Exhibit 10.13


AGREEMENT BY AND BETWEEN

EMERIL' S FOOD OF LOVE PRODUCTIONS, L.L.C. and

B&G FOODS, INC.


This agreement (the " Agreement" ) is entered into as of this day, the 9th of JUNE, 2000. (" Effective Date" ) between Emeril' s Food of Love Productions, L.L.C., a Louisiana [ (State)] limited liability company, having an address of 638 Camp, New Orleans, LA and B&G Foods, Inc. (" B&G" ), a Delaware corporation, having offices at Four Gatehall Drive, Suite 110, Parsippany, New Jersey 07054.


WHEREAS , Emeril Lagasse (" Lagasse" ) is a widely recognized chef of superior ability and an entertainer, who enjoys celebrity status for his ability to prepare gourmet foods;


WHEREAS, Emeril' s Food of Love Productions, L.L.C. has ownership of, and is authorized to grant exclusive licenses pertaining to, the name, picture, image and other identifying marks of Lagasse;


WHEREAS, B&G Foods, Inc. is a company that manufactures and markets at wholesale a variety of foods products throughout the United States and Canada; and


WHEREAS , the parties desire to develop and promote an exclusive line of certain quality food products bearing the name, picture, image and other identifying marks of Lagasse for retail distribution.


NOW THEREFORE , the parties hereby agree as follows:


Section 1. Definitions . The following terms shall have the meanings given to them by the parties:


a. FLP . As used herein, " FLP" shall mean Emeril' s Food of Love Productions, L.L.C. and Lagasse, except where used in conjunction with Lagasse, in which event the term shall apply solely to Emeril' s Food of Love Productions.


b . Marks . The term " Marks" shall mean all copyrights, patents, trade names, logos, trademarks, service marks and other proprietary and intellectual rights held by or associated with FLP and/or Emeril Lagasse including without limitation the name " Emeril Lagasse" .


c . Net Sales . " Net Sales" shall mean gross sales of Products less discounts, promotional allowances, and returns actually allowed and for which full refunds are granted. Notwithstanding the above definition, sales to FLP or Related Companies shall not be


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included in computing Net Sales or royalties paid hereunder to FLP. The Products shall be sold and distributed hereunder for the sole purpose of wholesale and retail sales and shall not be sold or distributed as favors, premiums, give-aways, or tie-ins in connection with the sale and/or advertising of any other goods, (excluding the " Product" ), wares, merchandise or services of any nature or description, except as may be approved in writing by FLP. " Promotional allowances" shall not exceed those customarily accorded to other B&G premium brands.


d. Personality . " Personality" shall refer to any name (given or professional), picture, photograph, in-person appearance, catch-phrase, likeness, image, facsimile signature, testimonial, endorsement and/or biographical material of Lagasse.


e. Preferential Price . A " Preferential Price" shall mean a price for a Product set by B&G which shall be fifteen percent (15%) less than B&G' s published average wholesale selling price but in no event more than any price charged to a Retail Channel.


f. Product . The term " Product" shall mean any and all dry seasoning, liquid seasoning, condiment, pepper, sauce, syrup, dressing, jarred garlic, and marinade products manufactured, marketed and/or distributed by B&G bearing Marks or Personality pursuant to this Agreement. This term may be amended by the parties to include the items set forth in Section 4(b) of this Agreement.


g. Recipe . The term " Recipe" shall mean any product formulation, or component thereof, created in whole or in part by FLP or Lagasse (either alone or together with B&G) for any Product.


h. Retail Channels . " Retail Channels" shall mean the following types of outlets to which, and individual retailers to whom, B&G may supply the Products under this Agreement: grocery stores, specialty stores, gourmet markets, mass merchants, convenience stores, drugstores, warehouse shopping clubs, shopping malls, military and wholesalers and distributors who service the foregoing.


i. Related Companies . " Related Companies" shall mean all entities in which FLP or Lagasse, separately or in combination, hold a majority of the financial interest thereto and which pertain in any way to food preparation or products, including, but not limited to " Emerils.com, LLC" and " Emeril' s Homebase, LLC."


j. Right of First Negotiation . As used in Section 4(b) below, a " Right of First Negotiation" , if exercised, shall entitle B&G to enter into bona fide and exclusive negotiations with FLP which shall be conducted for 30 days following either (1) notice from FLP of its desire to have used, or (2) notice from B&G of its desire to use, any Mark, Personality, or Recipe in conjunction with a product other than one defined as a Product herein.


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k Territory . The term " Territory" shall mean the United States of America, its territories and possessions, the Caribbean Basin and Canada.


Section 2. Grant of Rights


a. License . Subject to the provisions of Section 6, FLP hereby grants an exclusive license to B&G to use all Marks, Personality and Recipes with respect to B&G' s manufacturing, marketing and distributing to Retail Channels of all Products in the Territory. A schedule of all existing Marks is annexed hereto as Attachment C.


1. Restrictions . Ownership of all Marks, Personality and Recipes shall remain the property of FLP, and B&G shall not have the right to license, sublicense or grant the right to use same without the prior written consent of FLP. No Marks, Personality or Recipe shall be used or licensed by B&G to endorse any Retail Channel.


2. Nothing herein contained shall prohibit Lagasse from appearing on a television program sponsored by manufacturer(s) of products competitive with the Products or doing generic commercial lead-ins and lead-outs; provided, however, Lagasse shall not endorse any products competitive with any the Product.


3. Third Party Infringers/Licenses/Co-Packers .


A. Third Party Infringers. In the event a party shall become aware of any use by any third party of any Marks, Personality, or Recipe or any term confusingly similar thereto, licensed under this Agreement, with respect to any dry seasoning, liquid seasoning, condiment, pepper, sauce, syrup, dressing, jarred garlic, or marinade product, it shall promptly notify the other party in writing of such use, and if said use commenced prior to this Agreement or was the result of any actions of FLP intended prior to execution of this Agreement, FLP shall take such actions as may be required, including the engagement of legal counsel, to enforce the rights of FLP and B&G and protect the exclusivity of the license granted herein. Any recovery of monies in excess of expenses shall be split fifty percent (50%) to B&G and fifty percent (50%) to FLP. If FLP fails to take the required action, B&G may terminate this Agreement, or may file suit so on behalf of FLP and FLP shall indemnify and hold B&G harmless with respect to all costs and expenses, (including reasonable attorney' s fees and costs) incidental thereto and which are in excess of any recovery. In such instance, B&G shall also be entitled to retain any monies recovered in said litigation. In the event such use occurs subsequent to the execution of this agreement and was not the result of actions of FLP as aforesaid, B&G shall take such actions as may be required, including the engagement of counsel, to enforce the rights of FLP and B&G and protect the exclusivity


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of the license granted herein. Any recovery of monies in excess of expenses shall be split fifty percent (50%) to B&G and fifty percent (50%) to FLP. If B&G fails to take such necessary action, FLP may do so on behalf of B&G and B&G shall indemnify and hold FLP harmless with respect to all costs and expenses (including reasonable attorney' s fees) incidental thereto and which are in excess of any recovery. In such instance, FLP shall also be entitled to retain any monies recovered in said litigation.


B. Third Party Licenses. Except for any agreements or alleged agreements with Alive Culinary (which FLP obligates itself to terminate immediately) because the license granted herein is exclusive, any grant, agreement, contract or understanding between FLP and a third party for the use of any Marks, Personality or Recipe with respect to any dry seasoning, liquid seasoning, condiment, pepper, sauce, syrup, dressing, jarred garlic, or marinade product, is strictly prohibited. FLP hereby represents and warrants that any and all such preexisting licenses have expired or been terminated (or as to Alive Culinary will be terminated upon execution hereof), and that FLP shall indemnify and hold B&G harmless (including reasonable attorney' s fees and costs) with respect to any and all claims by any alleged past or present third party license.


C. Third Party Co-Packers, Etc. Except for any agreements or alleged agreements with Alive Culinary (which FLP obligates itself to terminate immediately), FLP agrees and represents that as of the date of this agreement, neither FLP, nor any third party under contract with FLP, manufactures, markets and/or distributes any dry seasoning, liquid seasoning, condiment, pepper, sauce, syrup, dressing, jarred garlic or marinade product. FLP hereby represents and warrants that any and all such preexisting contracts have expired or been terminated (or as to Alive Culinary will be terminated upon execution hereof), and that FLP shall indemnify and hold B&G harmless (including reasonable attorneys' fees and costs) with respect to any and all claims by any such past or present third party.


b. Exclusive Supplier . If, during the term of this Agreement, FLP is required to supply any dry seasoning, liquid seasoning, condiment, pepper, sauce, syrup, dressing, jarred garlic, or marinade product, regardless of whether same is presently manufactured or marketed by B&G under this Agreement, to a third party, including but not limited to, restaurant chains and processors of prepared foods, B&G shall have the option to exclusively supply same to, or on behalf of, FLP, and shall further have the option to supply same to Retail Channels as a Product, subject to FLP approval as set forth in Section 6 and provided B&G can supply same in a timely fashion, sufficient quantity of approved quality and at a competitive price which shall not be less than the Preferential Price unless mutually


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agreed to by the parties hereto.


c. Preferential Pricing . FLP and Related Companies shall have the right to purchase all Products at Preferential Prices, and to sell same except to Retail Channels.


Section 3. Duties of the Parties .


a. B&G .


1. Products . B&G shall manufacture, package, market and distribute at least one (1) dry seasoning, and one (1) marinade Product, each such Product based upon Recipes, by the first anniversary of the Effective Date. Thereafter, B&G shall introduce and market at least three (3) new Products based upon Recipes in each year of the term of this Agreement.


2. Supply . B&G agrees to supply FLP with quantities of Products, as required by FLP and Related Companies and in accordance with Section 5.


b. FLP . In each contract year, FLP shall, at the request of B&G, develop and deliver at least five (5) commercially feasible Recipes for Products within thirty (30) business days of such a request.


c. Lagasse.


1. Publicity Events . Upon the request of B&G, which shall not be unreasonable as to time, place or duration, Lagasse shall attend six (6) publicity events per year to promote the Products. As many as four (4) such appearances shall be at trade shows or other professional venues selected by B&G, subject to the approval of Lagasse, which shall not be unreasonably withheld. A minimum of two (2) such appearances will be at a time and place suitable for the promotion of the Products and specified by Lagasse, subject to the approval of B&G, which shall not be unreasonably withheld. The duration of any single appearance shall be mutually agreed upon, but in no event may be less than two (2) hours, greater than eight (8) hours, or span a period longer than one (1) day. If Lagasse must travel for the purpose of making any such appearance, B&G shall make arrangements and provide for first-class transportation and hotel accommodations for Lagasse and a companion.


2. Photographs . At the request and under the direction of B&G, but not more that twice a year, Lagasse shall appear and pose for photographs which may be used by B&G solely in connection with the rights granted to it by this Agreement. Such photographs shall be taken at a mutually agreeable time and place for a period of not more than two (2) consecutive hours and four (4) hours total. If Lagasse must


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travel for such purpose, B&G shall make arrangements and provide for first-class transportation and hotel accommodations for Lagasse and a companion. B&G shall enjoy full ownership of all photographs taken, but its right to use any such photograph for the promotion of any Product shall cease upon termination or expiration of this Agreement. All photographs shall be subject to FLP' s prior approval as well as its approval rights in Section 6 below. FLP shall also have this right to utilize, without charge, any such photographs during the term of this Agreement.


3. Use of Products . Laga ...