7.11, 7.12 and
15.5, may be terminated at any time prior to the Closing as follows:

(a) By mutual written consent of Doskocil and Purchaser;

(b) By either Purchaser or Doskocil if the Closing Date
shall not have occurred on or before June 30, 1995;

(d) By Purchaser pursuant to SECTION 7.5.

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In the event of the termination of this Agreement pursuant to the
provisions of this ARTICLE XII, no party shall have any liability of any
nature whatsoever to the other under this Agreement, including liability for
damages, unless either party is in default under its obligations hereunder,
in which event the party in default shall be liable to the other party for
such default but only for actual damages and not for punitive, exemplary or
consequential damages. Notwithstanding the foregoing or anything to the
contrary contained herein, the provisions of SECTIONS 7.11, 7.12 and 15.5
shall survive any termination of this Agreement and in the event of a breach
thereof shall be actionable by the aggrieved party to the fullest extent
permitted by applicable law.

ARTICLE XIII

INDEMNIFICATION

13.1. SELLER'S INDEMNITY. Seller, jointly and severally, agree to
indemnify and hold the Purchaser and its respective affiliates, shareholders,
officers, directors, attorneys, agents, consultants, successors and assigns
harmless from and with respect to (i) any and all Losses related to or
arising directly or indirectly out of any breach by any of the Sellers of
any covenant, warranty or representation contained in this Agreement or in
any agreement, schedule, exhibit or certificate delivered by Seller to
Purchaser pursuant to the terms of this Agreement, (ii) any and all Losses
(the "Pre-Closing Losses") arising directly or

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indirectly out of any attempt or threat (regardless of whether successful
and regardless of whether litigation is commenced) by any person or entity to
cause or require Purchaser to pay or discharge any actual or claimed debt,
obligation, liability or commitment of or associated with Seller which is not
expressly assumed by Purchaser under this Agreement, including all Excluded
Liabilities, (iii) any and all Losses (the "Excluded Liability Losses")
related to or arising directly or indirectly out of Seller's failure to
promptly and fully satisfy and discharge any Excluded Liability and (iv) any
and all Losses directly or indirectly resulting from any failure of Seller to
comply with the Bulk Transfer Laws ("Bulk Sales Losses"); PROVIDED, HOWEVER,
that except with respect to Bulk Sale Losses, Pre-Closing Losses, Excluded
Liability Losses and Losses resulting from any breach by Sellers of any of
their indemnities, covenants, warranties or representations contained in
SECTION 4.26, SECTION 7.14, SECTION 7.21 or ARTICLE VIII hereof, Seller shall
not have any liability under this SECTION 13.1 unless and until, and only to
the extent that, Purchaser shall have incurred Losses, in the aggregate, in
excess of $500,000 ("Seller's Cushion"). Notwithstanding the foregoing,
Seller shall not have any liability under this SECTION 13.1 exceeding in
the aggregate, the Purchase Price (the "Ceiling").

13.2. PURCHASER'S INDEMNITY. Purchaser agrees to indemnify and
hold Sellers and their respective affiliates, shareholders, officers,
attorneys, agents, consultants, successors

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and assigns harmless from and with respect to any and all Losses related to
or arising directly or indirectly from and with respect to (i) any breach by
Purchaser of any covenant, warranty or representation contained in this
Agreement or in any agreement or certificate delivered by Purchaser to
Sellers pursuant to the terms of this Agreement; (ii) any and all Losses
arising directly or indirectly out of third party claims premised solely on
events occurring or conditions arising after the Closing and related to
Purchaser's operation of the Purchased Assets (the "Post-Closing Losses");
and (iii) any attempt or threat (regardless of whether successful and
regardless of whether litigation is commenced) by any person or entity to
cause or require Seller to pay or discharge any actual or claimed debt,
obligation, liability or commitment of or associated with Purchaser which is
expressly assumed by Purchaser under this Agreement, including all Assumed
Liabilities (collectively the "Assumed Liabilities Losses"); PROVIDED,
HOWEVER, that except with respect to Post-Closing Losses, the Assumed
Liabilities Losses and Losses resulting from any breach by Purchaser of any
of its indemnities, covenants, warranties or representations contained in
ARTICLE VIII hereof, Purchaser shall have no liability under this SECTION
13.2 unless and until, and only to the extent that, Seller shall have
incurred Losses, in the aggregate, in excess of $500,000 ("Purchaser's
Cushion").

13.3. INDEMNIFICATION PROCEDURE.

(a) In the event that any party (the "Aggrieved") desires to
make a claim against any other party (the "Indemnitor")

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in connection with any Losses for which the Aggrieved may seek
indemnification hereunder (a "Claim"), the Aggrieved shall notify the
Indemnitor of such Claim and the amount and circumstances surrounding it;
provided that failure of the Aggrieved to give such notice shall only relieve
the Indemnitor of its obligations under this ARTICLE XIII to the extent, if
any, that the Indemnitor shall have been prejudiced thereby. Upon receipt of
such notice from the Aggrieved, the Indemnitor shall be entitled, at the
Indemnitor's election, to assume or participate in the defense of Claims made
by a third party. In any case in which the Indemnitor assumes the defense of
the Claim, the Indemnitor shall give the Aggrieved ten calendar days notice
prior to executing any settlement agreement and the Aggrieved shall have the
right to approve or reject any settlement and related expenses; PROVIDED,
HOWEVER, that upon rejection of any settlement and related expenses, the
Aggrieved shall assume control of the defense of such Claim and the liability
of the Indemnitor with respect to such Claim shall be limited to the amount
or the monetary equivalent of the rejected settlement and related expenses.

(b) The Aggrieved shall retain the right to employ its own
counsel and to discuss matters with the Indemnitor related to the defense of
any Claim, the defense of which has been assumed by the Indemnitor pursuant
to SECTION 13.3(a) of this Agreement, but the Aggrieved shall bear and shall
be solely responsible for its own costs and expenses in connection with such
participation; PROVIDED, HOWEVER, that all decisions of the Indemnitor shall
be

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final and that the Aggrieved shall cooperate with the Indemnitor in all
respects in the defense of the Claim.

(c) In the event that the Indemnitor fails to give notice of
the assumption of the defense of any Claim within a reasonable time period
not to exceed forty-five days after receipt of notice thereof from the
Aggrieved, the Indemnitor shall no longer be entitled to assume (but shall
continue to be entitled to participate in) such defense. The Aggrieved may,
at its option, continue to defend such Claim and, in such event, the
Indemnitor shall indemnify the Aggrieved for all reasonable fees and expenses
incurred in connection therewith. The Indemnitor shall be entitled to
participate at its own expense and with its counsel in the defense of any
Claim the defense of which it does not assume. Prior to effectuating any
settlement of such Claim, the Aggrieved shall furnish the Indemnitor with
written notice of any proposed settlement in sufficient time to allow the
Indemnitor to act thereon. Within fifteen days after the giving of such
notice, the Aggrieved shall be permitted to effect such settlement unless the
Indemnitor (i) reimburses the Aggrieved in accordance with the terms of this
ARTICLE XIII for all reasonable fees and expenses incurred by the Aggrieved
in connection with such Claim, (ii) assumes the defense of such Claim, and
(iii) takes such other actions as the Aggrieved may reasonably request as
assurance of the Indemnitor's ability to fulfill its obligations under this
ARTICLE XIII in connection with such Claim.

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13.4. LIMITATION OF CLAIMS. Notwithstanding anything to the
contrary contained in any other provision of this Agreement, all covenants,
representations and warranties of the parties hereto under this Agreement and
all rights of indemnification (whether or not relating to representations or
warranties) shall terminate and expire and shall be without any further force
or effect whatever as to any Claim not asserted in writing prior to the
expiration of thirty (30) months following the Closing Date; PROVIDED,
HOWEVER, that with respect to the Seller's obligations to indemnify, defend
and hold Purchaser harmless for breaches of the covenants, representations
and warranties as contained in SECTION 4.26 and SECTION 7.14 and SECTION 7.21
and in the Warranty Deed and for Pre-Closing Losses and the Excluded
Liability Losses and Purchaser's obligations under the instruments of
assumption referred to in ARTICLE IX and for Post-Closing Losses, a right of
indemnification for breach of such obligations shall survive until the
expiration of the applicable limitations periods.

ARTICLE XIV

DEFINITIONS

When used in this Agreement the following terms shall have the
following respective meanings:

ACCOUNTS PAYABLE shall have the meaning set forth in SECTION 2.1.

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ACCRUED LIABILITIES shall have the meaning set forth in SECTION 2.1.

ADJUSTED PURCHASE PRICE shall have the meaning set forth in SECTION
3.1(c).

AFFECTED EMPLOYEES shall have the meaning set forth in SECTION 4.10.

AGGRIEVED shall have the meaning set forth in SECTION 13.3.

ALLOCATION CERTIFICATE shall have the meaning set forth in SECTION
3.2(a).

ASSIGNMENT AND ASSUMPTION OF ASSUMED LIABILITIES (EXHIBIT F) shall
have the meaning set forth in SECTION 7.13(f).

ASSIGNMENT AND ASSUMPTION OF THE DIVISION CONTRACTS AGREEMENT
(EXHIBIT D) shall have the meaning set forth in SECTION 7.13(d).

ASSIGNMENT AND ASSUMPTION OF PERSONAL PROPERTY LEASES (EXHIBIT A)
shall have the meaning set forth in SECTION 7.13(b).

ASSIGNMENT AND ASSUMPTION OF RECEIVABLES AND CUSTOMER PURCHASE
ORDERS (EXHIBIT I) shall have the meaning set forth in SECTION 7.13(j).

ASSIGNMENT AND ASSUMPTION OF SALES OFFICE LEASES (EXHIBIT H) shall
have the meaning set forth in SECTION 7.13(i).

ASSIGNMENT OF TRADE NAMES (EXHIBIT E) shall have the meaning set
forth in SECTION 1.1(4).

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ASSUMED LIABILITIES shall have the meaning set forth in SECTION 2.1.

ASSUMED LIABILITIES Losses shall have the meaning set forth in
SECTION 13.2.

BALANCE SHEET shall have the meaning set forth in SECTION 4.13.

BILL OF SALE (MACHINERY AND EQUIPMENT) (EXHIBIT B) shall have the
meaning set forth in SECTION 7.13(b).

BULK SALES LOSSES shall have the meaning set forth in SECTION 13.1.

BULK TRANSFER LAWS shall have the meaning set forth in SECTION 15.7.

CAPITAL LEASE OBLIGATIONS means the sum of the remaining rent and
other obligations under the capital leases described on SCHEDULE 1.1(g)
discounted to present value in accordance with the rental obligations of each
capital lease and in accordance with Doskocil's consistently applied internal
accounting procedures.

CASH EQUIVALENTS shall have the meaning set forth in SECTION 1.2(b).

CANADIAN BACON OPERATION means all of the inventory, machinery and
equipment (which had a net book value of approximately $346,000 as of January
28, 1995) and other assets necessary and requisite for the manufacture of
canadian bacon for Normac Foods Co., a supplier of canadian bacon to
McDonalds Corp., at the Facility located in Concordia, Missouri.

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CERTIFICATION shall have the meaning set forth in SECTION 7.14(b).

CLAIM shall have the meaning set forth in SECTION 13.3.

CLOSING shall have the meaning set forth in SECTION 11.2.

CLOSING DATE shall have the meaning set forth in SECTION 11.1.

COBRA shall have the meaning set forth in SECTION 8.3.

CODE means the Internal Revenue Code of 1986, as amended.

CONCORDIA shall have the meaning set forth in the recitals.

CONTRACT OBLIGATIONS shall have the meaning set forth in SECTION
2.2.

COPACK AGREEMENTS shall have the meaning set forth in SECTION 3.5.

CUSTOMER LIST shall have the meaning set forth in SECTION 1.1(j).

CUSTOMER PURCHASE ORDERS shall have the meaning set forth in
SECTION 1.1(k).

DETERMINATION DATE(S) shall have the meaning set forth in SECTION
3.4.

DIVISION shall mean the Retail Division of Doskocil which produces
ham, bacon, franks, sausage and other meat products from the Facilities and
boneless hams from plants operated by others under the Copack Agreements and
sells such products to grocery wholesalers, grocery store chains and
individual grocery stores for resale to consumers from grocery store
refrigerated meat cases,

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excluding the Canadian Bacon Operation and Wilson Express; PROVIDED, HOWEVER,
that with respect to SECTION 4.13 of this Agreement, "Division" includes the
Canadian Bacon Operation and Wilson Express.

DIVISION CONTRACTS shall have the meaning set forth in SECTION 4.11.

DIXIE shall have the meaning set forth in the recitals.

DIXIE SPICE OPERATION shall mean the production of spices for use
in making Sellers' meat products at Dixie.

DOSKOCIL shall have the meaning set forth in the recitals.

DOSKOCIL ACCOUNT shall have the meaning set forth in SECTION 3.1(b).

DOSKOCIL WAREHOUSE shall have the meaning set forth in SECTION 7.16.

EARNOUT AMOUNT shall have the meaning set forth in SECTION 3.4.

EARNOUT PERIOD shall have the meaning set forth in SECTION 3.4.

EMPLOYEE OBLIGATIONS shall have the meaning set forth in SECTION
8.1.

ENVIRONMENTAL CONDITIONS shall have the meaning set forth in
SECTION 7.14(a).

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ENVIRONMENTAL CONSULTANT shall have the meaning set forth in
SECTION 7.14(a).

ENVIRONMENTAL LAWS means (i) any federal, state or local law,
statute, ordinance, rule, regulation, code, order, permit, directive or
requirement, relating to pollution, the environment, Hazardous Materials,
underground storage tanks, or the protection of air, surface water,
groundwater, drinking water, land (including its surface and subsurface),
human health, the environment or any other natural resource, or concerning
the use, storage, recycling, treatment, generation, transportation,
processing, handling, production or disposal of any Hazardous Materials, and
(ii) any common law or equitable doctrine (including, without limitation,
injunctive relief and tort doctrines such as negligence, nuisance, trespass
and strict liability) that may impose liability or obligation for or related
to death, personal injury or property damage, or for the performance of, or
payment of the cost of performing any investigation, remediation or clean-up
of the threatened, alleged or actual presence of Hazardous Materials. Such
term includes, without limitation, the Solid Waste Disposal Act (42 U.S.C.
SECTION 6991, et seq.) ("SWDA"), as amended by the Resource Conservation and
Recovery Act (42 U.S.C. SECTION 6901, et seq.) ("RCRA") and the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. SECTION
9601, et seq.) ("CERCLA"), as in existence on the date hereof and the Closing
Date except as provided in SECTION 7.14(b).

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ENVIRONMENTAL REPORT shall have the meaning set forth in SECTION
7.14(a).

ERISA means the Employee Retirement Income Security Act
of 1974, as amended.

EXCLUDED ASSETS shall mean the assets excluded from the Purchased
Assets in accordance with the provisions of SECTION 1.2.

EXCLUDED LIABILITIES shall have the meaning set forth in SECTION
2.2.

EXCLUDED LIABILITIES LOSSES shall have the meaning set forth in
SECTION 13.1.

EXTENDED PERIOD shall have the meaning set forth in SECTION 8.6(c).

FACILITIES shall mean (i) approximately 11.32 acres of land
together with the 65,000 square foot production facility and other
improvements located in Forrest City, Arkansas, (ii) approximately 3.6 acres
of land together with the 30,100 square foot production facility and other
improvements located in Shreveport, Louisiana and (iii) approximately 17.2
acres of land together with the 61,100 square foot production facility and
other improvements located in Concordia, Missouri more particularly described
on SCHEDULE 1.1(a) hereto.

FACILITY UNION EMPLOYEES shall have the meaning set forth in
SECTION 8.1.

FASB shall mean the Financial Accounting Standard Board.

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FARMLAND COPACK AGREEMENT means that certain Private Label
Manufacturing Agreement dated May 13, 1992 by and between Wilson and Farmland
Foods, Inc., a Kansas corporation.

FARMLAND EQUIPMENT means all of the machinery and equipment owned
by Wilson and leased to Farmland Foods, Inc. under that certain Equipment
Rental Agreement dated as of October 6, 1992.

FINANCIAL STATEMENTS shall have the meaning set forth in SECTION
4.13.

FTC means the Federal Trade Commission.

GAAP means generally accepted accounting principles in
the United States of America as in effect as of any specified date.

H-S-R ACT means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.

HAZARDOUS MATERIAL means asbestos; petroleum; and any material,
substance or waste that may adversely affect human health or the environment
or that is referenced in or regulated under the Environmental Laws,
including, without limitation, any "hazardous waste," "hazardous substance,"
"toxic substance," "regulated substance," "pollutant," or "contaminant" as
those terms are defined or used in the Environmental Laws. Such term
includes, without limitation, (i) any material, substance or waste defined as
a "hazardous waste" pursuant to Section 1004 of RCRA, (ii) any material,
substance or waste defined as a "hazardous substance" pursuant to Section 101
of CERCLA or (iii) any material, substance

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or waste defined as a "regulated substance" pursuant to Subchapter IX of RCRA.

IBP AGREEMENT means that certain Production Agreement by and
between Doskocil and IBP, Inc. dated October 14, 1993.

IDB OBLIGATIONS means the unpaid principal and accrued interest in
respect to (i) the Arkansas Development Finance Authority Economic
Development Revenue Bonds (Dixie Food Company Project) $2,000,000 Taxable
Series 1993A and $2,000,000 Taxable 1993B; and (ii) a promissory note dated
July 13, 1993 in the principal sum of $1,775,845 made payable to the City of
Forest City, Arkansas, secured by a mortgage dated July 13, 1993 in favor of
the City of Forest City, Arkansas.

INDEMNITOR shall have the meaning set forth in SECTION 13.3.

INFORMATION shall have the meaning set forth in SECTION 7.11.

INSURANCE DEDUCTIBLE shall have the meaning set forth in SECTION
4.12.

INVENTORY or INVENTORIES shall mean the raw materials, spare parts,
and supplies (including wrapping film, bags, spices, additives, and other
materials) and work in progress located at the Facilities and finished goods
located at a Doskocil Warehouse or in outside storage facilities associated
with the operation of the Division.

INVENTORY IN TRANSIT shall have the meaning set forth in SECTION
1.1(b).

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<PAGE>

LONG TERM DEBT OBLIGATIONS means the sum of (i) the IDB Obligations
and (ii) the Capital Lease Obligations.

LOSSES means all actual liabilities, losses, costs, damages,
penalties, fines, assessments, demands, claims, causes of action, including,
without limitation, reasonable attorneys', accountants' and consultants' fees
and expenses and court costs, but net of the effect of the Aggrieved's actual
benefit from tax deductions and credits and insurance proceeds.

MACHINERY AND EQUIPMENT shall have the meaning set forth in SECTION
1.1(e).

MAJOR MEDICAL CONDITION means (i) a medical condition resulting in
hospitalization, (ii) any psychiatric or psychological treatment which is
frequent and reoccurring, and (iii) any diagnosis of a condition that will
reasonably be expected to require hospitalization or frequent or reoccurring
psychiatric and/or psychological treatment.

MAJOR TITLE DEFECT shall have the meaning set forth in SECTION 7.5.

MEASURING DATE shall have the meaning set forth in SECTION 3.1(c).

MEDICAL LIABILITIES shall have the meaning set forth in SECTION
8.6(a).

MINOR TITLE DEFECTS shall have the meaning set forth in SECTION 7.5.

MULTIEMPLOYER PLAN shall have the meaning set forth in SECTION 8.4.

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<PAGE>

NET FIXED ASSETS shall mean the Facilities and the Machinery and
Equipment a/k/a the plant, property and equipment of the Division as
reflected on the books of account of the Division.

NET WORKING CAPITAL shall mean the Receivables, Inventories and
Other Current Assets MINUS the Accounts Payable and the Accrued Liabilities
as reflected on the books of account of the Division.

NONCOMPETE AGREEMENT (EXHIBIT C) shall have the meaning set forth
in SECTION 7.13(c).

NON-UNION EMPLOYEES shall have the meaning set forth in SECTION 8.1.

OTHER ASSETS shall have the meaning set forth in SECTION 1.1(d).

PERIOD END shall have the meaning set forth in SECTION 3.1(a)
hereof.

PERMITS shall have the meaning set forth in SECTION 4.4.

PERMITTED EXCEPTIONS shall have the meaning set forth in SECTION
7.5 and on SCHEDULE 4.5.

PERSONAL PROPERTY LEASES shall have the meaning set forth in
SECTION 1.1(g).

POST-CLOSING LOSSES shall have the meaning set forth in SECTION
13.2.

PRE-CLOSING LOSSES shall have the meaning set forth in SECTION 13.1.

PREMIUM shall have the meaning set forth in SECTION 3.1(a).

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<PAGE>

PRORATED ITEMS means the items to be prorated between Seller and
Purchaser pursuant to the provisions of SECTION 3.3 hereof.

PURCHASE PRICE shall have the meaning set forth in SECTION 3.1(a).

PURCHASED ASSETS shall have the meaning set forth in SECTION 1.1.

PURCHASER shall have the meaning set forth in the recitals.

PURCHASER'S CUSHION shall have the meaning set forth in SECTION
13.2.

PURCHASER'S 401(k) PLAN shall have the meaning set forth in SECTION
8.4(a).

PURCHASER'S MEDICAL PLANS shall have the meaning set forth in
SECTION 8.6(a).

PURCHASER'S PENSION PLAN shall have the meaning set forth in
SECTION 8.4(b).

RECEIVABLES shall have the meaning set forth in SECTION 1.1(c).

REMEDIAL PLAN shall have the meaning set forth in SECTION 7.14(a).

REVIEW PERIOD shall have the meaning set forth in SECTION 7.5.

SALES OFFICE LEASES shall have the meaning set forth in SECTION
1.1(h).

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<PAGE>

SELLER OR SELLERS shall have the meaning set forth in the recitals.

SELLER'S CUSHION shall have the meaning set forth in SECTION 13.1.

SELLER'S DEFINED BENEFIT PLAN shall have the meaning set forth in
SECTION 8.4(b).

SELLER'S 401(k) PLAN shall have the meaning set forth in SECTION
8.4(a).

SELLER'S MARKS shall have the meaning set forth in SECTION 1.1(f).

SELLER'S MEDICAL PLANS shall have the meaning set forth in SECTION
8.7(b).

SELLER'S PENSION PLANS shall have the meaning set forth in SECTION
4.10.

SELLER'S PLANS shall have the meaning set forth in SECTION 4.10.

SELLER'S WELFARE PLANS shall have the meaning set forth in SECTION
4.10.

SEVERANCE OBLIGATIONS shall have the meaning set forth in SECTION
8.1.

SIC CODE means the Standard Industrial Classification as published
by the Executive Office of the President-Office of Management and Budget.

SIGNIFICANT CUSTOMERS shall have the meaning set forth in SECTION
6.4.

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<PAGE>

SUPPLY AGREEMENT (EXHIBIT L) shall have the meaning set
forth in SECTION 7.17.

TITLE COMPANY shall have the meaning set forth in SECTION
7.5.

TITLE POLICIES shall have the meaning set forth in
SECTION 7.13(h).

TRANSFERRED EMPLOYEES shall have the meaning set forth in
SECTION 8.7(a).

TRANSITION SERVICE AGREEMENT (EXHIBIT K) shall have the
meaning set forth in SECTION 7.16.

Underlying Documents shall have the meaning set forth in
SECTION 7.5.

UNION shall mean collectively local union No. 576 and
local union No. 210, each affiliated with the United Food and
Commercial Workers International Union, AFL-CIO.

USDA means the United States Department of Agriculture.

WARN shall have the meaning set forth in SECTION 8.5.

WARRANTY DEEDS shall have the meaning set forth in
SECTION 7.13(g).

WILSON EXPRESS means Wilson Certified Express, Inc., a
wholly-owned trucking subsidiary of Wilson located in Des Moines,
Iowa, that performs trucking services for Seller and others.

WITHDRAWAL LIABILITY shall have the meaning set forth in
SECTION 8.4.

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<PAGE>

ARTICLE XV

MISCELLANEOUS PROVISIONS

15.1. FURTHER ASSURANCE AND ASSISTANCE. Sellers agree
that after the Closing Date they will, from time to time, upon the
request of Purchaser, execute, acknowledge and deliver in proper
form any instrument of conveyance or further assurance reasonably
necessary or desirable to transfer to Purchaser the interest in the
Purchased Assets being transferred to Purchaser in accordance with
the terms of this Agreement. Purchaser agrees that after the
Closing Date it will, from time to time, upon the reasonable
request of Seller, execute, acknowledge and deliver in proper form
any instruments of assumption or further assurance so as to perfect
in Purchaser the Assumed Liabilities.

15.2. TRANSFER AND OTHER TAXES. Except as specifically
provided for in this Agreement, any and all sales, use, stamp,
transfer, documentary, personal property, and like taxes; closing
fees and charges; and any other fees and charges required to be
paid in connection with the transfer of the Purchased Assets and
Assumed Liabilities and the transactions contemplated hereby shall
be the liability of and paid by Purchaser or Seller whose liability
for such obligation is determined to be customary in the
jurisdiction.

15.3. AMENDMENT AND MODIFICATION. This Agreement may be
amended, modified or supplemented only by mutual written consent of
the parties hereto.

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<PAGE>

15.4. WAIVER OF COMPLIANCE. The failure by any party at
any time to require performance of any provision hereof shall not
affect its right later to require such performance. No waiver in
any one or more instances shall (except as stated therein) be
deemed to be a further or continuing waiver of any such condition
or breach in other instances or a waiver of any condition or breach
of any other term, covenant, representation or warranty.

15.5. EXPENSES. All costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses except as
provided in SECTION 15.2 and ARTICLE XIII hereof.

15.6. DEFINITION OF "KNOWLEDGE". Whenever in this
Agreement any representation or warranty is expressed in terms of
the "knowledge" of Purchaser, Seller or Doskocil, such knowledge
shall be deemed to refer to matters known (i) in the case of
Purchaser, to any of Messrs. Henry S Dorfman, Joel Dorfman, Louis
Glazier, Michael Rozzano, Keith Jahnke and Ronald Risher, and (ii)
in the case of Seller and Doskocil, to any of Messrs. R. Randolph
Devening, Horst O. Sieben, William L. Brady, Bryant Bynum, Larry
Swafford, and David Clapp.

15.7. BULK TRANSFER LAWS. Purchaser hereby waives
Seller's compliance with all applicable bulk sales, bulk sales tax
laws or similar laws relating to the transfer to it of the
Purchased Assets ("Bulk Transfer Laws").

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<PAGE>

15.8. NOTICES. All notices, requests, demands or other
communications required or permitted by this Agreement shall be in
writing and effective when received or upon the addressee's refusal
to accept service, and delivery shall be made personally or by
registered or certified mail, return receipt requested, postage
prepaid, or overnight courier or confirmed facsimile transmission,
addressed as follows:

(a) IF TO SELLER OR DOSKOCIL:

Doskocil Companies Incorporated
2601 N.W. Expressway
Oklahoma City, Oklahoma 73112
Attn: Mr. R. Randolph Devening
Chairman, President and
Chief Executive Officer
Facsimile No. (405) 879-5568

COPY TO:

McAfee & Taft
A Professional Corporation
Tenth Floor, Two Leadership Square
Oklahoma City, Oklahoma 73102
Attn: John M. Mee, Esq.
Facsimile No. (405) 235-0439

(B) IF TO PURCHASER:

Thorn Apple Valley, Inc.
18700 West Ten Mile Road
Southfield, Michigan 48075
Attn: Mr. Joel Dorfman
President and Chief Executive Officer
Facsimile No.: (810) 552-0986

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<PAGE>

COPY TO:

Honigman Miller Schwartz and Cohn
2290 First National Building
Detroit, Michigan 48226
Attn: Donald J. Kunz, Esq.
Facsimile No: (313) 962-0176

or to such other addresses as may be specified pursuant to notice
given by either party in accordance with the provision of this
SECTION 15.8.

15.9. ASSIGNABILITY OF AGREEMENT. This Agreement may not
be assigned in whole or in part by Seller and may not be assigned
in whole or in part by Purchaser without the prior written consent
of Doskocil, which consent shall not be unreasonably withheld or
delayed; PROVIDED, HOWEVER, that Purchaser shall have the right to
assign this Agreement to a wholly-owned subsidiary of the Purchaser
without the consent of Doskocil so long as such assignment shall
not discharge, relieve or in any manner obviate the obligations and
liabilities of Purchaser under this Agreement and any instrument of
assignment shall so provide. Any purported assignment without such
consent shall be void.

15.10. DISPUTES; ARBITRATION. The parties hereto agree
that all disputes between them relating to this Agreement are to be
resolved by binding arbitration as provided herein. This agreement
to arbitrate shall survive the rescission or termination of this
Agreement. All arbitration shall be conducted pursuant to the
Commercial Arbitration Rules of the American Arbitration
Association except as herein may be provided. The panel used will
be selected from, if available, the "Food Industry Panel" employed

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<PAGE>

by the American Arbitration Association and the decision of the
arbitrators will be final and binding on all parties. All
arbitration will be undertaken pursuant to the Federal Arbitration
Act, where applicable, and the decision of the arbitrators will be
enforceable in any court of competent jurisdiction.

In any dispute where a party seeks $50,000 or more in
damages, three arbitrators will be employed. All costs attendant
to the arbitration, excluding attorney's and expert's fees, will be
borne equally by the parties. Each party will bear its own
attorney's and expert's fees. The arbitrators will not award
punitive, consequential or indirect damages. Each party hereby
waives the right to such damages and agrees to receive only those
actual damages directly resulting from the claim asserted. In
resolving all disputes between the parties, the arbitrators will
apply the law of the State of Oklahoma, except as may be modified
by this Agreement. The arbitrators are by this Agreement directed
to conduct the arbitration hearing no later than three (3) months
from the service of the statement of claim and demand for
arbitration unless good cause is shown establishing that the
hearing cannot fairly and practically be so convened.

Except as needed for presentation in lieu of a live
appearance, depositions will not be taken. Parties will be
entitled to conduct document discovery by requesting production of
documents. Responses or objections will be served twenty days
after receipt of a request. The arbitrators will resolve any
discovery disputes by such prehearing conferences as may be needed.

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<PAGE>

All parties agree that the arbitrators and any counsel of record to
the proceeding will have the power of subpoena process as provided
by law.

From related transactions in connection with this
Agreement, the parties may be in a debtor/creditor relationship,
which may include the granting of security interests in goods
and/or fixtures. The parties recognize that these kinds of
relationships could give rise to the need by one or more of the
parties for emergency judicial relief to regain possession of
goods, to prevent the sale or transfer of goods. The parties agree
that either shall be entitled to pursue such remedies for emergency
or preliminary injunctive relief in any court of competent
jurisdiction, provided that each party agrees that it will consent
to the stay of such judicial proceedings on the merits of both this
Agreement and the related transactions pending arbitration of all
underlying claims between the parties immediately following the
issuance of any such emergency or injunctive relief.

15.11. GOVERNING LAW. This Agreement and the legal
relations between the parties hereto shall be governed by and
construed in accordance with the laws of the State of Oklahoma.

15.12. COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.

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<PAGE>

15.13. HEADINGS. The headings of the Sections and
Articles of this Agreement are inserted for convenience only and
shall not constitute a part hereof.

15.14. ENTIRE AGREEMENT. This Agreement, including the
agreements referred to herein, the Schedules and Exhibits attached
hereto and other documents referred to herein which form a part
hereof, contains the entire understanding of the parties hereto in
respect of the subject matter contained herein. There are no
restrictions, promises, representations, warranties, covenants or
undertakings, other than those expressly set forth or referred to
herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject
matter.

15.15. SCHEDULES. Notwithstanding anything to the
contrary contained in this Agreement, Seller and Purchaser hereby
agree that the schedules are attached hereto and are made a part of
this Agreement for all purposes. The parties further understand
and agree that disclosure made in any schedule shall be deemed
disclosure in all other schedules as if set forth therein, that is,
information set forth in one schedule shall be construed as
disclosure in all schedules.

15.16. THIRD PARTY BENEFICIARIES. Regardless of any
other provision of this Agreement, there are no third party
beneficiaries of this Agreement or of any term or provision
thereof.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in multiple original counterparts as of
the date first above written.
"Seller" or "Sellers"

DOSKOCIL COMPANIES INCORPORATED

By /s/ R. RANDOLPH DEVENING
___________________________________
R. Randolph Devening
Chairman, President and Chief
Executive Officer

WILSON FOODS CORPORATION

By /s/ R. RANDOLPH DEVENING
___________________________________
R. Randolph Devening, President

CONCORDIA FOODS CORPORATION

By /s/ R. RANDOLPH DEVENING
___________________________________
R. Randolph Devening, President

DIXIE FOODS COMPANY

By /s/ R. RANDOLPH DEVENING
___________________________________
R. Randolph Devening, President

SHREVEPORT FOODS COMPANY

By /s/ R. RANDOLPH DEVENING
___________________________________
R. Randolph Devening, President

"Purchaser"

THORN APPLE VALLEY, INC.

By
___________________________________
Joel Dorfman

President and Chief Executive
Officer

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in multiple original counterparts as of
the date first above written.
"Seller" or "Sellers"

DOSKOCIL COMPANIES INCORPORATED

By___________________________________
R. Randolph Devening
Chairman, President and Chief
Executive Officer

WILSON FOODS CORPORATION

By___________________________________
R. Randolph Devening, President

CONCORDIA FOODS CORPORATION

By___________________________________
R. Randolph Devening, President

DIXIE FOODS COMPANY

By___________________________________
R. Randolph Devening, President

SHREVEPORT FOODS COMPANY

By___________________________________
R. Randolph Devening, President

"Purchaser"

THORN APPLE VALLEY, INC.

By /s/ JOEL DORFMAN
___________________________________
Joel Dorfman

President and Chief Executive
Officer

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<PAGE>

EXHIBIT A
(ASSET PURCHASE AGREEMENT)

ASSIGNMENT AND ASSUMPTION OF PERSONAL PROPERTY LEASES

THIS ASSIGNMENT AND ASSUMPTION OF PERSONAL PROPERTY
LEASES is entered into this ___ day of ___________, 1995, by and
between DOSKOCIL COMPANIES INCORPORATED, a Delaware corporation,
WILSON FOODS CORPORATION, a Delaware corporation, CONCORDIA FOODS
CORPORATION, a Delaware corporation, DIXIE FOODS COMPANY, a
Delaware corporation and SHREVEPORT FOODS COMPANY, a Delaware
corporation (collectively "Assignor"), and THORN APPLE VALLEY,
INC., a Michigan corporation ("Assignee").

W I T N E S S E T H:

WHEREAS, in that certain Asset Purchase Agreement dated
as of _______________, 1995, by and among Assignor and Assignee
(the "Asset Purchase Agreement"), Assignor agreed to assign to
Assignee all of Assignor's right, title, and interest in, to, and
under the leases of personal property which leases and the personal
property they cover are more particularly described in Section
1.1(g) and listed in Schedule 1.1(g) of the Asset Purchase
Agreement (the "Personal Property Leases"); and

WHEREAS, pursuant to the Asset Purchase Agreement,
Assignee agreed to assume and perform Assignor's obligations under
the Personal Property Leases;

NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Assignor
hereby grants, bargains, sells, transfers, assigns, and conveys to
Assignee all of Assignor's right, title, and interest in, to, and
under the Personal Property Leases and the personal property
described therein.

Assignee hereby accepts the foregoing assignment from
Assignor and assumes and agrees to perform all of the obligations
of the lessee under the Personal Property Leases accruing from and
after the date hereof.

This Assignment and Assumption of Personal Property
Leases Agreement is made pursuant and subject to the Asset Purchase
Agreement and incorporates all of the terms and conditions therein
including, without limitation, the representations and warranties
of Assignor. The Asset Purchase Agreement does not reserve to
Assignor any lien or interest in the Personal Property Leases or
the personal property described therein.

This Assignment and Assumption of Personal Property
Leases Agreement shall bind and inure to the benefit of Assignor
and Assignee and their respective successors and assigns.

<PAGE>

EXECUTED AND DELIVERED the day and year first written
above.

Assignee: THORN APPLE VALLEY, INC., a
Michigan corporation

By___________________________________
Joel Dorfman, its President and
Chief Executive Officer

Assignor: DOSKOCIL COMPANIES INCORPORATED,
a Delaware corporation

By___________________________________
R. Randolph Devening, its
Chairman, President and Chief
Executive Officer

WILSON FOODS CORPORATION, a
Delaware corporation

By___________________________________
R. Randolph Devening, its
President

CONCORDIA FOODS CORPORATION, a
Delaware corporation

By___________________________________
R. Randolph Devening, its
President

DIXIE FOODS COMPANY, a Delaware
corporation

By___________________________________
R. Randolph Devening, its
President

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<PAGE>

SHREVEPORT FOODS COMPANY, a
Delaware corporation

By___________________________________
R. Randolph Devening, its
President

-3-

<PAGE>

EXHIBIT B
(ASSET PURCHASE AGREEMENT)

BILL OF SALE (MACHINERY AND EQUIPMENT)

KNOW ALL MEN BY THESE PRESENTS:

THAT DOSKOCIL COMPANIES INCORPORATED, a Delaware corpora-
tion, WILSON FOODS CORPORATION, a Delaware corporation, CONCORDIA
FOODS CORPORATION, a Delaware corporation, DIXIE FOODS COMPANY, a
Delaware corporation and SHREVEPORT FOODS COMPANY, a Delaware
corporation (collectively "Assignor"), for good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, do hereby sell, transfer, assign, and convey to THORN
APPLE VALLEY, INC., a Michigan corporation ("Assignee"), the
"Machinery and Equipment" as described in Section 1.1(e) of that
certain Asset Purchase Agreement dated as of _________, 1995, by
and between Assignor and Assignee (the "Agreement"), together with
all of Assignor's rights under any warranties and guaranties
relating to such assets, if any. This Bill of Sale is made
pursuant and subject to the Agreement and incorporates all of the
terms and conditions therein, including, without limitation, the
representations and warranties of Assignor.

EXECUTED AND DELIVERED as of this ____ day of __________,
1995.

DOSKOCIL COMPANIES INCORPORATED,
a Delaware corporation

By_______________________________
_____________, _______________

WILSON FOODS CORPORATION, a
Delaware corporation

By_______________________________
_____________, _______________

CONCORDIA FOODS CORPORATION, a
Delaware corporation

By_______________________________
_____________, _______________

<PAGE>

DIXIE FOODS COMPANY, a Delaware
corporation

By_______________________________
_____________, _______________

SHREVEPORT FOODS COMPANY, a
Delaware corporation

By_______________________________
_____________, _______________

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<PAGE>

Draft of
April 6, 1995

EXHIBIT C

NONCOMPETE AGREEMENT

THIS NONCOMPETE AGREEMENT (the "Agreement") is made this
____ day of May, 1995, by FOODBRANDS AMERICA, INC., a Delaware
corporation, WILSON FOODS CORPORATION, a Delaware corporation,
CONCORDIA FOODS CORPORATION, a Delaware corporation, DIXIE FOODS
COMPANY, a Delaware corporation, and SHREVEPORT FOODS COMPANY, a
Delaware corporation (collectively, the "Undersigned"), in favor of
THORN APPLE VALLEY, INC., a Michigan corporation ("TAV"), with
reference to the following:

(i) The Undersigned, as Seller, and TAV, as Purchaser,
are parties to an Asset Purchase Agreement dated as of the ____ day
of April, 1995 (the "Purchase Agreement"); and

(ii) A condition to TAV's performance of its obligations
under the Purchase Agreement is the execution and delivery by the
Undersigned of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the
Undersigned hereby jointly and severally covenant and agree as
follows:

1. NONCOMPETITION COVENANT. During the period
commencing on the date hereof and ending on the expiration of five
(5) years following the date hereof, neither the Undersigned nor
any subsidiary of the Undersigned shall, directly or indirectly,
own, manage, operate, join, advise, control, or otherwise engage or
participate in or be connected as a partner, investor, stockholder,
creditor, guarantor, advisor, or consultant in, the business of
producing and distributing ham, bacon, franks and other sausage
products for sale to grocery wholesalers, grocery store chains and
individual grocery stores for resale to consumers from grocery
store refrigerated meat cases (the "Retail Meat Case Business")
within the continental United States. Notwithstanding the
foregoing, this Agreement does not prohibit the Undersigned from,
and the term "Retail Meat Case Business" does not include, (i) the
manufacture, production and distribution by the Undersigned of
boneless ham and frank products from the Undersigned's facility
located in Cherokee, Iowa, provided, the current product capacity
for boneless ham and packaged franks will not be expanded (the
"Cherokee Facility"), (ii) the production and sale of any meat
products under private label for third parties from the Cherokee
Facility, (iii) the manufacture, production and sale of deli meat
products, luncheon meats and other similar meat products which do

<PAGE>

not compete directly with the meat products previously produced and
distributed from the Facilities (as defined in the Purchase
Agreement) (the "Facility Products"), (iv) acquiring any business
which produces and sells branded meats, franks, sausages and bacon
which do not compete directly with the Facility Products, (v)
acquiring or holding the outstanding shares of any entity engaged
in the Retail Meat Case Business if such shares are publicly traded
and the Undersigned's ownership is less than five percent (5%) of
the outstanding equity of such entity, (vi) buying, selling and
trading commodities contracts, or (vii) acquiring a business or
company which has a division or facility which competes in the
Retail Meat Case Business, so long as such division or facility
accounts for less than 30% of the revenue of the acquired business
or company and the Undersigned, after such acquisition, does not
materially expand the production capacity of such facility or
division.

2. PURCHASE PRICE. As provided in Section 3.2 of the
Purchase Agreement, the consideration for the Undersigned's
satisfactory performance of this Agreement is $20,000,000 payable
in cash contemporaneously with the execution and delivery of this
Agreement.

3. INJUNCTIVE RELIEF. The remedy at law for any breach
of this Agreement is and will be inadequate, and if there is a
breach by the Undersigned of the provisions of this Agreement, TAV
shall be entitled to an injunction restraining the Undersigned from
violating the provisions of Section 1 hereof. Nothing herein
contained shall be construed as prohibiting TAV from pursuing any
other remedies available to it for such breach, including, without
limitation, the recovery of damages from the Undersigned. None of
these remedies shall be mutually exclusive, and all of them may be
pursued concurrently and cumulatively.

4. SEPARATE COVENANTS. This Agreement shall be deemed
to consist of a series of separate covenants independent from any
provision of the Purchase Agreement. The Undersigned expressly
agree that the character, duration, and geographical scope of this
Agreement are reasonable in light of the circumstances as they
exist on the date upon which this Agreement has been executed.
However, should a determination nonetheless be made by a court of
competent jurisdiction at a later date that the character,
duration, or geographical scope of this Agreement is unreasonable
in light of the circumstances as they then exist or as they existed
at the execution of this Agreement, then it is the intention and
the agreement of the Undersigned and TAV that this Agreement shall
be construed by the court and given effect in such a manner as to
impose only those restrictions on the conduct of the Undersigned
which are reasonable in light of the circumstances as they then
exist and as are necessary to assure TAV of the intended benefit of
this Agreement. If, in any judicial proceeding, a court shall
refuse to enforce all of the separate covenants deemed included
herein because, taken together they are more extensive than
necessary to assure TAV of the intended benefit of this Agreement,
it is expressly understood and agreed between the parties hereto
that those of such covenants which, if eliminated, would permit the
remaining separate covenants to be enforced in such proceeding
shall, for the purpose of such proceeding, be deemed eliminated
from the provisions hereof.

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<PAGE>

5. WAIVERS. No breach of any term of this Agreement
shall be deemed waived unless it is expressly waived in writing by
the party who might assert such breach. No waiver of any right
hereunder shall operate as a waiver of any other right or of the
same or a similar right on another occasion.

6. ATTORNEYS' FEES. If any action or proceeding is
commenced by any party hereto for the purpose of enforcing any
provision of this Agreement, the prevailing parties in such action
or proceeding may receive as part of any award, judgment, decision,
or other resolution of such action or proceeding their costs and
reasonable attorneys' fees.

7. ASSIGNMENT. This Agreement is not assignable, by
operation of law or otherwise, provided, TAV may assign its rights
hereunder to (a) any entity which at any time may be a direct or
indirect subsidiary of TAV, or (b) any successor in interest of TAV
whether by merger or consolidation or sale of all or substantially
all of its assets.

8. ENTIRE AGREEMENT. This Agreement, together with the
Purchase Agreement, contains the entire understanding of the
parties with regard to the subject matter hereof, supersedes all
prior agreements and understandings relating to the subject matter
hereof, and shall not be amended except by a written instrument
hereafter signed by all of the parties hereto.

9. SECTION HEADINGS. The headings in this Agreement are
for reference only and shall not limit or control the meaning
thereof.

10. NOTICES. All notices, claims, certificates,
requests, demands and other communications hereunder will be in
writing (whether by letter, telecopy, telex or other commercially
reasonable means of written communication) and will be deemed to
have been duly given upon receipt as follows:

(a) If to TAV:

Thorn Apple Valley, Inc.
18700 West Ten Mile Road
Southfield, Michigan 48075

Attn: Mr. Joel Dorfman
President and Chief Executive Officer
Facsimile No.: (810) 552-0986

-3-

<PAGE>

With a copy to:

Honigman Miller Schwartz and Cohn
2290 First National Building
Detroit, Michigan 48226

Attn: Donald J. Kunz, Esq.
Facsimile No: (313) 962-0176

(b) If to the Foodbrands America, Inc.:

Foodbrands America, Inc.
2601 N.W. Expressway
Oklahoma City, Oklahoma 73112

Attn: Mr. R. Randolph Devening
Chairman, President and
Chief Executive Officer
Facsimile No. (405) 879-5568

With a copy to:

McAfee & Taft
A Professional Corporation
Tenth Floor, Two Leadership Square
Oklahoma City, Oklahoma 73102

Attn: John M. Mee, Esq.

or to such other address as the person to whom notice is to be
given may have previously furnished to the other in writing in the
manner set forth above.

11. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF MICHIGAN.

12. COUNTERPARTS. This Agreement may be executed by the
parties in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.

-4-

<PAGE>

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

"UNDERSIGNED"

FOODBRANDS AMERICA, INC. a Delaware
corporation

By ________________________________

WILSON FOODS CORPORATION, a Delaware
corporation

By ________________________________

CONCORDIA FOODS CORPORATION, a
Delaware corporation

By ________________________________

DIXIE FOODS COMPANY, a Delaware
corporation

By ________________________________

SHREVEPORT FOODS COMPANY, a Delaware
corporation

By ________________________________

-5-

<PAGE>

"TAV"

THORN APPLE VALLEY, INC. a Michigan
corporation

By ________________________________

-6-

<PAGE>

EXHIBIT D
(ASSET PURCHASE AGREEMENT)

ASSIGNMENT AND ASSUMPTION OF DIVISION CONTRACTS AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF DIVISION CONTRACTS
AGREEMENT (the "Agreement") is entered into this ____ day of
______, 1995, by and between DOSKOCIL COMPANIES INCORPORATED, a
Delaware corporation, WILSON FOODS CORPORATION, a Delaware
corporation, CONCORDIA FOODS CORPORATION, a Delaware corporation,
DIXIE FOODS COMPANY, a Delaware corporation and SHREVEPORT FOODS
COMPANY, a Delaware corporation (collectively "Assignor"), and
THORN APPLE VALLEY, INC., a Michigan corporation ("Assignee").

W I T N E S S E T H:

WHEREAS, in that certain Asset Purchase Agreement dated
as of ____ __________, 1995, by and among Assignor and Assignee
(the "Asset Purchase Agreement), Assignor agreed to assign to
Assignee all of Assignor's right, title, and interest in, to, and
under certain contracts which are more particularly described in
Section 4.11 and listed on Schedule 4.11 of the Asset Purchase
Agreement (the "Division Contracts"); and

WHEREAS, Assignee agreed to assume and perform Assignor's
obligations under the Division Contracts;

NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Assignor
does hereby sell, assign, transfer, and convey to Assignee all of
Assignor's right, title, and interest in, to, and under the
Division Contracts.

Assignee hereby assumes and agrees to perform all of the
obligations of Assignor under the Division Contracts accruing after
the date hereof.

This Agreement is made pursuant and subject to the Asset
Purchase Agreement and incorporates all of the terms and conditions
therein including, without limitation, the representations and
warranties of Assignor.

EXECUTED AND DELIVERED the day and year first written
above.

Assignee: THORN APPLE VALLEY, INC., a
Michigan corporation

By_______________________________
_______________, ______________

<PAGE>

Assignor:
DOSKOCIL COMPANIES INCORPORATED,
a Delaware corporation

By_______________________________
_______________, ______________

WILSON FOODS CORPORATION, a
Delaware corporation

By_______________________________
_______________, ______________

CONCORDIA FOODS CORPORATION, a
Delaware corporation

By_______________________________
_______________, ______________

DIXIE FOODS COMPANY, a Delaware
corporation

By_______________________________
_______________, ______________

SHREVEPORT FOODS COMPANY, a
Delaware corporation

By_______________________________
_______________, ______________

-2-

<PAGE>

EXHIBIT E

(ASSET PURCHASE AGREEMENT)

ASSIGNMENT OF TRADE NAMES AND PATENTS

THIS ASSIGNMENT OF TRADE NAMES AND PATENTS (the
"Agreement") is entered into this ____ day of _____, 1995, between
DOSKOCIL COMPANIES INCORPORATED, a Delaware corporation, WILSON
FOODS CORPORATION, a Delaware corporation, CONCORDIA FOODS
CORPORATION, a Delaware corporation, DIXIE FOODS COMPANY, a
Delaware corporation and SHREVEPORT FOODS COMPANY, a Delaware
corporation ("Assignor") and THORN APPLE VALLEY, INC., a Michigan
corporation ("Assignee").

W I T N E S S E T H :

WHEREAS, in that certain Asset Purchase Agreement dated
as of _______, 1995, by and among Assignor and Assignee (the "Asset
Purchase Agreement"), Assignor agreed to assign to Assignee all of
Assignor's right, title and interest in and to the trade names as
listed on Schedule 1 hereto, including the related logos, trade-
marks, symbols, copyrights and service marks (the "Marks") and the
patents listed on Schedule 2 hereto (the "Patents"); and

WHEREAS, Assignor, or its subsidiaries and their prede-
cessors in interest, have adopted, used and are using the Marks;
and

WHEREAS, Assignee is desirous of acquiring all of Assign-
or's right, title and interest in and to the Marks and the Patents,
together with the goodwill of the business represented and symbol-
ized by the Marks, and the registration therefore;

NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Assignor
does hereby absolutely sell, assign, transfer, and convey to As-
signee all of Assignor's right, title and interest in, to and under
the Marks and the Patents, together with the goodwill appurtenant
thereto, and the entire right, title and interest in and to any and
all claims and demands it may have either at law or in equity aris-
ing out of past infringement of the Marks or the Patents; provided,
(i) Assignor makes no warranties or representations with respect to
the Marks or the Patents except as may be set forth in the Asset
Purchase Agreement and (ii) Assignor retains all right, title and
interest in and to the trade names listed on Schedule 2 hereto,
including the related logos, tradenames, symbols, copyrights and
service marks (the "Excluded Marks") including the right to use the
Excluded Marks.

Assignee accepts the assignment of the Marks and the
Patents without representation or warranty; provided, this Agree-

<PAGE>

ment is made pursuant and subject to the Asset Purchase Agreement
and incorporates all of the terms and conditions therein including,
without limitation, the representations and warranties of Assignor.

This Assignment shall bind and inure to the benefit of
Assignor and Assignee and their respective successors and assigns.

DOSKOCIL COMPANIES INCORPORATED

By_____________________________
R. Randolph Devening
Chairman, President and Chief
Executive Officer

WILSON FOODS CORPORATION

By_____________________________
R. Randolph Devening
President

CONCORDIA FOODS CORPORATION

By____________________________
R. Randolph Devening
President

DIXIE FOODS COMPANY

By____________________________
R. Randolph Devening
President

SHREVEPORT FOODS COMPANY

By____________________________
R. Randolph Devening
President

-2-

<PAGE>

STATE OF OKLAHOMA )
) ss:
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this
____ day of __________, 1995, by R. Randolph Devening, Chairman,
President and Chief Executive Officer of Doskocil Companies Incor-
porated, a Delaware corporation, on behalf of the corporation.

______________________________
Notary Public
My commission expires:
_____________________
(Seal)

STATE OF OKLAHOMA )
) ss:
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this
____ day of __________, 1995, by R. Randolph Devening, President of
Wilson Foods Corporation, a Delaware corporation, on behalf of the
corporation.

______________________________
Notary Public
My commission expires:
_____________________

(Seal)

STATE OF OKLAHOMA )
) ss:
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this
____ day of __________, 1995, by R. Randolph Devening, President of
Concordia Foods Corporation, a Delaware corporation, on behalf of
the corporation.

______________________________
Notary Public
My commission expires:
_____________________

(Seal)

-3-

<PAGE>

STATE OF OKLAHOMA )
) ss:
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this
____ day of __________, 1995, by R. Randolph Devening, President of
Dixie Foods Company, a Delaware corporation, on behalf of the cor-
poration.

______________________________
Notary Public
My commission expires:
_____________________
(Seal)

STATE OF OKLAHOMA )
) ss:
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this
____ day of __________, 1995, by R. Randolph Devening, President of
Shreveport Foods Company, a Delaware corporation, on behalf of the
corporation.

______________________________
Notary Public
My commission expires:
_____________________

(Seal)

-4-

<PAGE>

EXHIBIT F
(ASSET PURCHASE AGREEMENT)

ASSIGNMENT AND ASSUMPTION OF ASSUMED LIABILITIES

THIS ASSIGNMENT AND ASSUMPTION OF ASSUMED LIABILITIES
(the "Agreement") is entered into this ____ day of ______, 1995, by
and between DOSKOCIL COMPANIES INCORPORATED, a Delaware
corporation, WILSON FOODS CORPORATION, a Delaware corporation,
CONCORDIA FOODS CORPORATION, a Delaware corporation, DIXIE FOODS
COMPANY, a Delaware corporation and SHREVEPORT FOODS COMPANY, a
Delaware corporation (collectively "Assignor"), and THORN APPLE
VALLEY, INC., a Michigan corporation ("Assignee").

W I T N E S S E T H:

WHEREAS, in that certain Asset Purchase Agreement dated
as of __________, 1995, by and among Assignor and Assignee (the
"Asset Purchase Agreement"), Assignee agreed to assume and perform
all of Assignor's obligations and duties to perform and discharge
the "Assumed Liabilities" as defined in Section 2.1 of the Asset
Purchase Agreement, including those listed in Schedules 2.1(a),
2.1(b), 6.2 and 7.18 (the "Assumed Liabilities") of the Asset
Purchase Agreement; and

Assignee hereby assumes and agrees to perform all of the
obligations of Assignor under the Assumed Liabilities.

This Assignment and Assumption of Assumed Liabilities
shall bind and inure to the benefit of Assignor and Assignee and
their respective successors and assigns.

<PAGE>

EXECUTED AND DELIVERED the day and year first written
above.

Assignee: THORN APPLE VALLEY, INC., a
Michigan corporation

By_______________________________
_______________, ______________

Assignor: DOSKOCIL COMPANIES INCORPORATED,
a Delaware corporation

By_______________________________
_______________, ______________

WILSON FOODS CORPORATION, a
Delaware corporation

By_______________________________
_______________, ______________

CONCORDIA FOODS CORPORATION, a
Delaware corporation

By_______________________________
_______________, ______________

DIXIE FOODS COMPANY, a Delaware
corporation

By_______________________________
_______________, ______________

SHREVEPORT FOODS COMPANY, a
Delaware corporation

By_______________________________
_______________, ______________

-2-

<PAGE>

EXHIBIT G
(ASSET PURCHASE AGREEMENT)

FORM OF WARRANTY DEED

STATE OF ___________ )
) KNOW ALL MEN BY THESE PRESENTS
COUNTY OF __________ ) THAT:

DOSKOCIL COMPANIES INCORPORATED, a Delaware corporation
("Grantor"), for and in consideration of the amount of Ten Dollars
($10.00) and other valuable consideration paid to Grantor by THORN
APPLE VALLEY, INC., a Michigan corporation ("Grantee"), the receipt
of which is hereby acknowledged, does hereby grant, bargain, sell,
convey, assign, and deliver to Grantee the following, subject to
the Permitted Encumbrances (as hereinafter defined):

[legal description]

TO HAVE AND TO HOLD the herein described property,
together with all and singular the rights and appurtenances thereto
in anywise belonging unto Grantee, its successors and assigns,
forever, and Grantor does hereby bind itself and its successors to
warrant and forever defend all and singular the said premises unto
Grantee, its successors and assigns against every person whomsoever
lawfully claiming, or to claim the same, or any part thereof;
subject, however, to the matters described in Attachment I attached
hereto and made a part hereof (the "Permitted Encumbrances").

IN WITNESS WHEREOF, this Deed is executed and delivered
by Grantor this ___ day of __________, 1995.

DOSKOCIL COMPANIES INCORPORATED,
a Delaware corporation

By_______________________________
_________________, ____________

<PAGE>

STATE OF MISSOURI )
) ss
COUNTY OF _________ )

This instrument was acknowledged before me on
_________________, 1995, by ___________________, as ____________
of Doskocil Companies Incorporated, a Delaware corporation, on
behalf of the corporation.

________________________________
Notary Public, State of
_____________
[SEAL] My commission expires:__________

The address of Grantee is:

-2-

<PAGE>

EXHIBIT H
(ASSET PURCHASE AGREEMENT)

ASSIGNMENT AND ASSUMPTION OF SALES OFFICE LEASES

THIS ASSIGNMENT AND ASSUMPTION OF SALES OFFICE LEASES is
entered into this ___ day of ___________, 1995, by and between
DOSKOCIL COMPANIES INCORPORATED, a Delaware corporation, WILSON
FOODS CORPORATION, a Delaware corporation, CONCORDIA FOODS
CORPORATION, a Delaware corporation, DIXIE FOODS COMPANY, a
Delaware corporation and SHREVEPORT FOODS COMPANY, a Delaware
corporation (collectively "Assignor"), and THORN APPLE VALLEY,
INC., a Michigan corporation ("Assignee").

W I T N E S S E T H:

WHEREAS, in that certain Asset Purchase Agreement dated
as of _______________, 1995, by and among Assignor and Assignee
(the "Asset Purchase Agreement"), Assignor agreed to assign to
Assignee all of Assignor's right, title, and interest in, to, and
under the Sales Office Leases which leases and the real property
they cover are more particularly described in Section 1.1(a) and
listed on Schedule 1.1(h) of the Asset Purchase Agreement (the
"Sales Office Leases"); and

WHEREAS, pursuant to the Asset Purchase Agreement,
Assignee agreed to assume and perform Assignor's obligations under
the Sales Office Leases;

NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Assignor
hereby grants, bargains, sells, transfers, assigns, and conveys to
Assignee all of Assignor's right, title, and interest in, to, and
under the Sales Office Leases and the real property and
improvements described therein.

Assignee hereby accepts the foregoing assignment from
Assignor and assumes and agrees to perform all of the obligations
of the tenant under the Sales Office Leases accruing from and after
the date hereof.

This Assignment and Assumption of Sales Office Leases
Agreement is made pursuant and subject to the Asset Purchase
Agreement and incorporates all of the terms and conditions therein
including, without limitation, the representations and warranties
of Assignor. The Asset Purchase Agreement does not reserve to
Assignor any lien or interest in the Sales Office Leases or the
real property and improvements described therein.

This Assignment and Assumption of Sales Office Leases
Agreement shall bind and inure to the benefit of Assignor and
Assignee and their respective successors and assigns.

<PAGE>

EXECUTED AND DELIVERED the day and year first written
above.

Assignee: THORN APPLE VALLEY, INC., a
Michigan corporation
ATTEST:

_____________________________ By_______________________________
Secretary _________________,_____________
[SEAL]

Assignor: DOSKOCIL COMPANIES INCORPORATED,
a Delaware corporation
ATTEST:

_____________________________ By_______________________________
Secretary _________________, ____________
[SEAL]

WILSON FOODS CORPORATION, a
Delaware corporation
ATTEST:

_____________________________ By_______________________________
Secretary _________________, ____________
[SEAL]

CONCORDIA FOODS CORPORATION, a
Delaware corporation
ATTEST:

_____________________________ By_______________________________
Secretary _________________, ____________
[SEAL]

DIXIE FOODS COMPANY, a Delaware
corporation
ATTEST:

_____________________________ By_______________________________
Secretary _________________, ____________
[SEAL]

SHREVEPORT FOODS COMPANY, a
Delaware corporation
ATTEST:

_____________________________ By_______________________________
Secretary _________________, ____________
[SEAL]

-2-

<PAGE>

STATE OF ___________ )
) ss
COUNTY OF __________ )

This instrument was acknowledged before me on
_________________, 1995, by ___________________, as _____________
of Thorn Apple Valley, Inc., a Michigan corporation, on behalf of
the corporation.

________________________________
Notary Public, State of
_____________
[SEAL] My commission expires:__________

STATE OF ___________ )
) ss
COUNTY OF __________ )

This instrument was acknowledged before me on
_________________, 1995, by ___________________, as _____________
of Doskocil Companies Incorporated, a Delaware corporation, on
behalf of the corporation.

________________________________
Notary Public, State of
_____________
[SEAL] My commission expires:__________

STATE OF ___________ )
) ss
COUNTY OF __________ )

This instrument was acknowledged before me on
_________________, 1995, by ___________________, as _____________
of Wilson Foods Corporation, a Delaware corporation, on behalf of
the corporation.

________________________________
Notary Public, State of
_____________
[SEAL] My commission expires:__________

-3-

<PAGE>

STATE OF ___________ )
) ss
COUNTY OF __________ )

This instrument was acknowledged before me on
_________________, 1995, by ___________________, as _____________
of Concordia Foods Corporation, a Delaware corporation, on behalf
of the corporation.

________________________________
Notary Public, State of
_____________
[SEAL] My commission expires:__________

STATE OF ___________ )
) ss
COUNTY OF __________ )

This instrument was acknowledged before me on
_________________, 1995, by ___________________, as _____________
of Dixie Foods Company, a Delaware corporation, on behalf of the
corporation.

________________________________
Notary Public, State of
_____________
[SEAL] My commission expires:__________

STATE OF ___________ )
) ss
COUNTY OF __________ )

This instrument was acknowledged before me on
_________________, 1995, by ___________________, as _____________
of Shreveport Foods Company, a Delaware corporation, on behalf of
the corporation.

________________________________
Notary Public, State of
_____________
[SEAL] My commission expires:__________

-4-

<PAGE>

EXHIBIT I
(ASSET PURCHASE AGREEMENT)

ASSIGNMENT AND ASSUMPTION OF RECEIVABLES AND
CUSTOMER PURCHASE ORDERS

THIS ASSIGNMENT AND ASSUMPTION OF RECEIVABLES AND
CUSTOMER PURCHASE ORDERS (the "Agreement") is entered into this
____ day of _________, 1995, by and between DOSKOCIL COMPANIES
INCORPORATED, a Delaware corporation, WILSON FOODS CORPORATION, a
Delaware corporation, CONCORDIA FOODS CORPORATION, a Delaware
corporation, DIXIE FOODS COMPANY, a Delaware corporation and
SHREVEPORT FOODS COMPANY, a Delaware corporation (collectively
"Assignor"), and THORN APPLE VALLEY, INC., a Michigan corporation
("Assignee").

W I T N E S S E T H:

WHEREAS, in that certain Asset Purchase Agreement dated
as of ______________, 1995, by and among Assignor and Assignee (the
"Asset Purchase Agreement), Assignor agreed to assign to Assignee
all of Assignor's right, title, and interest in and to certain
receivables which are more particularly described in Section 1.1(c)
of the Asset Purchase Agreement (the "Receivables") and the
customer purchase orders which are more particularly described in
Section 1.1(k) of the Asset Purchase Agreement ("Customer Purchase
Orders"); and

WHEREAS, Assignee agreed to assume and perform Assignor's
obligations under the Receivables and Customer Purchase Orders;

Assignee hereby assumes and agrees to perform all of the
obligations of Assignor under the Receivables and Customer Purchase
Orders accruing after the date hereof.

EXECUTED AND DELIVERED the day and year first written
above.

<PAGE>

Assignee: THORN APPLE VALLEY, INC., a
Michigan corporation

By_______________________________
_______________, ______________

Assignor:
DOSKOCIL COMPANIES INCORPORATED,
a Delaware corporation

By_______________________________
_______________, ______________

WILSON FOODS CORPORATION, a
Delaware corporation

By_______________________________
_______________, ______________

CONCORDIA FOODS CORPORATION, a
Delaware corporation

By_______________________________
_______________, ______________

DIXIE FOODS COMPANY, a Delaware
corporation

By_______________________________
_______________, ______________

SHREVEPORT FOODS COMPANY, a
Delaware corporation

By_______________________________
_______________, ______________

-2-

<PAGE>

EXHIBIT J

ENVIRONMENTAL DISCLOSURE DOCUMENT FOR
TRANSFER OF REAL PROPERTY

This Environmental Disclosure Document for Transfer of Real
Property is being delivered by the undersigned ("transferor") to Thorn Apple
Valley ("transferee") pursuant to the terms of that certain Asset Purchase
Agreement by and among transferee, Doskocil Companies Incorporated,
transferor and others dated as of _________, 1995 (the "Agreement"). The
terms used herein and not otherwise defined herein shall have the meaning set
forth in the Agreement. Notwithstanding any other provision of this document
to the contrary, all statements made herein are made to the knowledge of
transferor, as knowledge is defined in the Agreement.

I. PROPERTY IDENTIFICATION

A. Address of property: __________________________________________

__________________________________________
City or Town Township

Tax Parcel Identification No. (Key Number): ______

B. Legal Location:

Section _______________ Township _____________ Range __________

C. Property Characteristics:

Lot Size _______________________ Acreage ________________________

II. ENVIRONMENTAL INFORMATION

A. Regulatory Information During Current Ownership

1. Has the transferor ever conducted operations on the property
which involved the generation, manufacture, processing,
transportation, treatment, storage, or handling of Hazardous
Materials, in violation of applicable Environmental Laws?

/ / Yes / / No

<PAGE>

2. Has the transferor ever conducted operations on the property
which involved the processing, storage, or handling of
petroleum, in violation of applicable Environmental Laws?

/ / Yes / / No

3. Are there any units (operating or closed) at the property that
are used or were used by the transferor to manage Hazardous
Materials or petroleum requiring a permit under or notification
to a government authority pursuant to an Environmental Law?

/ / Yes / / No

If the answer is Yes, describe: ______________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________

4. Has the transferor ever held any of the following in regard to
this real property?

(A) Permits for discharges of wastewater to waters of the
State in which it is located.

/ / Yes / / No

(B) Permits for emissions to the atmosphere.

/ / Yes / / No

5. Has the transferor ever discharged any wastewater (other than
sewage) to a publicly owned treatment works?

/ / Yes / / No

-2-

<PAGE>

6. Has the transferor been required to take any of the following
actions relative to this property?

(A) Filed an emergency and hazardous chemical inventory form
pursuant to the federal Emergency Planning and Community
Right-to-Know Act of 1986 (42 U.S.C. 11022).

/ / Yes / / No

(B) Filed a toxic chemical release form pursuant to the
federal Emergency Planning and Community Right-to-Know Act
of 1986 (42 U.S.C. 11023).

/ / Yes / / No

7. Has the transferor, any facility on the property or the
property been the subject of any of the following state or
federal governmental actions?

(A) Written notification regarding known, suspected, or
alleged contamination on or emanating from the property.

/ / Yes / / No

(B) Filing an environmental enforcement case with a court or
the solid waste management board for which a final order
or consent decree was entered.

/ / Yes / / No

(C) If the answer to question (B) was Yes, then indicate
whether or not the final order or decree is still in
effect for this property.

/ / Yes / / No

8. Environmental Releases During Transferor's Ownership.

(A) Has any situation occurred at this site which resulted in
a reportable "release" of any Hazardous Materials or
petroleum at the site as required under Environmental
Laws?

/ / Yes / / No

-3-

<PAGE>

(B) Have any Hazardous Materials or petroleum which were
released at the site and were a reportable release come
into direct contact with the ground at this site?

/ / Yes / / No

If the answer to question (A) and (B) is Yes, have any of
the following actions or events been associated with a
release on the property?

/ / Use of a cleanup contractor to remove or treat
materials including soils, pavement, or other
surficial materials?

/ / Assignment of in-house maintenance staff to remove or
treat materials including soils, pavement, or any
other surficial materials?

/ / Sampling and analysis of soils?

/ / Temporary or more long term monitoring of groundwater
at or near the site?

/ / Impaired usage of an onsite or nearby water well
because of offensive characteristics of the water?

/ / Coping with fumes from subsurface storm drains or
inside basements?

/ / Signs of substances leaking out of the ground along
the base of slopes or at other low points on or
immediately adjacent to the site?

9. Is the facility currently operating under a variance or special
permit from any governmental authority?

/ / Yes / / No

10. Has the transferor ever conducted an activity on the site
without obtaining a permit from the U.S. Environmental
Protection Agency, or another administrative agency or
authority with responsibility for the protection of the
environment, when such a permit was required by law?

/ / Yes / / No

-4-

<PAGE>

If the answer is Yes, describe the activity: _______________
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________

B. Site Information Under Other Ownership or Operation

1. Provide the following information about the previous owner or
about any entity or person to whom the transferor leased the
property or with whom the transferor contracted for the
management of the property:

Name:_______________________________________________________
_______________________________________________________
Type of business __________________________________________
or property usage __________________________________________
__________________________________________

2. Were there any units (operating or closed) at the property
that were used by the previous owners or tenants of the
transferor to manage Hazardous Materials or petroleum
requiring a permit under or a notification to a governmental
authority pursuant to an Environmental Law?

/ / Yes / / No

III. CERTIFICATION

A. The undersigned certifies that the information submitted is true
and accurate.

__________________________________________
TRANSFEROR (or on behalf of Transferor)

B. This form was delivered to me with all elements completed on
_____________, 19__.

_________________________________________
TRANSFEREE (or on behalf of Transferee)

-5-

<PAGE>
Draft of
April 28, 1995
EXHIBIT K
(ASSET PURCHASE AGREEMENT)

TRANSITION SERVICE AGREEMENT

This Transition Service Agreement is made and entered
into as of this ___ day of May, 1995 (the "Agreement") by and
between Foodbrands America, Inc., a Delaware corporation
("Foodbrands") and Thorn Apple Valley, Inc., a Michigan corporation
("TAV") with reference to the following:

(i) Foodbrands and certain of its affiliates, as
Sellers, and TAV, as Purchaser, are parties to an Asset Purchase
Agreement dated as of the ____ day of April, 1995 (the "Purchase
Agreement");

(ii) Terms used herein, which are not otherwise defined,
shall have the meanings set forth in the Purchase Agreement;

(iii) Pursuant to the Purchase Agreement, TAV has this
date purchased the Facilities and other assets previously operated
as the Division by Foodbrands;

(iv) Foodbrands provides certain services and functions
to the Division which are not included in the Purchased Assets and
it is not practical for TAV to provide all of these services
immediately upon consummation of the Purchase Agreement; and

(v) TAV desires to have Foodbrands to continue to
perform certain of the services previously provided by Foodbrands,
as hereinafter specifically set forth.

NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Foodbrands
and TAV agree as follows:

1. TERM; EXTENDED TERM. This Agreement shall commence
on the Closing Date and shall continue, unless terminated sooner by
agreement of the parties or upon not less than sixty days notice by
TAV, for six months after the Closing Date. TAV, upon written
notice given to Foodbrands not less than 30 days prior to the end
of the then existing foregoing term, mayhas two options to extend
this Agreement for an additional three months on each option(the
"Extended Term"). During the Extended Term all provisions of this
Agreement shall continue unaffected, with the exception of Section
5. The fees payable pursuant to Section 5 (excluding the amounts
payable pursuant to Sections 2.3 and 2.5) during the Extended Term
shall be One Hundred Twenty percent (120%) previously payable
pursuant to Section 5.; provided, TAV shall reimburse Foodbrands
for all increased expenses and out-of-pocket cost, subject to
reasonable documentation provided by Foodbrands, resulting to
Foodbrands as a result of TAV extending the term, including without
limitation, any cost resulting from the expansion (purchase of
additional hardware or otherwise) of the MIS System as reasonably
determined by Foodbrands to accomodate TAV's use during the
Extended Term.

<PAGE>

2. OFFICE SPACE. In accordance with the terms of this
Agreement, Foodbrands will, or will cause its subsidiaries to,
provide to TAV office space at the corporate headquarters of
Foodbrands in Oklahoma City, Oklahoma (consisting of Suite 900W,
2601 Northwest Expressway, and referenced to herein as the
"Corporate Premises") and at the Edwardsville, Kansas facility of
Foodbrands (the "Edwardsville Premises"), of the nature and quality
as previously utilized by the employees of the Division which are
hired by TAV (the "Transferred Employees") at such locations.
Foodbrands is not guaranteeing or agreeing to provide space of any
specific location or square footage, but is agreeing to provide
space consistent with the needed at such locations by the
Transferred Employees. Foodbrands may, from time to time, require
TAV to relocate the Transferred Employees within any given building
but will give TAV reasonable notice under the circumstances. The
use and occupancy by TAV of the space is subject to the following:

2.1 Certain personal property within the space
previously occupied by the Transferred Employees is being
transferred to TAV at Closing; other personal property at such
locations is used by the Transferred Employees but is owned by
Foodbrands. To the extent the Transferred Employees used such
personal property of Foodbrands in connection with their employment
by the Division, the use of the office space in question includes
the use of such personal property. The office space and the
personal property, if applicable, to be provided pursuant to this
Agreement shall be referred to as the "Premises" or as the
Corporate Premises or Edwardsville Premises, where applicable.

2.2 The Premises will be used by TAV solely for the
purpose of conducting its continuation of the business previously
conducted by the Division.

2.3 The rent payable for the Corporate Premises
shall be equal to the actual cost of such space to Foodbrands; no
additional rent is payable for the Edwardsville Premises. The rent
owed pursuant to this Section 2.3 shall be payable on or before the
8th day of each calendar month throughout the term of this
Agreement, and shall be paid in advance. The current amount of
rent for the Corporate Premises is $7,600 per month; Foodbrands
will notify TAV of any increase or additional charges attributable
to the Corporate Premises.

2.4 TAV's use of the Premises shall be in
compliance with all applicable laws and the terms of all leases
pursuant to which Foodbrands holds the Premises. TAV shall not be
responsible for any maintenance and repair of the Premises nor
responsible for any routine janitorial services. Upon expiration
of this Agreement, Tenant will vacate and surrender the Premises in
the condition they were in on the date hereof, except for ordinary
wear and tear. TAV shall make no alteration, addition, or

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<PAGE>

improvement in or to the Premises without Foodbrands' prior written
consent.

2.5 The use of the Edwardsville Premises includes
all utility services used on or from the Edwardsville Premises
during the term hereof consistent with the utility services
previously provided to such Premises. TAV's use of the utility
services shall be limited to those reasonably necessary for the
operations of its business consistent with past practice of the
Division. By way of illustration and not limitation, Foodbrands is
not required to provide separate telephone lines or special
utilities required by any computer equipment used by TAV, except to
the extent such services are already available to such Premises.
All utility services provided at the Corporate Premises will be the
responsibility of TAV. Foodbrands shall not be liable for any
damage caused by any interruption or failure of utility services to
the Premises.

2.6 At the Edwardsville Premises TAV shall have
access to and be permitted to use the administrative office
services provided by Foodbrands at such location, consistent with
past practices. "Administrative office services" shall mean use of
copying machines, postage and mailing services and reception
services. There shall be no additional charge for administrative
office services other than for actual postage charges, so long as
TAV's use thereof is reasonable and consistent with past practice.
All existing telephone equipment is and shall continue to be owned
by Foodbrands. Foodbrands will bill TAV separately for all long
distance charges attributable to TAV and shall bill TAV its pro
rata (based on number of employees using telephones) portion of any
local and services charges. All administrative office services and
telephone charges at the Corporate Premises shall be the
responsibility of Foodbrands provided, however, TAV shall be
responsible and reimburse Foodbrands for all long distance charges.

2.7 All amounts payable under this Section 2 of
this Agreement shall be prorated for any partial period.

3. DISTRIBUTION CENTER SERVICES. In connection with
the operation of Division, Foodbrands previously utilized its
distribution center in Edwardsville, Kansas (the "Distribution
Center") as the storage and distribution facility for the Division.
Foodbrands will continue to provide distribution services for TAV
during the term of this Agreement, on the following terms:

3.1 Unless otherwise agreed by the parties, the
hourly employees of Foodbrands located at the Distribution Center
will continue to be employees of Foodbrands and not TAV. All
salaried employees which will perform for TAV the functions of (i)
order entry, (ii) invoicing, (iii) accounts receivable, (iv)
deduction resolution, (v) accounting, (vi) credit, and (vii) export
sales, with respect to the Division at the Distribution Center

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<PAGE>

shall, pursuant to the Purchase Agreement, become Transferred
Employees. All responsibility for and duties relating to billing,
accounts receivable, deduction research and resolution, credit
management, accounts payable, product management, export sales,
inventory management, supply and capital purchasing, meat
procurement, legal, tax and cash management, payroll and other
services previously provided by Foodbrands for the Division, except
to the extent specifically set forth in this Agreement, will be
performed by employees of TAV.

3.2 Foodbrands will provide reasonable storage
space in the Distribution Center or an adjacent cold storage
facility for all finished product of TAV produced from the
Facilities or pursuant to the Copack Agreements ("Inventory"). The
services to be rendered by Foodbrands pursuant to this Agreement
are limited to the Inventory and in volumes consistent with past
practices (the "Planned Volume").

3.3 The risk of loss for delays, interruptions,
spoilage, breakage and shrinkage shall be with TAV; provided,
Foodbrands will be liable to the extent that its acts constitute
gross negligence or willful misconduct. Any damage or destruction
to Inventory caused by personnel of Foodbrands during the term of
this Agreement shall be the responsibility of Foodbrands and
Foodbrands shall reimburse TAV the book value of such Inventory
based on the same accounting convention and methodology currently
used and consistently applied by Foodbrands. TAV will obtain
business interruption and other insurance insuring the Inventory;
such insurance will contain provisions waiving any subrogation
rights against Foodbrands.

3.4 TAV is responsible for procuring and
coordinating the shipping of Inventory to the Distribution Center.
All deliveries will be made to the Distribution Center in
accordance with the established policies and procedures of
Foodbrands.

3.5 Foodbrands will provide transportation and
traffic services from the Distribution Center for TAV during the
term of this Agreement. "Transportation and traffic services"
shall mean the shipping and distribution of the Inventory from the
Distribution Center in accordance with orders and shipping
instructions supplied by TAV. All orders and shipping instructions
of TAV will be supplied by TAV and processed by Foodbrands in
accordance with its established policies and procedures and in
accordance with past practices for the Division. Shipments of the
Inventory in accordance with such orders and shipping instructions
will be made by carriers operating under contract with Foodbrands
and will be consolidated with other shipments being made by
Foodbrands for its own account. All actual costs and expenses
associated with shipping the Inventory shall be the responsibility
of Foodbrands. TAV shall pay Foodbrands for all transportation and

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<PAGE>

traffic services in accordance with the freight arbitrary rates set
forth on Schedule 3(B) hereto. Foodbrands will provide to TAV on
a daily basis copies of all bills of lading and other shipping
reports reflecting the amounts shipped during such period. TAV
shall pay Foodbrands the amount due and owing for such
transportation and traffic services within seven (7) days after
receipt of the invoice. In the absence of manifest error, the
records maintained in the ordinary course of business by Foodbrands
shall be controlling.

3.6 TAV acknowledges that Foodbrands is not responsible
or liable for any acts of the carriers utilized by Foodbrands for
the shipping of the Inventory. Without limiting the generality of
the foregoing, Foodbrands will not be liable to TAV for any delays
caused by the carrier nor for any damage or spoilage occurring to
the Inventory while in the hands of the carrier. Foodbrands will
assign to TAV or otherwise assist TAV in collecting any damages or
reimbursement Foodbrands may be entitled to recover from a carrier
with respect to the Inventory.

4. MIS AND COMPUTERIZED BUSINESS SYSTEMS. Prior to the
Closing, Foodbrands provided to the Division access to its
computers and management information system (the "MIS Services").
Foodbrands agrees to continue to provide the MIS Services as
previously provided to the Division on the following terms:

4.1 The existing MIS Services will be provided on
an "AS IS" basis. Foodbrands will be responsible for any routine
upkeep required to keep the system running in accordance with past
practices of Foodbrands. Any incremental expense incurred on the
existing system to allow TAV to continue to use the MIS Services,
will be charged to TAV at the actual out-of-pocket costs to
Foodbrands. To the extent reasonably practicable, Foodbrands will
accommodate any request for modifications made by TAV, provided,
TAV will bear all actual expenses incurred. TAV acknowledges that
Foodbrands is not and cannot be responsible for processing and
resultant output thereof. Foodbrands makes no warranty, expressed
or implied, with respect to the MIS Services, nor does Foodbrands
guarantee the correctness of any information furnished under such
services except that Foodbrands will use its reasonable best
efforts to correct any errors in accordance with past practices.

4.2 All data, documents, material and information
("Data") arising after the Closing Date relating to the Purchased
Assets and TAV's operation thereof will remain the property of TAV.
It will be the responsibility of TAV to transmit all Data necessary
for Foodbrands to perform the MIS Services to Foodbrands'
equipment. Foodbrands shall have no responsibility or liability
for any delay, damage or loss resulting from transportation,
transmission or processing of the Data. Upon termination of this
Agreement, Foodbrands will cooperate and assist TAV (excluding any
obligation to make out-of-pocket expenditures) in transferring the

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<PAGE>

Data to TAV and will delete the Data from the MIS System; provided,
Foodbrands will keep a tape medium copy of the Data for its
records.

4.3 All software, systems, programs and modules
("Software") and all equipment ("Hardware") associated with the MIS
Services, other than the equipment which was assigned to TAV
pursuant to the Purchase Agreement, shall remain the property of
Foodbrands. TAV is not granted any rights in or to such Software
or Hardware other than the limited access granted during the term
of this Agreement.

4.4 TAV may cause to be installed, at TAV's
expense, necessary telephone lines, communications equipment and
software (all subject to the reasonable approval of Foodbrands), to
allow TAV to establish a communications link between TAV's IBM
AS/400 computer and Foodbrands, IBM AS/400 computer located at its
Oklahoma City office for purposes of transmitting Data relating to
the Division.

4.5 TAV agrees that (i) TAV will not provide access
to the MIS Services to any other person, (ii) TAV will not provide
access to the MIS Services to any employees or agents of TAV except
those conducting the business previously conducted by the Division,
and (iii) no employee or agent of TAV will access, copy or utilize
any Data of Foodbrands. Foodbrands may terminate this Agreement
without notice for a material violation of this Section 4.5.

4.6 Foodbrands will perform routine backup
procedures of the MIS System in accordance with past practices.

5. FEES. In addition to the rent and fees payable
pursuant to Sections 2.3 and 3.5 above, TAV shall pay to
Foodbrands, on a monthly basis no later than the 8th day of each
month, in advance, an amount equal to $59,400 per week less the
cost of those salaried employees transferred to TAV as described in
Section 3.1 above. To the extent the actual volume of Inventory
delivered to or shipped from the Distribution Center is in excess
of 110% of the Planned Volume, TAV shall reimburse Foodbrands for
any incremental cost incurred by Foodbrands as a result of such
increase.

6. INDEMNIFICATION BY TAV. TAV shall defend, indemnify
and hold Foodbrands, its subsidiaries and each of their respective
shareholders, affiliates, officers, directors, employees, agents,
successors and assigns from and against each and every loss,
damage, injury, harm, detriment, decline in value, lost
opportunity, liability, exposure, claim, demand, proceeding,
settlement, judgment, award, fine, penalty, tax, fee, charge, cost
or expense (including, without limitation, interest, penalties,
costs of preparation and investigation, and the fees, disbursements
and expenses of any attorney or other professional advisor) arising

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<PAGE>

out of, or relating, directly or indirectly to or resulting from:
(i) the conduct of TAV's business on the Premises; and (ii) any
acts or omissions of any employees, agents, servants,
yinvitees, or licensees of TAV or any of its subsidiaries,
employees or agents. Foodbrands may, from time to time, request
that TAV provide Foodbrands with evidence that TAV has general
liability insurance of a nature and amount reasonably acceptable to
Foodbrands, with Foodbrands named as an additional insured
thereunder.

7. LIMITATION OF LIABILITY. Foodbrands will not be
liable for any loss of business, special, incidental or
consequential damages of any kind, even if Foodbrands has been
advised of the possibility of such damage, including losses
suffered by any buyer from TAV, notwithstanding the cause for any
such loss or damage.

8. FORCE MAJEURE. If because of any occurrence or
condition beyond the reasonable control of Foodbrands, Foodbrands
is unable to carry out any of its obligations under this Agreement,
and if Foodbrands promptly gives to TAV at the beginning of the
period of force majeure or soon thereafter as is practical under
the circumstances written notice of such cause, then in such event,
Foodbrands shall be at liberty to suspend the performance by both
parties under this Agreement during the continuance of the events
or conditions causing delay, or prevention, and no liability for
damage shall attach to either party for such suspension.
Foodbrands shall take all reasonable measure to resume performance
under this Agreement at the earliest possible time except
Foodbrands reserves the right to settle strikes on its own
decision. The term "force majeure" shall include without
limitation, acts of God; acts of the public enemy; insurrections;
riots, labor disputes; labor or material shortages; fires;
explosions; floods; weather conditions; breakdown or damage to
plants, railroads, equipment or facilities not resulting from lack
of due diligence on the part of the parties to this Agreement or
their agents; subcontractors' embargoes; orders or acts of civil or
military authority; requirements of any government and other causes
of similar nature which wholly or partly prevent the delivery,
loading, transportation, transfer of the commodities hereunder or
provision of the surfaces contemplated hereby.

9. CONFIDENTIALITY BY TAV. TAV acknowledges that TAV
will be exposed to confidential and proprietary subject matter
which may constitute trade secrets of Foodbrands and accordingly,
TAV agrees that the Information (as defined below) of Foodbrands
shall be deemed confidential. Neither TAV, nor its officers,
directors, employees or agents shall (i) make copies of, take,
distribute or reveal the contents of all or any portion of any
computer programs (source code or modules), program documentation,
user manuals, Data, shipping information, rates, charges, customer
lists, suppliers, product information, distribution methods,

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<PAGE>

proprietary information, methods or processes (the "Information")
of Foodbrands without the written consent of an officer of
Foodbrands; or (ii) use the Information of Foodbrands in a manner
which would be harmful to Foodbrands or its customers, or which
would give TAV a competitive advantage as a result of using this
Information. Nothing contained in this Section shall be construed
as prohibiting TAV, its officers, directors, employees or agents
from utilizing in any manner, knowledge and experience of a general
nature or such Information as is available to the public in
general. The provisions of this Section 9 shall survive the
termination of this Agreement for a term of two years.

10. CONFIDENTIALITY BY FOODBRANDS. Foodbrands
acknowledges that Foodbrands will be exposed to confidential and
proprietary subject matter which may constitute trade secrets of
TAV and accordingly, Foodbrands agrees that the Information (as
defined below) of TAV shall be deemed confidential. Neither
Foodbrands, nor its officers, directors, employees or agents shall
(i) make copies of, take, distribute or reveal the contents of all
or any portion of any computer programs (source code or modules),
program documentation, user manuals, Data, shipping information,
rates, charges, customer lists, suppliers, product information,
distribution methods, proprietary information, methods or processes
(the "Information") of TAV without the written consent of an
officer of TAV; or (ii) use the Information of TAV in a manner
which would be harmful to TAV or its customers, or which would give
Foodbrands a competitive advantage as a result of using this
Information. Nothing contained in this Section shall be construed
as prohibiting Foodbrands, its officers, directors, employees or
agents from utilizing in any manner, knowledge and experience of a
general nature or such Information as is available to the public in
general. The provisions of this Section 10 shall survive the
termination of this Agreement for a term of two years.

11. ASSIGNMENTS. This Agreement and all rights and
duties hereunder shall not, without the prior written consent of
the parties hereto, be assigned by either of the parties hereto or
by operation of law. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns.

12. GOVERNING LAW. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State
of Oklahoma.

13. SALES TAX. All applicable state and local sales
taxes shall be added to the charges to TAV contemplated by this
Agreement.

14. ATTORNEYS' FEES. If any action or proceeding is
commenced by any party hereto for the purpose of enforcing any
provision of this Agreement, the prevailing parties in such action

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<PAGE>

or proceeding may receive as part of any award, judgment, decision
or resolution of such action or proceeding, their cost and
reasonable attorneys' fees.

15. ENTIRE AGREEMENT. This Agreement, together with the
Schedules hereto, contains the entire understanding of the parties
with regard to the subject matter hereof, supersedes all prior
agreements and understandings relating to the subject matter
hereof, and shall not be amended except by a written instrument
hereafter signed by all the parties hereto.

16. COUNTERPARTS. This Agreement may be executed by the
parties in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall
together constitute one and the same instrument.

17. DISPUTES. Any disputes arising under the provisions
of this Agreement shall be resolved by means of arbitration in
accordance with Section 15.10 of the Purchase Agreement.

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

FOODBRANDS AMERICA, INC. a Delaware
corporation

By ________________________________

THORN APPLE VALLEY, INC. a Michigan
corporation

By ________________________________

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<PAGE>

EXHIBIT L

(ASSET PURCHASE AGREEMENT)

SUPPLY AGREEMENT

THIS SUPPLY AGREEMENT (the "Agreement") is made and
entered into this ____ day of May 1995, by and between WILSON FOODS
CORPORATION, a Delaware corporation, and DOSKOCIL COMPANIES
INCORPORATED, a Delaware corporation (collectively "Wilson"), and
THORN APPLE VALLEY, INC., a Michigan corporation ("TAV") with
reference to the following circumstances:

(i) Wilson and certain of its affiliates have entered
into that certain Asset Purchase Agreement with TAV (the "Asset
Purchase Agreement"); and

(ii) This Supply Agreement is delivered in connection
with the closing of the Asset Purchase Agreement; and

(iii) Wilson has entered into that certain Private Label
Manufacturing Agreement dated May 13, 1992 with Farmland Foods,
Inc., a Kansas corporation ("Farmland"), as amended (the "Co-Pack
Agreement") pursuant to which Farmland has agreed to process and
package certain meat products for Wilson under Wilson's private
label and other labels sold by Wilson; and

(iv) TAV has been assigned [or has been provided the]
benefits and agreed to assume the liabilities of] that certain
Production Agreement (the "IBP Agreement") dated October 14, 1993,
between Doskocil Companies Incorporated and IBP, Inc. ("IBP"); and

(v) Prior to the closing of the Asset Purchase Agreement
certain canadian bacon products were produced at the facility
located in Concordia, Missouri (the "Concordia Facility") for
Wilson and the parties desire to provide for the continued supply
of such products to Wilson for a period to allow Wilson to remove
the equipment associated with such operations; and

(vi) The parties desire that Wilson will supply to TAV
certain of the products produced by Farmland pursuant to the Co-
Pack Agreement for the term provided below, and TAV will supply
certain products to Wilson produced for TAV pursuant to the IBP
Agreement for the term provided below on the terms and conditions
herein set forth.

<PAGE>

NOW, THEREFORE, in consideration of the foregoing and of
the mutual covenants stated below, the parties agree as follows:

ARTICLE I. FARMLAND PRODUCTS

1.1. SUPPLY. Throughout the term set forth in this
Article I of this Agreement, TAV shall purchase from Wilson and
Wilson shall sell to TAV the sliced cold cut, smoked sausage and
other products listed in Section 1.4, below, (the "Farmland
Products") under labeling and packaging consistent with Wilson's
current Specification and Packaging Supplies (as those terms are
defined in the Co-Pack Agreement). Spices will be supplied by TAV
and billed to Farmland or Wilson as directed by Wilson, which cost
will be included in the product cost, in accordance with the
Farmland Agreement.

1.2. PRICE AND OTHER TERMS OF SALE. The purchase price
for the Farmland Products will be the actual cost, including all
freight, storage, overhead and other cost of the Product, to
Wilson as delivered to such destinations as TAV shall designate.
Wilson shall invoice TAV weekly for Farmland Products delivered
during the preceding week. TAV shall pay within two business days
after receipt of such invoice by wire transfer of readily available
funds to an account at Wilson Brands Corporation at [First Bank]
N.A., Minneapolis, Minnesota, account #1-602-3419-0512R.]

1.3. SPECIFICATIONS; TITLE. Specifications for Farmland
produced products will be as in existence on the initial date of
this Supply Agreement. TAV shall have the same right to inspect
and reject for cause Product and Packaging Supplies (as defined in
the Co-Pack Agreement) as Wilson has under the Co-Pack Agreement.
Title to the Product and risk of loss to the Product will pass to
TAV at such time as it passes to Wilson pursuant to the terms of
the Co-Pack Agreement.

1.4. QUANTITIES. During the term of this Agreement, TAV
will purchase from Wilson the following volumes on a monthly basis

<TABLE>
<CAPTION>
MONTHLY
PRODUCT CATEGORY PURCHASED VOLUME
---------------- ----------------
<S> <C>

Sliced Coldcuts 1.5 million pounds -10%/+20%

Smoked Sausage 400,000 pounds -10%/+20%

Stick Sausage Farmland Products 80,000 pounds -10%/+20%

Pork Sausage 60,000 pounds -10%/+20%
</TABLE>

TAV will place its orders weekly for the list of Farmland Products
to be produced the subsequent week. Such orders will include a

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<PAGE>

description of the Product and tonnage; special labeling
instructions may be given separately. TAV will provide Wilson with
monthly forecast of TAV's needs for Product on or before the 15th
day of the preceding month.

1.5. TERM. The term of this Article II shall commence on
the date hereof and shall extend for a period of ninety (90) days
following the date hereof,; provided, Wilson may extend the term of
this Article I for an additional 60 days by giving written notice
to TAV 20 days prior to the end of its term, provided, further,
however, this Article II shall be automatically terminated upon
termination of the Co-Pack Agreement, if earlier. Wilson will use
its reasonable best efforts to maintain the Co-Pack Agreement in
full force and effect for ninety (90) days.

1.6. WARRANTY/INDEMNIFICATION. Wilson warrants to TAV
the quality of the Product to the same extent that Wilson is
entitled to warranties from Farmland. Wilson also agrees to
indemnify and hold TAV harmless from and against any and all
claims, liabilities, demands, expense, damages and cost, including
attorney's fees, to the full extent that Wilson is entitled to such
indemnification from Farmland.

ARTICLE II. IBP PRODUCTS

2.1. SUPPLY. Throughout the term set forth in this
Article II of this Agreement, Wilson shall purchase from TAV and
TAV shall sell to Wilson, standard cooked hams to be distributed by
Wilson through its Wilson's Continental Deli division or Wilson
Foodservice or Doskocil Foodservice divisions (the "IBP Products")
under labeling and packaging Specifications and Packaging Supplies
(as those terms are defined in the IBP Agreement) provided to TAV
consistent with the terms of the IBP Agreement.

2.2. PRICE AND OTHER TERMS OF SALE. The purchase price
for the IBP Products will be the actual standard direct cost, fixed
overhead charge of $10.30 per Cwt., and all applicable freight and
storage costs. TAV shall invoice Wilson weekly for IBP Products
delivered during the previous week. Wilson shall pay within two
business days after receipt of such invoice by wire transfer of
readily available funds to an account at _______________________
________________________________________________________________.

2.3. SPECIFICATIONS; TITLE. Specifications for IBP
Products will be as provided by Wilson from time to time to TAV so
long as such Specifications are consistent with the terms of the
IBP Agreement. All Specifications provided by Wilson will be
maintained by TAV as confidential and will only be used to provide
the IBP Products. Wilson shall have the same right to inspect and
reject for cause IBP Products and Packaging Supplies (as defined in
the IBP Agreement) and to request product information as TAV has

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<PAGE>

under the IBP Agreement. Title to the IBP Products and risk of
loss to the IBP Products will pass to Wilson at such time as it is
unloaded at the destination designated by Wilson.

2.4. QUANTITIES. During the term of this Article II,
Wilson will purchase from TAV the following volumes on a weekly
basis:

<TABLE>
<CAPTION>
WEEKLY
PURCHASED VOLUME PRODUCT CATEGORY
---------------- ----------------
<S> <C>
Standard Cooked Hams 200,000 pounds -10%/+20%
</TABLE>

Wilson will place its orders weekly for the list of IBP Products to
be produced the subsequent week. Such orders will include a
description of the IBP Products and tonnage; special labeling
instructions may be given separately.

2.5. TERM. The term of this Article II of this Agreement
shall commence on the date hereof and shall extend for a period of
one hundred eighty (180) days following the date hereof, provided,
however, this Article II may be terminated upon 10 days notice by
Wilson after the first ninety (90) days of this term. Upon
termination of this Article II, Wilson shall be permitted
reasonable access to the Council Bluff, Iowa facility to remove the
Ildelman ham molds which were excluded from the Purchased Assets
(as defined in the Asset Purchase Agreement).

2.6. WARRANTY/INDEMNIFICATION. TAV warrants to Wilson
the quality of the IBP Products to the same extent that TAV is
entitled to warranties from IBP. TAV also agrees to indemnify and
hold Wilson harmless from and against any and all claims,
liabilities, demands, expense, damages and cost, including
attorney's fees, to the full extent that TAV is entitled to such
indemnification from IBP.

ARTICLE III. CANADIAN BACON OPERATIONS

3.1. PRODUCTION; SUPPLY. Utilizing the Concordia
Facilities and the equipment of Wilson described on Schedule 1
hereto (the "Wilson Equipment") TAV agrees to produce and sell to
Wilson canadian bacon products (the "CB Products") in accordance
with specifications provided from time to time by Wilson to TAV
consistent with current product specifications. Wilson will
provide at least one supervisor at the Concordia Facility to
oversee the production of the CB Products. TAV will provide all
other equipment and labor necessary hereunder.

3.2. RAW MATERIALS; PACKAGING. Wilson will purchase and
pay for all raw materials and packaging supplies necessary for the
production of the CB Products. Packaging supplies consistent with
past use will be maintained at the Concordia Facility and raw

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<PAGE>

material will be stored in separate off-site storage facilities at
Wilson's cost, except such amount as is maintained on site to
provide for continuous operations.

3.3. QUANTITIES. Wilson will provide to TAV by the
close of business on Wednesday of each week the order for CB
Product to be produced the following week. Quantities requested
will be consistent with past production volumes for CB Products at
the Concordia Facility.

3.4. PRICING. In consideration for the production of the
CB Products, Wilson will pay to TAV the sum of $23,600 per week
PLUS $8.50 per Cwt. of all CB Products delivered during such week.
TAV will invoice Wilson weekly on Monday of each week for the
preceding week. Wilson will pay each invoice with two business
days after receipt by company check deposited into the mail.

3.5. TITLE AND RISK OF LOSS. Title to the Wilson
Equipment, raw material and the CB Products shall remain with
Wilson at all times. Wilson shall bear the risk of loss to the
Wilson Equipment, raw materials and the CB Products except to the
extent such loss is caused by the negligence or intentional act of
the TAV.

3.6. TERM. This Article III shall be for a term of
ninety (90) days, provided, Wilson may terminate this Article upon
ten days written notice to TAV. Upon termination of this Article
III Wilson shall be permitted reasonable access to the Concordia
Facility to remove the Wilson Equipment, which equipment will be
removed within seven days after termination of this Article. Such
removal will be done in a good and workmanlike manner.

ARTICLE IV. GENERAL TERMS

4.1. DISPUTE RESOLUTION. If the parties to this
Agreement are unable to resolve any dispute between themselves
arising out of this Agreement within thirty (30) days after either
party gives the other notice of such dispute, then the parties
shall submit the dispute to mediation pursuant to the provisions of
Section 4.1.1 hereof.

4.1.1. MEDIATION. Each and every controversy or
claim between the parties and arising out of or relating to this
Agreement that the parties have not resolved pursuant to Section 7
shall be submitted by the parties to mediation before any other
action shall be taken with respect thereto. Any party desiring to
institute such mediation process shall provide written notice to
the other parties of the nature of such controversy or claim and
within ten (10) days of such notice shall submit the matter for
mediation to any reputable, recognized alternative-to-litigation
program doing business in Kansas City, Missouri. The parties shall
comply with the rules and regulations of such organization and

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<PAGE>

shall meet and confer at reasonable times upon reasonable notice in
order to resolve any such controversy or claim. The parties shall
pursue mediation in good faith and in a cooperative effort and
shall not withdraw from the mediation process arbitrarily. If such
mediation fails to resolve the dispute within forty-five (45) days
of the date of the notice submitting the matter to mediation, such
controversy or claim shall be settled in accordance with the
provisions of Section 4.1.2. hereof.

4.1.2. Arbitration. Each and every controversy
or claim arising out of or relating to this Agreement, not
otherwise disposed of pursuant to the provisions of Section 4.1
and/or 4.1.1. above, shall be settled by arbitration conducted
pursuant to the Commercial Arbitration Rules of the American
Arbitration Association, except as may be otherwise provided
herein. This agreement to arbitrate shall survive the rescission
or termination of this Agreement. If available, the panel used
shall be selected from the "Food Industry Panel" employed by the
American Arbitration Association and the decision of the
arbitrators shall be final and binding on all parties. All
arbitration shall be undertaken pursuant to the Federal Arbitration
Act, where applicable, and the decision of the arbitrators shall be
enforceable in any court of competent jurisdiction. Notice of the
demand for arbitration shall be filed in writing with the other
party to this agreement and with the Kansas City, Missouri office
of the American Arbitration Association, which such demand shall
set forth in the same degree of particularity as required for
complaints under the Federal Rules of Civil procedure the claims to
be submitted to arbitration. Within thirty (30) days after the
demand for arbitration the parties shall exchange appropriate
copies of all documents on which their respective claims and
defenses are based and a list of all persons whom the parties will
call as witnesses with respect to such claims and defenses. In no
event shall the demand for arbitration be made after the date when
institution of legal or equitable proceedings based on such claim,
dispute or other matter in question would be barred by the
applicable statutes of limitations. This Agreement to arbitrate
may be specifically enforced by a court of competent jurisdiction.

In any dispute in which any party seeks in excess of
$50,000 in damages, three arbitrators shall be employed. In all
disputes, the arbitrator(s) shall not award consequential or
punitive damages. Each party hereby waives the right to
consequential and punitive damages and agrees to receive only those
actual damages resulting from the claim asserted. The arbitrators
are by this agreement directed to conduct the arbitration hearing
no later than six months from the service of the statement of claim
and demand for arbitration unless good cause is shown establishing
that the hearing cannot fairly and practically be so convened. The
arbitrators shall have the authority and jurisdiction to enter any
pre-arbitration awards that would aid and assist the conduct of the
arbitration or preserve the parties' rights with respect to the

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<PAGE>

arbitration as the arbitrators shall deem appropriate in their
discretion. The award of the arbitrators shall be in writing and
it shall specify in detail the issues submitted to arbitration and
the award of the arbitrators with respect to each of the issues so
submitted.

The provisions of the Federal Rules of the Civil
Procedure relating to the right of discovery in civil actions shall
be applicable to such arbitration proceedings except as modified by
the terms of this Agreement. Except as needed for presentation in
lieu of a live appearance, depositions shall not be taken. The
parties shall be entitled to engage in document discovery by
requesting production of documents. Responses or objections to
such requests shall be served twenty (20) days after receipt of a
request. The arbitrators shall resolve any discovery disputes by
such prehearing conferences as may be needed. All parties agree
that the arbitrator(s) and any counsel of record to the proceeding
shall have the power of subpoena process as provided by law.

The prevailing party as determined by the arbitrators
shall be entitled to recover form the losing party reasonable
expenses, attorneys' fees and costs incurred in connection with the
arbitration and the mediation and in the enforcement or collection
of any judgment or award rendered therein. The prevailing party
means the party determined by the arbitrators to have most nearly
prevailed, even if such party does not prevail in all matters, or
is not the party in whose favor an award is rendered. Included
within the cost recoverable pursuant to the terms of this Section
shall be included services of process costs, filing fees, mediation
fees, arbitration fees, arbitrators' fees, court and reporter
costs, investigative costs, and expert witness fees.

The award pursuant to such arbitration will be final,
binding and conclusive upon final determination of the award, the
parties determined obligated to pay will pay to the party
determined entitled thereto, within thirty (30) days of such final
determination, the full amount, in cash, of such award (which shall
include such fees and costs as awarded by the arbitrators). In
addition, if the party determined to be obligated to pay does not
pay in full the award, the same will be increased by 10% per annum
for the period that it is not paid in full.

The parties recognize that this Agreement shall create
between them a kind of relationship that could give rise to the
need by one or more of the parties for emergency judicial relief.
Either party shall be entitled to pursue such relief for emergency
or preliminary injunctive relief in any court of competent
jurisdiction, but immediately following the issuance of any such
emergency or injunctive relief each party shall consent to the stay
of such judicial proceedings on the merits pending arbitration of
all underlying claims between the parties.

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<PAGE>

4.2. ATTORNEYS' FEES AND COSTS. In the event suit is
brought to enforce any of the terms of this Agreement, the losing
party shall pay to the prevailing party its reasonable attorneys'
fees and costs incurred in any proceeding to enforce the terms of
this Agreement.

4.3. AMENDMENT OR WAIVER. This Agreement shall not be
amended, nor shall any of its terms be deemed to have been waived
by either party, unless such amendment or waiver be in writing and
signed by the parties hereto.

4.4. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Oklahoma.

4.5. COUNTERPARTS. This Agreement may be executed in
multiple counterparts, which taken together shall constitute one
instrument and each of which shall be considered an original for
all purposes.

4.6. TIME IS OF THE ESSENCE. The parties agree that
time is of the essence under this Agreement.

4.7. NOTICES. All communications required or permitted
under this Agreement shall be in writing, and sent to the following
addresses or to such other address requested by the parties by
notice as herein provided:

(1) Notices to Wilson:

Wilson Foods Corporation
P.O. Box 26724
Oklahoma City, Oklahoma 72126

Attention: ____________________

(2) Notices to TAV:

Thorn Apple Valley, Inc.
18700 West Ten Mile Road
Southfield, Michigan 48075

Attention: _____________________

4.8. MISCELLANEOUS.

4.8.1. BINDING EFFECT. This Agreement shall inure
to the benefit of, and be binding upon, the parties hereto, their
respective successors and assigns. Provided, however, that neither
this Agreement nor the rights and obligations hereunder shall be
assignable by either party without the written consent of the

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<PAGE>

other, and any purported assignment in contravention hereof shall
be void.

4.8.2. SCHEDULES. Any Schedule attached hereto is
made a part hereof and is fully incorporated herein by reference.

4.8.3. ENTIRE AGREEMENT. This Agreement embodies
the entire understanding of the parties hereto in relation to the
purchase of products by Wilson or TAV and supersedes any other
agreement between the parties to the extent the latter covers the
same subject matters; provided, in the event of any conflict
between this Agreement and the Asset Purchase Agreement, the terms
of the Asset Purchase Agreement shall control. There are no
representations, promises, warranties, understandings or
agreements, express or implied, oral or otherwise, in relation
thereto, except expressly referred to or set forth herein.

4.8.4. HEADINGS. Headings or captions of the
paragraphs in this Agreement are for convenience of reference only,
and in no way define or limit or describe the intent of this
Agreement or any provision of any paragraph hereof.

4.8.5. PARTIAL INVALIDITY. In the event that any
of the provisions or portions thereof of this Agreement are held to
be unenforceable or invalid by any court of competent jurisdiction,
the validity and enforceability of the remaining provisions or
portions hereof shall not be affected thereby.

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

DOSKOCIL COMPANIES INCORPORATED

By ______________________________
R. Randolph Devening
President

WILSON FOODS CORPORATION

By ______________________________
R. Randolph Devening
President

"WILSON"

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<PAGE>

THORN APPLE VALLEY, INC.

By ______________________________
______________
______________

"TAV"

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<PAGE>

EXHIBIT M
(ASSET PURCHASE AGREEMENT)

FORM OF
OPINION OF PURCHASER'S COUNSEL

___________, 1995

Foodbrands America, Inc.
2601 Northwest Expressway
Suite 1000W
Oklahoma City, Oklahoma 73112

Re: Asset Purchase Agreement by
and among Thorn Apple
Valley, Inc. ("Purchaser")
and Foodbrands America, Inc.
(survivor by merger to
Doskocil Companies
Incorporated) and Wilson
Foods Corporation, Concordia
Foods Corporation, Dixie
Food Company and Shreveport
Food Company (collectively
the "Seller" or "Sellers")

Gentlemen:

We have acted as counsel to Thorn Apple Valley, Inc., a
Michigan corporation ("Purchaser") in connection with the Asset
Purchase Agreement, dated as of May __, 1995 (the "Agreement"), by
and among Purchaser, Foodbrands America, Inc. (survivor by merger
to Doskocil Companies Incorporated) and Wilson Foods Corporation,
Concordia Foods Corporation, Dixie Food Company and Shreveport Food
Company (collectively the "Seller" or "Sellers"). Unless the
context indicates otherwise, capitalized terms used in this opinion
letter that are defined in the Agreement shall have the meanings
given to such terms in the Agreement. This opinion letter is
rendered to you pursuant to Section 9.3(k) of the Agreement.

[The Legal Opinion Accord, if using]

<PAGE>

[Other Qualifications]

On the basis of and in reliance upon the foregoing
examination, inquiries and assumptions and such other matters as we
have deemed appropriate, and subject to the exceptions,
qualifications and limitations contained herein, we are of the
opinion that:

1. Purchaser is duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Michigan with the corporate power to own or lease real and
personal property and to engage in the food processing and food
manufacturing business. Purchaser is duly qualified to transact
business and is in good standing as a foreign corporation in the
States of __________ and ____________.

2. Purchaser has all requisite corporate power and has
taken all corporate action necessary to execute, deliver and
perform the Agreement and the Assignment and Assumption of Personal
Property Leases, the Noncompete Agreement, the Assignment and
Assumption of Division Contracts Agreement, the Assignment and
Assumption of Sales Office Leases, the Assignment and Assumption of
Assumed Liabilities, the Assignment and Assumption of Receivables
and Customer Purchase Orders, the Transition Service Agreement,
[the Supply Agreement] and other agreements and certificates
provided for in the Agreement ("the Additional Agreements"). The
Agreement and the Additional Agreements have been duly authorized
by all necessary corporate action and duly executed and delivered
by Purchaser. The Agreement and the Additional Agreements
constitute the legal, valid and binding obligation of Purchaser,
enforceable against Purchaser, each in accordance with its
respective terms, except that enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, and similar laws affecting the rights of
creditors generally, and by general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law) and by public policy considerations
that may limit the rights of Purchaser to obtain certain remedies
and indemnification.

3. Neither the execution and delivery of the Agreement
or the Additional Agreements by Purchaser, nor the consummation of
the transactions contemplated thereby, will result in: (a) a
violation of any provision of the Articles of Incorporation or
Bylaws of Purchaser; (b) to our knowledge a breach of, or default
under, the terms or provisions of any material contract, agreement,
note, bond, mortgage, indenture, lease or other instrument known to

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<PAGE>

us to which Purchaser is a party, which breach or default would
have a material adverse effect on Purchaser or its ability to
consummate the transactions contemplated thereby or (c) a violation
by Purchaser of (i) any federal or Michigan statute, rule,
regulation or code, or any provision of the corporate law of
Michigan, or (ii) to our knowledge, any order, judgment, writ,
injunction, decree or award, addressed to and binding on Purchaser
which violation would have a material adverse effect on Purchaser
or its ability to consummate the transactions contemplated thereby.

4. To our knowledge, Purchaser is not a party to,
subject to or bound by any judgment, writ, prohibition, injunction
or decree of any court or other governmental body which would
prevent the execution, delivery and performance by Purchaser of the
Agreement and the Additional Agreements.

5. To our knowledge, no legal proceedings has been
instituted or overtly threatened against Purchaser which seek to
prohibit the consummation of the transactions contemplated by the
Agreement or the Additional Agreements or to obtain substantial
damages with respect thereto.

Members of this firm are admitted to practice only in the
State of Michigan and do not purport to be experts on, and are not
expressing any opinion with respect to, any laws other than the
laws of the State of Michigan and the federal laws of the United
States of America, and we assume no responsibility as to the
applicability or effect of any other law.

[Additional Qualifications]

Very truly yours,

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<PAGE>

EXHIBIT N
(ASSET PURCHASE AGREEMENT)

FORM OF
OPINION OF SELLER'S COUNSEL

___________, 1995

Thorn Apple Valley, Inc.
18700 West Ten Mile Road
Southfield, Michigan 48075

Gentlemen:

We have acted as counsel to Foodbrands America, Inc.
(survivor by merger to Doskocil Companies Incorporated) and Wilson
Foods Corporation, Concordia Foods Corporation, Dixie Food Company
and Shreveport Food Company (collectively the "Seller" or
"Sellers"), in connection with the Asset Purchase Agreement, dated
as of May __, 1995 (the "Agreement"), by and among Sellers, each of
which are Delaware corporations, and Thorn Apple Valley, Inc., a
Michigan corporation ("Purchaser"). Unless the context indicates
otherwise, capitalized terms used in this opinion letter that are
defined in the Agreement shall have the meanings given to such
terms in the Agreement. This opinion letter is rendered to you
pursuant to Section 10.4(n) of the Agreement.

This Opinion Letter is governed by, and shall be
interpreted in accordance with, the Legal Opinion Accord (the
"Accord") of the ABA Section of Business Law (1991). As a

<PAGE>

consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and
this Opinion Letter should be read in conjunction therewith. The
law covered by the opinions expressed herein is limited to the
Federal Law of the United States, the law of the State of Oklahoma
and the corporate law of the State of Delaware.

With respect to the opinions expressed in paragraphs 2
and 3 below, we are expressing no opinions as to the applicability
to or effect of the anti-trust laws of the United States of America
or the State of Oklahoma or any other jurisdiction on the
Agreement, the Noncompete Agreement, any other agreement referred
to herein or the transactions contemplated thereby. In addition,
with respect to paragraph 2 below, we are expressing no opinion as
to (i) the enforceability of provisions that purport to (a)
establish any evidentiary standard, (b) specify any interpretation
or standard of interpretation, (c) specify the scope or effect of
any waiver or any omission or delay of enforcement of any remedy,
(d) dictate severance or reformation of contractual remedies or (e)
confer or restrict equitable remedies or defenses or (ii) the
enforceability of the Noncompete Agreement.

1. Each of the Sellers is duly incorporated and is
validly existing as a corporation in good standing under the laws
of the State of Delaware with the corporate power to own or lease
real and personal property and to engage in the food processing and
food manufacturing business. Sellers are duly qualified to
transact business and is in good standing as a foreign corporation
in the States described in Schedule 4.1 to the Agreement.

2. Each of the Sellers has all requisite corporate
power and has taken all corporate action necessary to execute,
deliver and perform, the Agreement and the Bill of Sale (Machinery
and Equipment), the Assignment and Assumption of Personal Property
Leases, the Noncompete Agreement, the Assignment and Assumption of
Division Contracts Agreement, the Assignment and Assumption of the
Sales Office Leases, the Assignment and Assumption of Assumed
Liabilities, the Assignment and Assumption of Receivables and
Customer Purchase Orders, the Transition Service Agreement, [the]
Supply Agreement], the Assignment of Seller's Marks, the warranty
deeds and other agreements and certificates provided for in this
Agreement (collectively, the "Additional Agreements"). The
Agreement has been duly authorized by all necessary corporate
action and duly executed and delivered by each of the Sellers. The
Additional Agreements have been duly authorized by all necessary

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<PAGE>

corporate action and duly executed and delivered by the appropriate
Seller. The Agreement and the Additional Agreements with the
exception of the Noncompete Agreement (the "Sellers' Documents"),
if construed under the laws of the State of Oklahoma, constitute
the legal, valid and binding obligations of Seller, enforceable
against Sellers, in the case of the Sellers' Documents, each in
accordance with its respective terms, except that enforcement may
be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and similar laws affecting the
rights of creditors generally, and by general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law) and by public policy considerations
that may limit the rights of Purchaser to obtain certain remedies
and indemnification.

3. Neither the execution and delivery of the Agreement
or the Additional Agreements by Sellers, nor the consummation of
the transactions contemplated thereby, will result in: (a) a
violation of any provision of the Certificates of Incorporation or
Bylaws of any of Sellers with respect to the Agreement and the
Additional Agreements; (b) to our knowledge, assuming consents have
been obtained, a breach of, or default under, the terms or
provisions of any material contract, agreement, note, bond,
mortgage, indenture, lease or other instrument known to us to which
any of the Sellers is a party, which breach or default would have
a material adverse effect on Sellers or their ability to consummate
the transactions contemplated thereby or (c) a violation by Sellers
of (i) any federal or Oklahoma statute, rule, regulation or code,
or any provision of the corporate law of Delaware, or (ii) to our
knowledge, any order, judgment, writ, injunction, decree or award,
addressed to and binding on Sellers, which violation would have a
material adverse effect on Sellers or their ability to consummate
the transactions contemplated thereby.

4. To our knowledge, none of the Sellers is a party to,
subject to or bound by any judgment, writ, prohibition, injunction
or decree of any court or other governmental body which, in the
case of any Seller, would prevent the execution, delivery and
performance by such Seller of the Agreement and the Additional
Agreements.

5. To our knowledge, no legal proceedings have been
instituted or overtly threatened against any of the Sellers which
seek to prohibit the consummation of the transactions contemplated
by the Agreement or the Additional Agreements or to obtain
substantial damages with respect thereto.

Members of this firm are admitted to practice only in the
State of Oklahoma and do not purport to be experts on, and are not
expressing any opinion with respect to, any laws other than the
laws of the State of Oklahoma, the corporate law of the State of
Delaware and the federal laws of the United States of America, and

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<PAGE>

we assume no responsibility as to the applicability or effect of
any other law.

In addition to the qualifications listed above, the
foregoing opinions are qualified and limited in the following
respects:

(a) The opinions expressed in paragraph 1
concerning the corporate status of the Sellers and paragraph 3(b)
in respect to material contracts, agreements, notes, bonds,
mortgages, indentures, leases or other instruments of the Sellers
are made in reliance upon, and subject to the qualifications
contained in, the opinion of Darian B. Andersen, Esq., Secretary
and General Counsel, Foodbrands America, Inc., of even date
herewith, a copy of which is attached as Exhibit A hereto; and

(b) The opinions expressed herein are specific to
the matters and documents referred to herein, and no opinion may be
inferred beyond the opinions so expressed. The opinions expressed
herein are solely for your benefit in connection with the
transactions contemplated by the Agreement and may not be relied
upon by any other person for any purpose whatsoever, except to the
extent authorized in the Accord, without the express written
consent of this firm. The opinions expressed herein are as of the
date hereof, and we disclaim any obligation to advise you of
matters which may hereafter come to our attention or changes of law
which may hereafter occur.

Very truly yours,

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