Co-pack Pricing Agreement

Exhibit 10.8


Certain portions of this exhibit have been deleted and confidentially filed with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 406 under the Securities Act of 1933, as amended. The confidential portions of the exhibit that have been deleted are indicated by "[*****]" inserted in place of such confidential information.


[*] confidentiality requested


EXHIBIT 10.8


TO: Richard E. Mitchell
President
Gorges/Quik-to-Fix Foods, Inc.


FROM: John Tyson
President, Beef & Pork Division
Tyson Foods, Inc.


DATE: November 25, 1996


RE: Co-Pack Pricing Agreement


This agreement (the "Agreement") sets forth the terms and conditions pursuant to which Tyson Foods, Inc. ("Tyson") will purchase from Gorges/Quik-to- Fix Foods, Inc. ("Gorges") certain "Tyson beef" "work in process" products as identified in the attached Exhibits "B", "C" and "D" (the "Products") formerly produced at Tyson's Garland, Texas facility that was purchased by Gorges pursuant to the Asset Purchase Agreement, dated October 17, 1996, by and among Tyson, Gorges Foodservice, Inc., Tyson Holding Company and Gorges. The purpose of this Agreement is to establish a set of standard costs and yields for the Products, which will be produced by Gorges and marketed and sold by Tyson. Except as set forth herein, and pursuant to the terms and conditions of this Agreement, Tyson agrees to purchase its entire requirements of the Products exclusively from Gorges until November 21, 1997.


The [********************************************************************* ******************************************************************************** ************************************************************************* ***************************************************************************** **************************************************************************** ************************************************************************** ****************************************************************************** *************************************************************************** *****************] for establishing value of meat will be [*] The meat base price for an order billed during a particular calendar month will be calculated according to [*] The [*] as used in the formula pricing shall [*] during the term of this Agreement. The purchase prices will change on the [*] day of each calendar month according to the preceding formula. All orders will be billed on the day of shipment using the purchase price in effect on the date of shipment.


[*] confidentiality requested


Anticipated volumes of the Products are annualized in Exhibit A hereto.
--------- These volumes are anticipated to be averaged on a twelve month basis, provided however, that except as set forth herein, there shall be no restriction on the minimum or maximum amounts of the Products purchased by Tyson in any calendar month, provided further, that Tyson will use commercially reasonable best efforts to notify Gorges in writing by the tenth day of such month if it expects to purchase substantially more or less than 100,000 pounds of the Products in the following month. Gorges shall have five days from the receipt of such notice to notify Tyson if it is unable to fulfill Tyson's Product requirements for the following month. Such notice shall state that amount of Tyson's Product requirements that Gorges intends to fulfill. Tyson shall then be entitled to purchase its surplus Product requirements from a third party source during the following month only (a "Surplus Month"). During a Surplus Month and each month subsequent to a Surplus Month, Tyson and Gorges shall have the same rights and obligations regarding the purchase and sale of Tyson's entire Product requirements as in the months prior to such Surplus Month.


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