Voting Trust And Proxy Agreement

VOTING TRUST AND PROXY AGREEMENT


Voting Trust and Proxy Agreement (this "Agreement"), dated as of November 23, 1999 (this "Agreement"), by and among Liberty Food Group, LLC, a Delaware limited liability company (the "Company"), Ferro Foods Corporation, a New York corporation ("Seller"), Frank Ferro, Sr. ("Ferro") and Frank Gambino ("Gambino", and together with Seller and Ferro, the "Holders", and each a "Holder").


WITNESSETH:


WHEREAS, the Company and the Holders have entered into an Asset Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"; capitalized items used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement), pursuant to which the Company has acquired all of the assets of the Seller in exchange for 2,000,000 shares (the "Shares") of common stock of the Seller; and


WHEREAS, it is contemplated that each of Ferro and Gambino, at some future date, will acquire the Shares ("Future Shares", and together with the Shares and any other shares of common stock of the Company to be acquired by the Holders, the "Subject Shares"); and


WHEREAS, as a condition of its entering into the Purchase Agreement, the Company has requested that the Holders agree, and the Holders have agreed, to enter into this Agreement with respect to their respective portion of Subject Shares owned by each of the Holders on or after the date hereof.


NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:


Section 1. Agreement to Vote Shares. (a) Commencing on the date hereof, and continuing for a period of twenty-four (24) months from and after the date hereof (the "Expiration Date") (i) at every annual or special meeting of the stockholders of the Company, and at every continuation or adjournment thereof, and (ii) on every action or approval by written consent of the stockholders of the Company in lieu of any such meeting, the Holders shall vote the Subject Shares as determined in the sole discretion of Barry Hawk or his designee.


(b) No person executing this Agreement who is or becomes prior to the Expiration Date a director of the Company makes any agreement or understanding herein in his capacity as such director. The Holder signs solely in its or his capacity as the owner of the Subject Shares.


Section 2. Delivery of Proxy. (a) Simultaneously with the execution and delivery of this Agreement, each of the Holders is executing and delivering to the Company the Irrevocable Proxy in the form attached hereto as Exhibit A (the "Proxy"), which Proxy shall be coupled with an interest.


(b) The Proxy shall be irrevocable prior to the Expiration Date.


Section 3. Representations and Warranties of the Holders. Each Holder hereby represents and warrants to the Company that:


(a) this Agreement has been duly executed and delivered by
the Holder;


(b) is the legal, valid and binding obligation of the
Holder, enforceable against such Holder in accordance
with its terms;


(c) no consent of any Governmental Entity, beneficiary,
co-trustee or other person or entity is necessary for
the execution, delivery and performance of this
Agreement by the Holder;


(d) the Holder holds the Subject Shares free and clear of
any Lien other than as provided for in this Agreement;
and


(e) the Holder has not (x) granted any power-of-attorney or
other authorization or interest with respect to any of
the Subject Shares, (y) deposited any of the Subject
Shares into a voting trust or (z) entered into any
voting agreement or other arrangement with respect to
the voting of any of the Subject Shares.


Section 4. Covenants of the Holders. Each Holder hereby agrees and covenants that during the period between the date hereof and the Expiration Date:


(a) any shares of capital stock of the Company that the
Holder acquires record or beneficial ownership (as such
term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) or the right to
acquire beneficial ownership (including by reason of
stock dividends, split-ups, recapitalizations,
combinations, exchanges of shares or the like) shall be
considered Subject Shares and subject to each of the
terms and conditions of this Agreement;


(b) the Holder shall not directly or indirectly sell,
assign, pledge, transfer, gift, hypothecate, encumber,
grant a proxy or option in, or otherwise dispose, in
whole or in part ("Transfer"), any of the Subject Shares
other than in accordance with Section 5 below;


(c) the Holder shall own the Subject Shares free and clear
of any Lien other than in accordance with Section 5
below; and


(d) except as provided herein, the Holder shall not (x)
grant any power-of-attorney or other authorization or
interest with respect to any of the Subject Shares, (y)
deposit any of the Subject Shares into a voting trust or
(z) enter into any voting agreement or other arrangement
with respect to the voting of any of the Subject Shares.


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