Co-pack Agreement Dated 11-19-1997

FIRST AMENDED AND
RESTATED
PRODUCTION AGREEMENT
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This First Amended and Restated Production Agreement (the "Agreement") is made as of the 19th day of November, 1997, by and between Aurora Foods, Inc. (formerly known as MBW Foods, Inc.), a Delaware corporation ("Buyer"), and The Red Wing Company, Inc., a Delaware corporation ("Producer").


WITNESSETH


WHEREAS, Buyer and Producer entered into a Production Agreement dated as of June 9,1997;


WHEREAS, Buyer and Producer desire to amend and restate such Production Agreement;


WHEREAS, Buyer possesses formulas and processes for the manufacture of certain food products described in Schedule A hereto (the "Products");
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WHEREAS, Producer is engaged in the business of manufacturing and mixing food products, including food products similar to the Products;


WHEREAS, Producer has facilities and expertise for the production of the Products; and


WHEREAS, Buyer and Producer desire to define and develop a business relationship whereby Producer will manufacture and sell, and Buyer will purchase, the Products subject to the terms and conditions set forth herein.


NOW THEREFORE, for mutual and adequate consideration, Producer and Buyer agree as follows:


1. TERM. Unless earlier terminated in accordance with Section 22 hereof, this
Agreement shall commence as of June 9, 1997, (the "Commencement Date") and
shall end on the fifth anniversary of the Commencement Date (the "Original
Term") and shall be subject to automatic renewal for additional consecutive
one year terms (the "Renewal Term or Terms") unless a decision is made by
either party not to renew. My decision not to renew shall be submitted in
writing by the party making such decision no later than one-hundred eighty
(180 ) days prior to the expiration of the Original Term or any Renewal
Term. The "Agreement Term" shall mean the Original Term, and if this
Agreement is renewed, the Renewal Term or Terms.


2. PRODUCTION FACILITIES. The Products will be manufactured at Producer's
facilities located at San Jose, California (the "San Jose Plant"), Streator,
Illinois (the "Streator Plant"), Fredonia, New York (the "Fredonia Plant"),
and any other plant location of Producer as is approved in advance by Buyer,
which approval shall not be unreasonably withheld (each, an "Approved
Facility").


3. PRODUCTS. Subject to the terms and conditions of this Agreement, Producer
agrees to manufacture and sell to Buyer, and Buyer agrees to purchase from
the Producer, the Products as set forth on Schedule A in such quantities and
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at such Approved Facilities as shall be determined from time to time in the
sole judgment of Buyer. Notwithstanding the foregoing, Buyer agrees that (i)
during the first year of the Original Term (with the first year being
measured from the Commencement Date to the day immediately preceding the
first anniversary of the Commencement Date), Buyer shall order at least one
million five hundred thousand equivalent cases of Products from the Producer
(with an equivalent case being equal to 288 ounces of the Products) and (ii)
during each year of the Original Term thereafter, Buyer shall order at least
two million five hundred thousand equivalent cases of Products from the
Producer. IF, DURING ANY SUCH YEAR OF THE ORIGINAL TERM, BUYER SHALL FAIL TO
ORDER AT LEAST SUCH NUMBER OF EQUIVALENT CASES OF PRODUCTS FROM THE
PRODUCER, THE SOLE AND EXCLUSIVE REMEDY FOR PRODUCER FOR SUCH FAILURE SHALL
BE THAT, FOR EACH YEAR IN WHICH THE BUYER FAILS TO ORDER AT LEAST SUCH
NUMBER OF EQUIVALENT CASES OF PRODUCTS FROM THE PRODUCER, AN ADDITIONAL ONE
HUNDRED EIGHTY DAYS SHALL BE ADDED TO THE ORIGINAL TWO YEAR PERIOD SET FORTH
IN SECTION 22(B) OF THIS AGREEMENT BEFORE THE BUYER SHALL HAVE THE RIGHT TO
TERMINATE THIS AGREEMENT PURSUANT TO SECTION 22(B).


4. MANUFACTURING STANDARDS. Producer agrees to manufacture each of the Products
in accordance with Buyer's specifications, quality control standards and
other procedures that are contained in the Operating Manual that has been
delivered to Producer and that shall be deemed to be a part hereof as
Schedule B (the specifications), which may be modified from time to time in
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the sole judgment of Buyer upon thirty days prior written notice to the
Producer; provided, however, in the event any such modifications to the
Specifications result in any change in the cost to produce the Products, the
price for the Products shall be adjusted upward or downward, as the case may
be, to cover the change in the cost to produce the Products. Upon written
notification from Buyer to the Producer modifying the Specifications,
Schedule B shall be deemed amended by such modification. Buyer agrees to
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promptly supply Producer with all formulas, operating techniques,
manufacturing procedures and other technical information necessary and
appropriate for the manufacture of the Products; provided, however, that
Producer understands that Buyer is relying upon Producer's


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expertise in suggesting to Buyer and implementing the appropriate procedures
for the manufacture of the Products.


5. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement,
Buyer hereby grants to Producer, who accepts the same, a non-exclusive, non-
assignable, indivisible and royalty-free right and license to manufacture
and sell the Products to Buyer exclusively. The license includes the right
to use the Specifications and any other technical know-how, formulas,
manufacturing processes, and other technical and confidential information
useful or necessary for the manufacture of the Products. This license will
remain in effect until the expiration or other termination of this Agreement
and may not be assigned, transferred (including any transfer by operation
of law), subcontracted or sublicensed to any third party (other than, in the
case of a sublicense or subcontract, to a wholly-owned subsidiary of the
Producer) without the prior written consent of Buyer, which consent may be
withheld in the sole discretion of Buyer. In the event Producer enters into
any sublicense or subcontract with a wholly-owned subsidiary of Producer,
Producer shall be responsible for all acts and omissions of its wholly-owned
subsidiary.


6. CONFIDENTIAL INFORMATION.


a. For the purpose of this Agreement, "Confidential Information" shall mean
all written information related to the Products and all formulas,
manufacturing processes, data, know-how, technical and non-technical
materials, and product samples and specifications (including the
Specifications) which Buyer has disclosed to Producer prior to this
Agreement or which Buyer may disclose to Producer pursuant to or in
connection with this Agreement, and all pricing information with respect
to the Products, all written financial information, manufacturing
processes, data, know-how, technical and non-technical materials which
Producer has disclosed to Buyer prior to this Agreement or which
Producer may disclose to Buyer pursuant to or in connection with this
Agreement.


b. Notwithstanding the foregoing, Confidential Information shall not
include any information which the non-disclosing party can demonstrate
by reasonable evidence: (i) is or becomes public knowledge through no
fault or omission of the non-disclosing party; (ii) is lawfully obtained
by the non-disclosing party from a third party under no obligation of
confidentiality concerning such information; (iii) was, at the time of
receipt, otherwise known to the non-disclosing party without
restrictions as to use or disclosure; or (iv) is developed independently
by the non-disclosing party and without reliance upon the Confidential
Information disclosed hereunder. The burden of proving any such
exceptions to the definition of Confidential Information will reside
with the non-disclosing party.


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c. The non-disclosing party agrees to hold all Confidential Information of
the disclosing party in confidence and not to disclose any Confidential
Information to any third party except (i) those with a need to know in
order to assist in the manufacture of the Products, (ii) as may be
required by law, or (iii) to accountants, attorneys, bankers and other
professional advisors of a party. The non-disclosing party agrees not to
make any use of the Confidential Information except as provided herein.


d. The non-disclosing party agrees that its directors, officers, employees,
agents and other representatives who have access to the Confidential
Information of the disclosing party will be made aware of the
obligations of confidentiality and non-use set forth in Section 6 of
this Agreement and will be bound to abide by these obligations. The non-
disclosing party agrees that it shall be responsible for any breach of
the obligations of confidentiality or non-use by any person to whom such
information is disclosed by the non-disclosing party.


e. The Confidential Information of the disclosing party shall remain the
exclusive property of the disclosing party, and the non-disclosing party
acquires no interest in or rights thereto under this Agreement or
otherwise. Upon termination of this Agreement, or at any time upon the
disclosing party's request, the non-disclosing party shall, at its sole
option, either promptly return all tangible forms of Confidential
Information of the disclosing party (including copies) to the disclosing
party then in the non-disclosing party's possession or under its control
or destroy such Confidential Information and deliver a certificate to
the disclosing party certifying such destruction. Upon termination of
this Agreement, to the extent that any document prepared by or on behalf
of the non-disclosing party incorporates any Confidential Information of
the disclosing party, the non-disclosing party shall destroy such
documentation and deliver a certificate to the disclosing party
certifying such destruction.


f. The non-disclosing party shall be liable to the disclosing party for all
direct and incidental damages (including, without limitation, reasonable
attorneys fees) incurred as a result of the breach of the
confidentiality and/or non-use provisions of Section 6 of this Agreement
by the non-disclosing party. The non-disclosing party also acknowledges
and agrees that, in the event of such a breach, such Damages may not be
an adequate remedy and that the disclosing party shall be entitled to
specific performance and injunctive or other equitable relief as a
remedy for any such breach.


g. The non-disclosing party acknowledges that the Confidential information
disclosed or to be disclosed by the disclosing party represents the
disclosing party's valuable property, which is intended to be maintained
in


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perpetuity as trade secret property. Accordingly, the confidentiality
and non-use obligations of Section 6 of this Agreement shall be
continuing in nature and shall survive termination of this Agreement.


7. SALE AND PURCHASE OF PRODUCTS.


a. The terms and conditions contained in this Agreement shall be effective
for all Products sold by the Producer to the Buyer during the Agreement
Term. During the Agreement Term, Producer agrees to manufacture and sell
the Products to Buyer against the Monthly Production Request (as such
term is hereinafter defined in Section 10 of this Agreement) of the
Buyer, which request shall be deemed to be a production purchase order.
During the Agreement Term, Producer agrees to deliver the Products
manufactured and sold to Buyer against shipping orders of Buyer. Except
as otherwise set forth in this Agreement, each contract for the purchase
and sale of the Products shall be initiated hereunder by Buyer's
issuance to Producer of a production purchase order and delivery of such
Products shall be initiated against shipping orders of the Buyer. Unless
Buyer otherwise agrees in writing, ALL PRODUCTION PURCHASE ORDERS AND
SHIPPING ORDERS ARE EXPRESSLY LIMITED TO THE TERMS HEREOF AND ANY
ADDITIONAL OR DIFFERENT TERMS ARE OBJECTED TO WITHOUT FURTHER
NOTIFICATION BY PRODUCER AND BUYER. Shipping orders shall be issued to
the Producer at least five (5) business days prior to the requested
shipping date. If the quantity of the particular Product requested in
such shipping order for delivery in a calendar month, when added
together with all other shipping orders for such particular Product for
delivery in the same calendar month, is not in excess of the quantity
for such Product as set forth in the then current Monthly Production
Request, such shipping order for such Product shall be deemed accepted
without any further act of the Producer. If the quantity of the
particular Product requested in such shipping order for delivery in a
calendar month, when added together with all other shipping orders for
such particular Product for delivery in the same calendar month, is in
excess of the quantity for such Product as set forth in the then current
Monthly Production Request, such shipping order shall be deemed accepted
to the extent that such quantities are not in excess of the then current
Monthly Production Request for such Product and, with respect to the
remaining quantities, shall be accepted or rejected by Producer in
writing within five (5) business days of the issuance of the shipping
order to the Producer. If the Producer shall not have otherwise notified
the Buyer within five (5) business days of the issuance of such shipping
order, the order shall be deemed accepted in full by Producer and, to
the extent the quantities are in excess of the then current Monthly
Production Request for such Product, shall be deemed to be a production
purchase order with respect to such excess quantities. Producer shall


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use its best efforts to deliver all quantities of Products ordered by
Buyer pursuant to any shipping order. This Agreement and all orders
issued pursuant hereto shall be deemed a series of installments and
shall be deemed to constitute a single contract between Producer and
Buyer. The parties recognize that the demands and convenience of
business operations may make it necessary or desirable for Buyer to
transmit, and Producer to accept, production purchase orders and
shipping purchase orders by telecopier or by electronic data interchange
(in each case with reasonable confirmation procedures in place).


b. Time and quantity shall be of the essence in any shipping order. Unless
otherwise specified, delivery times specified are the times of delivery
of the Products at an Approved Facility as designated by Buyer. Producer
shall inform Buyer immediately of any occurrence which will or is
expected to result in any delivery at any time or in any quantity not
specified in any shipping order and also of corrective measures which
Producer has taken, or will take, to minimize the effect of such
occurrence. Buyer, in addition to all other remedies available to it in
law or in equity, shall have the right to cancel any shipping order or
part thereof if delivery is not made within the time specified or in the
quantities ordered.


c. If, for any reason other than a Force Majeure Event (as hereinafter
defined in Section 19), Producer is unable to produce from an Approved
Facility the amount of the Monthly Production Request for any particular
line of Product that the Monthly Production Request contemplates being
produced from such Approved Facility, Producer shall produce the amount
at another Approved Facility of the Producer, including, if approved by
the Buyer (which approval shall not be unreasonably withheld) facilities
of the Producer that are not currently Approved Facilities (each, a
"Substitute Facility"). The price charged to the Buyer for the Product
produced at the Substitute Facility shall be the unit price that would
have been charged to Buyer had such Product been produced at the
Approved Facility. In addition, in the event Producer is required to
produce Products at a Substitute Facility, Producer shall reimburse
Buyer for all incidental damages (e.g., additional shipping charges)
incurred by Buyer as a result of the Products being produced at a
Substitute Facility.


8. PRICES, PAYMENT TERMS AND DELIVERY.


a. The initial unit purchase prices of the Products shall be as specified
in the pricing schedule attached hereto as Schedule C. During the
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Agreement Term, the unit purchase prices for the Products shall be
subject to change (both upward and downward) based upon market
fluctuations in the cost of the components that form the line item "Raw
Materials", Packaging


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Materials", "Direct Labor", "Variable Overhead" and "Factory Fixed" as
set forth in Schedule C. Producer agrees that it shall not effect any
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change in the purchase price of the Products as a result of a change in
the price of corn syrup except upon reasonable prior written notice from
the Producer to the Buyer. Producer further agrees that, if Producer
believes a change in the Factory Fixed cost component of the purchase
price for the Products is warranted, Producer shall notify Buyer in
writing of such requested change and identify with reasonable
specificity the basis for the price change of the Products not less than
thirty, nor more than sixty, days prior to an anniversary of the
Commencement Date. Producer further agrees that the Factory Fixed cost
component shall not be requested to be changed more than one time a
year. Prior to implementing any change in the Factory Fixed cost
component, Buyer and Producer shall mutually agree on such change;
provided, however, that in the event Buyer and Producer do not mutually
agree on such change, the parties nevertheless intend to be bound by
this Agreement, and any such change in the Factory Fixed cost component
shall be reasonable (as construed in accordance with Section 1302.18(A)
of the Ohio Revised Code). Any change in the Factory Fixed cost
component shall be effective as of the applicable anniversary of the
Commencement Date. In the event of any price change (including a price
change as a result of a change in the price. of corn syrup), upon
request of Buyer, Producer shall promptly identify with reasonable
specificity the basis for the price change of the Products. Upon request
of Buyer, Producer shall promptly supply Buyer with copies of
documentation supporting such price change and the methodology used by
Producer to determine the price change. The parties intend for the price
of the Products to be the Producer's cost of manufacturing the Products
plus a tolling fee that is included within the line item "Factory Fixed"
as set forth in Schedule C.
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b. In all cases under this Agreement, Producer shall use its best efforts
to obtain the lowest and best prices and/or rates for all raw materials
and packaging materials used in the production of the Products.


c. In the event of a price change to the Products, Buyer may suggest to the
Producer for its consideration reasonably acceptable alternate sources
in order to lessen a price increase or enhance a price decrease.


d. Except as specifically provided elsewhere in this Agreement, Producer
warrants that the unit purchase prices for the Products as determined in
accordance with this Section 8 shall be complete, and no additional
charges of any kind shall be added without Buyer's express written
consent.


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e. Delivery of the Products set forth in or with reference to each shipping
order shall be F.O.B. Buyer's carrier at the loading dock of an Approved
Facility or any Substitute Facility of the Producer.


f. Producer shall submit an invoice to the Buyer on a daily basis for the
Products produced by the Producer during the preceding business day.
Terms of payment for each invoice will be net thirty (30) days from the
date of invoice. The invoice will reference item code and Product name,
number of cases, unit price per case, the Approved Facility or the
Substitute Facility, as the case may be, and amount due.


g. Invoices for payment shall be sent to:
Aurora Foods, Inc.
445 Hutchinson Avenue
Suite 960
Columbus, OH 43235


Payments shall be sent to:
SunTrust Bank
P.O. Box 44l8
Atlanta Georgia 30302
For credit to: The Red Wing Company, Inc.
Account Number 8801079982


h. Producer warrants and covenants that all units of the Product delivered
to Buyer shall be free from any security interest, lien or other
encumbrance of any person, corporation, partnership, governmental body or
other entity.


9. RAW MATERIALS AND PACKAGING MATERIALS.


a. Unless otherwise set forth herein, Producer shall be responsible for
ordering and paying for all raw materials, packaging materials and
supplies to be utilized in producing the Products (including ordering of
the labels, flavors and miscellaneous packaging, if any).


b. Producer shall use its best efforts to maintain an adequate inventory of
raw materials, packaging materials and supplies necessary to meet
production requirements at each Approved Facility.


c. Packaging materials and other items of inventory that are tailored for
the Products will be used by the Producer only for the Products. Producer
shall not maintain excessive levels of such inventory at any Approved


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Facility. Upon request, the Buyer shall be provided with access to all
records concerning such inventory at each Approved Facility


d. At least annually, Producer shall discuss with Buyer strategic issues
concerning purchasing of raw materials and packaging materials for the
Products.


10. PRODUCTION SCHEDULE.


a. Buyer will provide Producer, on or about the fifteenth day of each month
during the Agreement Term, with a rolling three month production
forecast (the "Forecasted Quantities of Products") for the next three
calendar months. The purpose of the Forecasted Quantities of Products is
to provide the Producer with Buyer's good faith estimate of production
needs in order to allow Producer to plan for ordering raw materials,
packaging materials and supplies (including labels, flavors and
miscellaneous packaging, if any) and to plan for Product production.


b. On or before the fifteenth day of each month during the Agreement Term,
Buyer will provide Producer with a written production request for the
delivery of Products during the next calendar month (the "Monthly
Production Request"), which (i) until such time as each of the Approved
Facilities are producing the Products, such Monthly Production Request
shall not for any particular calendar month exceed such number of cases
of Products as Producer shall in good faith advise Buyer that it is
capable of producing based on its capacity limitations and (ii) after
such time as each of the Approved Facilities are producing the Products,
such Monthly Production Request shall not for any particular calendar
month exceed in the aggregate [ ]* equivalent cases of Products.
Producer shall be obligated to deliver to Buyer the quantities of the
Products set forth in each Monthly Production Request. By the last day
of each calendar month, Buyer shall be obligated to purchase and take
delivery of the Products in quantities that are not less than the
quantities as are set forth in the Monthly Production Request for such
calendar month. Producer shall in good faith schedule the timing and
volume of the production of the Products over the course of each month
(with the intention being that Buyer shall not receive invoices for the
production of Products substantially in advance of the shipping orders
for the Products), and Buyer shall in good faith place shipping orders
over the course of each month in a manner generally consistent with its
past practices in an orderly fashion so that the shipping orders will
exhaust the Monthly Production Request (with the intention being that
Producer shall not have unreasonable day to day increases in the level
of inventory of the finished Products during a month).


* Confidential treatment requested by the Company.


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11. INVENTORY OF RAW MATERIALS AND PACKAGING MATERIALS.


a. With respect to each Approved Facility, Producer agrees to maintain at
all times during the Agreement Term at each Approved Facility an
inventory of raw materials. packaging materials and supplies utilized in
producing the Products in quantities equal to produce at least five (5)
days of the average quantities of such Products sold to Buyer during the
preceding sixty (60) days.


12. SHIPMENT AND PALLET EXCHANGE.


a. Unless otherwise mutua ...