DATED NOVEMBER 18, 1995 BETWEEN

SNACK ASSETS PURCHASE AGREEMENT

DATED

NOVEMBER 18, 1995

BETWEEN

▇▇▇▇▇ FOOD PRODUCTS, INC.

AND

KEEBLER COMPANY

TABLE OF CONTENTS

ARTICLE I

PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES

1.1 Purchase of Assets . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Assumption of Obligations . . . . . . . . . . . . . . . . . . . . 2
1.3 Asset Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Inventory Adjustment . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II

THE CLOSING

2.1 Time and Place of Closing . . . . . . . . . . . . . . . . . . . . 3
2.2 The Seller's Actions at Closing . . . . . . . . . . . . . . . . . 3
2.3 The Buyer's Actions at Closing . . . . . . . . . . . . . . . . . . 6

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 The Seller's Representations and Warranties . . . . . . . . . . . 6
3.2 The Buyer's Representations and Warranties . . . . . . . . . . . .12
3.3 Remedy for Breaches of Representations and Warranties . . . . . . .14

ARTICLE IV

ACTIONS PRIOR TO THE CLOSING

4.1 Activities Until Closing Date . . . . . . . . . . . . . . . . . . .14
4.2 The Seller's Efforts to Fulfill Conditions . . . . . . . . . . . .16
4.3 The Buyer's Efforts to Fulfill Conditions . . . . . . . . . . . . .16
4.4 Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . .16

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

5.1 Conditions to the Buyer's Obligations . . . . . . . . . . . . . . .16
5.2 Conditions to the Seller's Obligations . . . . . . . . . . . . . .19

ARTICLE VI

EMPLOYEES

6.1 Offer of Employment to the Seller's Employees . . . . . . . . . . .20
6.2 Retirement Benefits . . . . . . . . . . . . . . . . . . . . . . . .20
6.3 Change of Control Policies . . . . . . . . . . . . . . . . . . . .20

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ARTICLE VII

TERMINATION

7.1 Right to Terminate . . . . . . . . . . . . . . . . . . . . . . . . .21
7.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE VIII

INDEMNIFICATION

8.1 Indemnification Against Loss Due to Inaccuracies in
the Seller's Representations and Warranties . . . . . . . . . . . .22
8.2 Indemnification Against Loss Due to Inaccuracies in
the Buyer's Representations and Warranties . . . . . . . . . . . .23
8.3 Limit on Claims Regarding Representations and Warranties . . . . . .23
8.4 Remediation of Environmental Violations Involving Purchased Assets .25
8.5 The Seller's Indemnification Against Product Liability Claims . . . .27
8.6 Seller's Indemnification for Liabilities not Assumed . . . . . . . .27
8.7 Computation of Loss . . . . . . . . . . . . . . . . . . . . . . . . .28

ARTICLE IX

EFFECT OF REORGANIZATION
9.1 Changes of Ownership. . . . . . . . . . . . . . . . . . . . . . . . .29

ARTICLE X

ABSENCE OF BROKERS

10.1 Representations and Warranties Regarding Brokers and Others . . . . .30

ARTICLE XI

GENERAL

11.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
11.2 Installation of Equipment . . . . . . . . . . . . . . . . . . . . . .31
11.3 Rights Outside the United States . . . . . . . . . . . . . . . . . .31
11.4 Efforts to Obtain Consents . . . . . . . . . . . . . . . . . . . . .32
11.5 Waiver of Bulk Transfer Law Compliance . . . . . . . . . . . . . . .32
11.6 Access to Properties, Books and Records . . . . . . . . . . . . . . .33
11.7 Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . .34
11.8 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .35
11.9 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
11.10 Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35

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11.11 Notices and Other Communications . . . . . . . . . . . . . . . . . .36
11.12 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
11.13 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
11.14 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . .38

EXHIBITS

Exhibit 1.1(1) - The Bluffton Facility
Exhibit 1.1(2) - Transferred Trademarks
Exhibit 1.1(3) - Personal Property and Other Assets
Exhibit 1.2(1) - Assumed Obligations
Exhibit 1.2(2) - Excluded Obligations
Exhibit 2.2-C - Assignment and Assumption Agreement
Exhibit 2.2-D - UBI Assumption Agreement
Exhibit 2.3-C - Excluded Territory
Exhibit 3.1-C - Consents
Exhibit 3.1-J - Real Property; Real Property Liens
Exhibit 3.1-K - Other Liens
Exhibit 3.1-L - Certain Contracts and Contract Matters
Exhibit 3.1-M - Litigation
Exhibit 3.1-N - Patents
Exhibit 3.1-O - Taxes
Exhibit 3.1-Q - Environmental Liabilities
Exhibit 6.1 - Employees
Exhibit 11.2 - Equipment to be Installed at the Bluffton
Facility

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SNACK ASSETS PURCHASE AGREEMENT

This is an Agreement dated November 18, 1995 between ▇▇▇▇▇ FOOD
PRODUCTS, INC. (the "Buyer"), an Illinois corporation, and KEEBLER COMPANY (the
"Seller"), a Delaware corporation, relating to the purchase by the Buyer of
specified assets from, and the assumption by the Buyer of specified obligations
and liabilities of, the Seller, which Agreement is as follows:

ARTICLE I

PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES

1.1 PURCHASE OF ASSETS. At the Closing described in
Paragraph 2.1, the Seller will sell to the Buyer, and the Buyer will purchase
from the Seller, (i) the facility in Bluffton, Indiana (the "Bluffton Facility")
described on Exhibit 1.1(1), (ii) the trademarks, tradenames, service marks and
logos (the "Transferred Trademarks") listed on Exhibit 1.1(2), (iii) inventory
of raw materials, finished salty snack products manufactured by Keebler and
packaging materials for salty snack products, in each case in categories
reasonably acceptable to Buyer, with a total cost to Keebler of $3,000,000, or
Keebler's entire inventory of those items at the Bluffton Facility, in
warehouses located in the Territory (as that term is defined in Paragraph
2.3(C)) or otherwise located in the Territory if Keebler's cost of its entire
inventory of those items at the Bluffton Facility, in warehouses located in the
Territory or otherwise located in the Territory is less than $3,000,000, (the
"Transferred Inventory") and (iv) the personal property and other assets which
are listed on Exhibit

1.1(3) (the assets listed on Exhibits 1.1(1), 1.1(2) and 1.1(3) and the
Transferred Inventory being the "Purchased Assets").

1.2 ASSUMPTION OF OBLIGATIONS. At the Closing, the Buyer will assume
the obligations and liabilities of the Seller listed on Exhibit 1.2(1) or
otherwise described on Exhibit 1.2(1), except obligations, if any, which (i)
arise from or relate to any breach of a contract under which an obligation
arises, which occurred or occurs prior to the Closing Date, (ii) are unlawful,
(iii) are the subject of litigation which is pending at the Closing Date (to the
extent of the matters in dispute in the litigation) or (iv) with regard to
obligations under written agreements, are not reasonably determinable from the
agreements (the "Assumed Obligations"). The Buyer will not assume any
obligations or liabilities of the Seller other than the obligations and
liabilities listed or otherwise described on Exhibit 1.2(1) (the obligations and
liabilities of the Seller which are not listed or otherwise described on Exhibit
1.2(1) being the "Excluded Obligations"). The Excluded Obligations include, but
are not limited to, the obligations and liabilities listed on Exhibit 1.2(2).

1.3 ASSET PURCHASE PRICE. The purchase price to be paid by the Buyer
for the Purchased Assets will be (a) $8,000,000, adjusted as provided in
Paragraph 1.4 (the "Cash Asset Purchase Price"), plus (b) assumption by the
Buyer of the Assumed Obligations.

1.4 INVENTORY ADJUSTMENT. If the total cost to Keebler at the
Closing Date of the Tranferred Inventory is less than

$3,000,000, within 5 days after the cost of that entire inventory is determined,
the Seller will refund to the Buyer a portion of the Cash Asset Purchase Price
equal to the amount by which the cost to Keebler of the Transferred Inventory is
less than $3,000,000. For the purpose of determining the Transferred Inventory
and its cost, the Buyer and Seller will jointly conduct a physical inventory
count of the Transferred Inventory on or as soon as practicable after the
Closing Date.

ARTICLE II

THE CLOSING

2.1 TIME AND PLACE OF CLOSING. The Closing (the "Closing") of the
transactions which are the subject of this Agreement will take place at the
offices of ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 A.M.
New York City time, on the later of (i) December 11, 1995 or (ii) the third
business day after the day on which all the conditions in Paragraphs 5.1(d),
(e), (h) and (i) have been fulfilled (the "Closing Date").

2.2 THE SELLER'S ACTIONS AT CLOSING. At the Closing, the Seller will
deliver to the Buyer the following:

(a) Bills of sale, or other documents of transfer or assignment
which are customary with regard to particular Purchased Assets (together the
"Transfer Documents"), sufficient to transfer to the Buyer ownership of all the
personal property and the Transferred Inventory included in the Purchased
Assets.

(b) A corporate warranty deed, in proper form for recording in
the appropriate recording office, sufficient to transfer to the Buyer ownership
of the Bluffton Facility.

(c) A copy, executed by the Seller, of an agreement (the
"Assignment and Assumption Agreement") substantially in the form of Exhibit
2.2-C by which (i) the Seller assigns to the Buyer all of the Seller's rights,
and the Buyer assumes all of the Seller's obligations, under all the contracts,
agreements or commitments which are Purchased Assets or Assumed Obligations,
(ii) the Buyer assumes all the Assumed Obligations, (iii) the Buyer indemnifies
the Seller against any loss, liability or expense because of the Buyer's failure
to fulfill any obligations or satisfy any liabilities assumed by the Buyer in
the Assignment and Assumption Agreement, and (iv) the Seller indemnifies the
Buyer against any loss, liability or expense with regard to any of the Excluded
Obligations.

(d) A copy, executed by UB Investments plc. ("UBI"), of an
agreement (the "UBI Assumption Agreement") substantially in the form of Exhibit
2.2-D, by which UBI assumes all the liabilities of the Seller under or relating
to this Agreement and the transactions contemplated by it and UBI agrees to
fulfill all the obligations of the Seller under this Agreement or any documents
delivered in accordance with it which are required to be fulfilled after the
Closing (except that the Seller will not be required to deliver the UBI
Assumption Agreement to the Buyer at the Closing if it has been delivered to the
Buyer before the Closing).

(e) A document or documents by which the Seller (i) transfers to
the Buyer all the patents, patent applications, computer software and know how
included in the Purchased Assets, (ii) assigns to the Buyer all the licensee's
rights under all the assignable patent, computer software and similar licenses
included in the Purchased Assets, and (iii) sublicenses the Buyer to use all the
rights the Seller holds under all the patent, computer software and similar
licenses included in the Purchased Assets which the Seller may not assign but
under which it may grant sublicenses.

(f) A document or documents by which the Seller transfers the
Transferred Trademarks to the Buyer

(g) Documents by which the Seller transfers to the Buyer all the
transferable governmental licenses and permits used by the Seller in connection
with the Bluffton Facility.

(h) A license permitting the Buyer to use without royalty the
"Keebler" name and logos on packaging materials included in the Purchased Assets
until the earlier of (i) the time the packaging materials are used up, or (ii)
nine months after the Closing Date.

(i) All other documents the Buyer reasonably requests to
evidence further the transfer of ownership of specific Purchased Assets to the
Buyer.

(j) A document in which the Seller agrees to execute and deliver
to the Buyer in the future any documents the Buyer reasonably requests to
evidence further the transfer of ownership of specific Purchased Assets to the
Buyer.

2.3 THE BUYER'S ACTIONS AT CLOSING. At the Closing, the Buyer will
deliver the following to the Seller:

(a) Evidence of a wire transfer of immediately available funds
in an amount equal to the Cash Asset Purchase Price to an account which is
specified by the Seller at least 24 hours prior to the Closing.

(b) A copy, executed by the Buyer, of the Assignment and
Assumption Agreement.

(c) A license permitting the Seller to use the Transferred
Trademarks anyplace other than in the states listed on Exhibit 2.3-C (the
"Territory") on packaging and promotional materials used with regard to salty
snack products in Keebler's inventory at the Closing Date other than the
Transferred Inventory until the earlier of (i) the time the packaging and
promotional materials are used up or (ii) 60 days after the Closing Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 THE SELLER'S REPRESENTATIONS AND WARRANTIES. The Seller
represents and warrants to the Buyer as follows:

(a) The Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.

(b) The Seller has all corporate power and authority necessary
to enable it to enter into this Agreement and carry out the transactions
contemplated by this Agreement. All corporate actions necessary to authorize
the Seller to enter into

this Agreement and carry out the transactions contemplated by it have been
taken. This Agreement has been duly executed by the Seller and is a valid and
binding agreement of the Seller, enforceable against the Seller in accordance
with its terms.

(c) If the consents described on Exhibit 3.1-C are obtained,
neither the execution or delivery of this Agreement or of any document to be
delivered in accordance with this Agreement nor the consummation of the
transactions contemplated by this Agreement or by any document to be delivered
in accordance with this Agreement will violate, result in a breach of, or
constitute a default (or an event which, with notice or lapse of time or both
would constitute a default) under, the Certificate of Incorporation or by-laws
of the Seller, any material agreement or instrument to which the Seller is a
party or by which it is bound, any law, or any order, rule or regulation of any
court or governmental agency or other regulatory organization having
jurisdiction over the Seller.

(d) When executed and delivered at the Closing, the Assignment
and Assumption Agreement will be a valid and binding agreement of the Seller,
enforceable against the Seller in accordance with its terms.

(e) The documents described in Paragraphs 2.2(a) through (g)
will be sufficient to transfer ownership of all the Purchased Assets to the
Buyer, including as to real property fee title, and as to rights under
assignable contracts, assignable or sub-licensable license agreements and
transferable licenses and permits from governmental authorities, all the
Seller's rights

under those contracts, license agreements, licenses and permits which are
assignable, sub-licensable or transferable.

(f) The Purchased Assets do not include 50% or more in voting
power of the equity of any corporation or other entity.

(g) No governmental filings, authorizations, approvals, or
consents, or other governmental action, other than filings, and the termination
or expiration of waiting periods, under the HSR Act, are required to permit the
Seller to fulfill all its obligations under this Agreement.

(h) The Seller has all material licenses and permits from all
governmental authorities which are necessary or useful to permit it to operate
the business being conducted by the Seller with the Purchased Assets at the date
of this Agreement.

(i) The Seller has operated the Bluffton Facility, and has
conducted its business related to products manufactured at the Bluffton
Facility, in compliance in all material respects with all applicable laws and
regulations of governmental agencies.

(j) Exhibit 3.1-J is a list of all real property, in addition to
the Bluffton Facility, including office space, included in the Purchased Assets,
showing as to each property whether it is owned or leased, and, if it is leased,
the identity of the lessor and the date of the lease. The Bluffton Facility and
all the other real property included in the Purchased Assets is being used by
the Seller in conformance in all material respects with all zoning,
environmental and other laws and regulations, deed restrictions, covenants and
lease provisions applicable to it. The Seller owns fee title to the Bluffton
Facility, free and clear of

any liens or other encumbrances, except the liens and encumbrances shown on
Exhibit 3.1-J. As to real property which is leased, the Seller has complied in
all material respects with the terms of the lease, and no officer of the Seller
has been informed by the lessor under any of the leases, or has any other reason
to believe, that the lessor has taken, or intends to take, action to terminate
the lease.

(k) On the Closing Date, the Seller will own the Purchased
Assets, and when the Purchased Assets are conveyed to the Buyer at the Closing,
the Buyer will own the Purchased Assets, (including, but not limited to, the
Bluffton Facility and the Transferred Trademarks) free and clear of any liens or
encumbrances other than (i) the lien of taxes not yet due or other statutory
liens relating to governmental obligations which are not yet due, (ii) liens
securing Assumed Obligations which do not interfere with the use of the assets
to which they relate for the purposes for which those assets were acquired,
(iii) liens created by the Buyer, and (iv) liens disclosed on Exhibit 3.1-J or
3.1-K, all of which secure obligations relating to the Purchased Assets.

(l) Exhibit 3.1-L is a complete list of each agreement which
will be included in the Assumed Obligations which will require the Buyer to make
payments, or under which the Seller expects the Buyer to receive revenues, of
more than $50,000 after the Closing Date over the remaining term of the
agreement and which cannot be cancelled by the Buyer after the Closing Date
without payment of a penalty in excess of $50,000, other than (i) customer
purchase orders received in the ordinary course of business and

(ii) purchase orders to suppliers entered into in the ordinary course of
business ordering materials which are available from at least several suppliers
in quantities consistent with the customary purchasing practices of the Seller.
The Seller has fulfilled in all material respects all its obligations under all
the agreements listed on Exhibit 3.1-L to which it is a party, no officer of the
Seller has been informed by any other party to any of those agreements that the
Seller is in default in its obligations under any of those agreements and no
officer of the Seller has any other reason to believe that another party to any
of those agreements intends to terminate the agreement before its stated
termination date. Except as shown on Exhibit 3.1-L, the transactions
contemplated by this Agreement will not be a basis for any party to any
agreement listed on Exhibit 3.1-L to terminate that agreement or alter the basis
on which it will be doing business with the Buyer, as assignee from the Seller,
under that agreement.

(m) Each of the Transferred Trademarks which is a registered
trademark, tradename or service ▇▇▇▇ is a valid trademark, tradename or service
▇▇▇▇, as the case may be. Except as disclosed on Exhibit 3.1-M, no officer of
the Seller has been informed of any claim that the Seller is using any of the
Transferred Trademarks in violation of any trademark or service ▇▇▇▇ owned by
any other person or that any name included in the Transferred Trademarks is
confusingly similar to that of any other person.

(n) Exhibit 3.1-N is a complete list of all patents, patent
applications and patent licenses which are included

in the Purchased Assets. Except as shown on Exhibit 3.1-N, the Seller has the
right to assign each patent, patent application and patent license listed on
Exhibit 3.1-N which is owned or otherwise held by the Seller to the Buyer
without the consent of any other person.

(o) Except as shown on Exhibit 3.1-O, (i) no tax lien has been
filed by any taxing authority against any of the Purchased Assets, (ii) the
Seller has not participated in or cooperated with an international boycott as
that term is used in Section 999 of the Internal Revenue Code of 1986, as
amended (the "Code") and (iii) the Seller has not filed a consent pursuant to
Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply
to any disposition of a Subsection (f) asset (as that term is defined in Section
341(f)(4) of the Code) owned by the Seller and included in the Purchased Assets.

(p) The Buyer will not at any time have any liability or
responsibility for any legally mandated continuation of health care coverage, or
for compliance with any related requirements, under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended, as a result of any qualifying
event occurring under any group health plan of the Seller or any entity
aggregated with the Seller under section 414(b), (c), (m) or (o) of the Code.
Buyer will not have any liability, as a successor employer by virtue of the
transactions contemplated hereby, to or under any multiemployer plan, as that
term is defined in section 3(37) of ERISA, on account of the participation in
such

plan by the Seller or any entity aggregated with the Seller under section
414(b), (c), (m) or (o) of the Code.

(q) Except as shown on Exhibit 3.1-Q, the Seller has not
received any notices of material noncompliance or material liability under any
Federal, state or local environmental laws or regulations relating to real
property owned or leased by the Seller which is included in the Purchased
Assets.

(r) All items of inventory included in the Purchased Assets are
(i) of good and standard quality, (ii) in the case of raw materials, useable in
the normal process of producing finished products being produced by Seller,
(iii) in the case of finished products, fit for the purpose for which they were
made and saleable in the ordinary course of business, (iv) in the case of
products manufactured with respect to particular customer purchase orders, of
such specification and in quantities which correspond to the customer orders to
which they relate, (v) in the case of packing materials, in usable condition and
complying with any applicable legal requirements, and (vi) contain no obsolete
or surplus items.

(s) All the equipment included in the Purchased Assets is in
good repair and condition, except to the extent of normal wear and tear.

3.2 THE BUYER'S REPRESENTATIONS AND WARRANTIES. The Buyer represents
and warrants to the Seller as follows:

(a) The Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Illinois.

(b) The Buyer has all corporate power and authority necessary to
enable it to enter into this Agreement and carry out the transactions
contemplated by this Agreement. All corporate actions necessary to authorize
the Buyer to enter into this Agreement and carry out the transactions
contemplated by it have been taken. This Agreement has been duly executed by
the Buyer and is a valid and binding agreement of the Buyer, enforceable against
the Buyer in accordance with its terms.

(c) Neither the execution and delivery of this Agreement or any
document to be delivered in accordance with this Agreement nor the consummation
of the transactions contemplated by this Agreement or by any document to be
delivered in accordance with this Agreement will violate, result in a breach of,
or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, the Certificate of Incorporation or
by-laws of the Buyer, any agreement or instrument to which the Buyer is a party
or by which it is bound, any law, or any order, rule or regulation of any court
or governmental agency or other regulatory organization having jurisdiction over
the Buyer.

(d) When executed and delivered at the Closing, the Assignment
and Assumption Agreement will be a valid and binding agreement of the Buyer,
enforceable against the Buyer in accordance with its terms.

(e) No governmental filings, authorizations, approvals or
consents, or other governmental action, are required

to permit the Buyer to fulfill all its obligations under this Agreement.

3.3 REMEDY FOR BREACHES OF REPRESENTATIONS AND WARRANTIES. The
indemnifications in Paragraphs 8.1 and 8.2 will be the only remedies available
to the Buyer or the Seller after the Closing for breaches of representations or
warranties contained in Paragraph 3.1 or 3.2. Any claim for indemnification
must be made as provided in Paragraph 8.3.

ARTICLE IV

ACTIONS PRIOR TO THE CLOSING

4.1 ACTIVITIES UNTIL CLOSING DATE. From the date of this Agreement
to the Closing Date, the Seller will, except with the written consent of the
Buyer:

(a) Take all reasonable steps available to it to maintain the
continued employment of the employees who are employed at the Bluffton Facility
and the other employees listed on Exhibit 6.1 in spite of the fact that the
Bluffton Facility may be closed for some or all of the period between the date
of this Agreement and the Closing Date, provided that nothing in this paragraph
will require the Seller to pay salaries to, or otherwise compensate, employees
while they are not working.

(b) At its expense, maintain all the Purchased Assets in good
repair and condition, except to the extent of reasonable wear and use and damage
by fire or other unavoidable casualty.

(c) Not enter into any contractual commitments related to the
Purchased Assets involving capital expenditures, loans or advances, and not
voluntarily incur any contingent liabilities, which will be Assumed Obligations,
except in each case in the ordinary course of business or as expressly
contemplated by this Agreement.

(d) Notify the Buyer before making any commitment for a capital
expenditure at the Bluffton Facility in excess of $100,000, even if the capital
expenditure is permitted by subparagraph (d).

(e) Comply in all material respects with all applicable laws and
regulations of governmental agencies relating to the Purchased Assets.

(f) Not sell, dispose of or encumber any Purchased Assets,
except in each case in the ordinary course of business.

(g) Not adopt, or become an employer with regard to, any new
employee compensation, employee benefit or post-employment benefit plan in which
employees employed at the Bluffton Facility or listed on Exhibit 6.1 will
participate.

(h) Carry such insurance against fire, personal injury liability
and other hazards with respect to the Purchased Assets as is consistent with
past practice.

(i) Notify the Buyer in writing promptly of any occurrence or
state of facts which will result in any of the representations and warranties of
Seller hereunder not being true and correct if restated as of the Closing Date.

4.2 THE SELLER'S EFFORTS TO FULFILL CONDITIONS. The Seller will use
its best efforts to cause all the conditions set forth in Paragraph 5.1 to be
fulfilled prior to or at the Closing.

4.3 THE BUYER'S EFFORTS TO FULFILL CONDITIONS. The Buyer will use
its best efforts to cause all the conditions contained in Paragraph 5.2 to be
fulfilled prior to or at the Closing, including as to the conditions contained
in Paragraphs 5.1(h) and (i), being willing to enter into agreements containing
terms reasonably requested by the other parties to those agreements.

4.4 INSURANCE PROCEEDS. If any of the Purchased Assets are damaged
by fire or other unavoidable casualty between the date of this Agreement and the
Closing Date and the Seller receives any insurance proceeds as a result of the
damage, the Seller will either (i) apply the insurance proceeds to repair the
damage or (ii) at the later of the Closing Date or the date when the insurance
proceeds are received, pay the insurance proceeds to the Buyer (except to the
extent, if any, that the insurance proceeds exceed the cost of repairing the
damage).

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

5.1 CONDITIONS TO THE BUYER'S OBLIGATIONS. The obligations of the
Buyer at the Closing are subject to satisfaction of the following conditions
(any or all of which may be waived by the Buyer):

(a) The representations and warranties of the Seller contained
in this Agreement will, except as contemplated by this Agreement, be true and
correct in all material respects at the Closing Date with the same effect as
though made on that date, and the Seller will have delivered to the Buyer a
certificate dated that date and signed by the President or a Vice President of
the Seller to that effect.

(b) The Seller will have fulfilled in all material respects all
its obligations under this Agreement required to have been fulfilled prior to or
at the Closing.

(c) No order will have been entered by any court or governmental
authority and be in force which invalidates this Agreement or restrains the
Buyer from completing the transactions which are the subject of this Agreement.

(d) The Buyer will have received a commitment from Ticor Title
Insurance Company or another nationally recognized title insurance company
selected by the Buyer and approved by the Seller to issue an ALTA Owners Policy
insuring title to the Bluffton Facility subject only to the encumbrances shown
on Exhibit 3.1-J.

(e) The Closing Date will be not later than December 31, 1995.

(f) There shall not have been a material adverse change in any
of the Purchased Assets or employee, supplier or customer relations, relating to
the activities of the Seller at the Bluffton Facility since the date hereof,
except as a result of events described in Paragraph 4.1(a) or as a result of the
closing

of the Bluffton Facility for some or all of the period between the date of this
Agreement and the Closing Date.

(g) Financing reasonably acceptable to Buyer for completion of
the transactions contemplated hereby shall have been obtained and the proceeds
thereof shall be available to the Buyer for use on the Closing Date.

(h) Keebler and the Buyer will have entered into an agreement
(the "Transition Agreement") relating to (x) Keebler's providing during a
transition period after the Closing Date data processing and other services to
the Buyer with regard to the Bluffton Facility and the business conducted by the
Buyer at, or with regard to products manufactured at, the Bluffton Facility, (y)
Keebler's distributing during a transition period after the Closing Date through
Keebler's grocery store door delivery system products manufactured by the Buyer
at the Bluffton Facility, and (z) the Buyer distributing during a transition
period after the Closing Date cookies and crackers manufactured by the Seller
through the convenience store door delivery system acquired by the Buyer under
this Agreement.

(i)(x) The Buyer will not have notified the Seller on or before
November 29, 1995 that due diligence performed by the Buyer between the date of
this Agreement and the date of the notice has disclosed material contingent
liabilities or any other material facts or circumstances which the Buyer
reasonably believes materially reduce the value of the Purchased Assets,
specifying in reasonable detail the nature of the contingent liabilities or
other material facts or circumstances, and that therefore the Buyer

wishes to terminate this Agreement, or (y) if the Buyer has given such a notice
on or before November 29, 1995, the Seller will have agreed to indemnify the
Buyer against the contingent liabilities, or the effects of the other material
facts or circumstances specified in the notice.

5.2 CONDITIONS TO THE SELLER'S OBLIGATIONS. The obligations of the
Seller at the Closing are subject to the following conditions (any or all of
which may be waived by the Seller):

(a) The representations and warranties of the Buyer contained in
this Agreement will, except as contemplated by this Agreement, be true and
correct in all material respects at the Closing Date with the same effect as
though made on that date, and the Buyer will have delivered to the Seller a
certificate dated that date and signed by the President or a Vice President of
the Buyer to that effect.

(b) The Buyer will have fulfilled in all material respects all
its obligations under this Agreement required to have been fulfilled prior to or
at the Closing.

(c) No order will have been entered by any court or governmental
authority and be in force which invalidates this Agreement or restrains the
Seller from completing the transactions which are the subject of this Agreement.

(d) The Closing Date will be not later than December 31, 1995.

ARTICLE VI

EMPLOYEES

6.1 OFFER OF EMPLOYMENT TO THE SELLER'S EMPLOYEES. The Buyer will
offer employment after the Buyer acquires the Purchased Assets to at least 75%
of the employees described in Item 1 of Exhibit 6.1 (the Bluffton Facility
employees) and at least 75% of the employees described in Item 2 of Exhibit 6.1
(the Route Sales employees), in each case, who continue to be employed by the
Seller on the Closing Date, including persons who are on temporary layoff during
some or all of the period between the date of this Agreement and the Closing
Date.

No later than five days prior to the Closing Date, the Buyer will
deliver to the Seller a list identifying by name each of the employees of the
Seller that the Buyer will hire after the Buyer acquires the Purchased Assets.

6.2 RETIREMENT BENEFITS. The Buyer will provide pension or other
retirement benefits to employees of the Seller who become employees of the Buyer
or an affiliate as a result of the Closing ("Keebler Transferred Employees")
which are at least as great as the benefits which are provided by the Buyer to
other employees performing functions, and with service tenures, comparable to
those of the respective Keebler Transferred Employees.

6.3 CHANGE OF CONTROL POLICIES. Immediately after the Closing, the
Buyer will adopt with regard to each Keebler Transferred Employee as to whom
there was an applicable Keebler Change of Control Policy (copies of which have
been provided to the Buyer), an identical Change of Control Policy of the Buyer
with

respect to the change of control effected by the transactions which are the
subject of this Agreement, and the Buyer will maintain that Policy in effect and
unamended at least for the period provided in the Policy.

ARTICLE VII

TERMINATION

7.1 RIGHT TO TERMINATE. This Agreement may be terminated at any time
prior to the Closing:

(a) By mutual consent of the Buyer and the Seller.

(b) By either the Buyer or the Seller if, without fault of the
terminating party, the Closing does not occur on or before December 31, 1995.

(c) By the Buyer if (i) it is determined that any of the
representations or warranties of the Seller contained in this Agreement was not
complete and accurate in all material respects on the date of this Agreement
(other than with regard to a matter as to which the Seller can be required under
Paragraph 8.4, 8.5 or 8.6 to bear the cost) or (ii) any of the conditions in
Paragraph 5.1 is not satisfied or waived by the Buyer prior to or on the Closing
Date.

(d) By the Seller if (i) it is determined that any of the
representations or warranties of the Buyer contained in this Agreement was not
complete and accurate in all material respects on the date of this Agreement or
(ii) any of the conditions in Paragraph 5.2 is not satisfied or waived by the
Seller prior to or on the Closing Date.

7.2 EFFECT OF TERMINATION. If this Agreement is terminated pursuant
to Paragraph 7.1, after this Agreement is terminated, neither the Buyer nor the
Seller will have any further rights or obligations under this Agreement, except
that if the Buyer asked the Seller to install the equipment listed on
Exhibit 11.2 in the Bluffton Facility and the Seller did so, if this Agreement
is terminated by the Buyer because of the failure of a condition in Paragraph
5.1, within 3 business days after the date on which this Agreement terminates,
the Buyer will pay the Seller $400,000 to reimburse the Seller for the costs of
moving and installing that equipment and to compensate the Seller for having
done so. Nothing contained in this Paragraph will, however, relieve any party
of liability for any breach of this Agreement which occurs before this Agreement
is terminated.

ARTICLE VIII

INDEMNIFICATION

8.1 INDEMNIFICATION AGAINST LOSS DUE TO INACCURACIES IN THE SELLER'S
REPRESENTATIONS AND WARRANTIES. The Seller indemnifies the Buyer against, and
agrees to hold the Buyer harmless from, all losses, liabilities and expenses
(including, but not limited to, reasonable fees and expenses of counsel and
expenses of investigation) incurred directly or indirectly because (i) any
matter which is the subject of a representation or warranty contained in
Paragraph 3.1 is not as represented or warranted (but only to the extent of the
amount, if any, by which the losses, liabilities and expenses, computed as
provided in Paragraph 8.7,

with respect to matters which are the subject of the indemnities clause (i) of
Paragraph 8.1 (i.e., because matters which are the subject of representations or
warranties contained in Paragraph 3.1 are not as represented or warranted)
exceed in total $100,000; PROVIDED, that that threshold shall not apply with
respect to indemnities under any provision of this Agreement other than this
clause (i) of Paragraph 8.1 (whether or not the cause of an indemnity under
another provision of this Agreement also constitutes a breach of representations
or warranties contained in Paragraph 3.1) or (ii) the Seller fails to fulfill in
any respect any of its obligations under this Agreement or under any document
delivered in accordance with this Agreement which is required to be fulfilled
after the Closing.

8.2 INDEMNIFICATION AGAINST LOSS DUE TO INACCURACIES IN THE BUYER'S
REPRESENTATIONS AND WARRANTIES. The Buyer indemnifies the Seller against, and
agrees to hold the Seller harmless from, all losses, liabilities and expenses
(including, but not limited to, reasonable fees and expenses of counsel and
expenses of investigation) incurred directly or indirectly because (i) any
matter which is the subject of a representation or warranty contained in
Paragraph 3.2 is not as represented or warranted, or (ii) the Buyer fails to
fulfill in any respect any of its obligations under this Agreement or under any
document delivered in accordance with this Agreement which is required to be
fulfilled after the Closing.

8.3 LIMIT ON CLAIMS REGARDING REPRESENTATIONS AND WARRANTIES.
Notwithstanding any right of Buyer to investigate

fully the affairs of Seller and its business, and notwithstanding any knowledge
of facts determined or determinable by Buyer pursuant to such investigation or
right of investigation, Buyer has the right to rely fully upon the
representations, warranties, covenants and agreements of the Seller contained in
this agreement or in any certificate delivered pursuant hereto. All such
representations, warranties, covenants and agreements shall survive the
execution and delivery of this Agreement and the Closing hereunder and (i) with
respect to Environmental Claims (as defined below), such representations,
warranties, covenants and agreements shall survive for a period of four years
after the Closing Date, (ii) with respect to Title Claims (as defined below)
such representations, warranties, covenants and agreements shall survive
indefinitely, and (iii) with respect to General Claims (as defined below), such
representations, warranties, covenants and agreements shall survive for a period
of eighteen months after the Closing Date. As used in this Agreement, the
following terms have the following meanings:

(i) "General Claim" means any claim hereunder whether
for indemnification or otherwise (other than a Title Claim or Environmental
Claim) based upon, arising out of or otherwise in respect of any material
inaccuracy or omission in or any breach of any material representation,
warranty, covenant or agreement of Seller contained in this Agreement.

(ii) "Environmental Claim" means any claim hereunder
whether for indemnification or otherwise based upon, arising out of or
otherwise in respect of (i) any material

inaccuracy or omission in or any breach of any material representation,
warranty, covenant or agreement of Seller contained in Section 3.1(p), or
(ii) environmental remediation under Section 8.4 hereof or (iii) otherwise
arising out of an environmental matter.

(iii) "Title Claim" means any claim hereunder whether
for indemnification or otherwise based upon, arising out of or otherwise in
respect of any material inaccuracy or omission in or any breach of any
material representation, warranty, covenant or agreement of Seller
contained in Section 3.1(j) or otherwise concerning Buyer's right, title
and interest in and to the Purchased Assets.

The indemnification in Paragraph 8.1 or 8.2, as the case may be, will
be the sole remedy of the Buyer or the Seller if any matter which is the subject
of a representation or warranty contained in Paragraph 3.1 or 3.2 is not as
represented or warranted. Any claim for that indemnification must be made not
later than the end of the period during which the applicable representation or
warranty survives, as provided above, or, as to representations or warranties of
the Buyer, within eighteen months after the Closing Date, in a written
notification to the party from which indemnification is sought which describes
in reasonable detail the nature of the claim and the facts on which it is based.
Neither the Seller nor the Buyer will have any liability because any matter
which is the subject of a representation or warranty contained in Paragraph 3.1
or 3.2 is not as represented or

warranted unless it is described in a notification given as provided in this
Paragraph.

8.4 REMEDIATION OF ENVIRONMENTAL VIOLATIONS INVOLVING PURCHASED
ASSETS. If, prior to the expiration of the period in which an Environmental
Claim may be made as provided in Section 8.3 above, the Buyer notifies the
Seller of any condition with regard to the Bluffton Facility or any real
property listed on Exhibit 3.1-J, or which is the subject of a lease included in
the Assumed Obligations, which (i) violates any Federal, state or local law or
regulation relating to the environment (describing in reasonable detail the
nature of the condition and the laws and regulations which it violates), (ii) if
the real property is occupied under a lease, the Buyer, as assignee of the
lessee's obligations with regard to that real property, is required to remediate
at its cost (describing in reasonable detail the provisions of the lease, or
applicable law, which require the lessee to remediate the condition and bear the
cost of the remediation), and (iii) cannot be identified as having resulted
primarily from acts or activities after the Closing Date, the Seller will
reimburse the Buyer for the reasonable cost of remediating that condition to the
extent (x) necessary to eliminate the violation of laws or regulations and (y)
if the real property is occupied under a lease, the cost is not borne or
reimbursed by the owner of the real property. For the purposes of this
Paragraph 8.4, the cost of remediating a condition will be the full cost of the
remediation, including costs of investigations, studies, tests or similar items
(except that costs of investigations, studies, tests or similar items will not
be

included as costs of remediation to the extent they exceed the costs of the
remediation itself). The Seller will not have any liability or obligation
because of any condition which violates any Federal, state or local law or
regulation relating to the environment other than as provided in this Paragraph,
and the Buyer indemnifies the Seller, and agrees to hold the Seller harmless
from, all losses, liabilities and expenses (including, but not limited to,
reasonable fees and expenses of counsel and expenses of investigation) incurred
directly or indirectly because of any claim that any condition on any real
property listed on Exhibit 3.1-J violates any Federal, state or local law
relating to the environment, except to the extent the Seller is required by this
Paragraph to remediate that condition.

8.5 THE SELLER'S INDEMNIFICATION AGAINST PRODUCT LIABILITY CLAIMS.
The Seller indemnifies the Buyer against, and agrees to hold the Buyer harmless
from, all losses, liabilities and expenses (including, but not limited to,
reasonable fees and expenses of counsel and expenses of investigation) arising
from claims of any type (including, but not limited to, claims for negligence,
claims for breach of warranty or claims that any product shipped or delivered by
the Seller when such product was shipped or delivered by the Seller was (i)
adulterated or misbranded within the meaning of the Federal Food, Drug and
Cosmetic Act, as amended by Public Law 85-929, approved and effective September
6, 1958, to the extent such Act was then effective and applicable, or (ii)
adulterated or misbranded within the meaning of any identical or substantially
similar state law on

the subject, to the extent such law was then effective and applicable) which
relate to injury or damage alleged to have been caused by products shipped by
the Seller on or before the Closing Date.

8.6 SELLER'S INDEMNIFICATION FOR LIABILITIES NOT ASSUMED. The Seller
indemnifies the Buyer against, and agrees to hold the Buyer harmless from, all
losses, liabilities and expenses (including, but not limited to, reasonable fees
and expenses of counsel and reasonable fees of investigation) incurred directly
or indirectly because of any liability or obligation of the Seller which is not
assumed by the Buyer in the Assignment and Assumption Agreement.

8.7 COMPUTATION OF LOSS. Whenever the Buyer or the Seller (the
"Indemnifying Party") is required to indemnify the other (the "Indemnified
Party") against, and hold the Indemnified Party harmless from, any item of loss,
liability or expense, the Indemnifying Party will pay the Indemnified Party the
sum which, after payment by the Indemnified Party of all Federal (but not state
or local) income taxes resulting from the payment, will equal (i) the amount of
the loss, liability or expense minus (ii) any insurance proceeds or other
recoveries from third persons to which the Indemnified Party is entitled with
regard to the event or condition which resulted in the loss, liability or
expense. For the purpose of the computation under this Paragraph, it will be
conclusively presumed that the Indemnified Party pays Federal income taxes at
the maximum Federal corporate income tax rate

(including, as to items taxed as long or short term capital gains, the maximum
rate applicable to that type of capital gains).

8.8 SELLER'S REIMBURSEMENT FOR ADDITIONAL COSTS OF CHANGE OF CONTROL
POLICY. The Seller will reimburse the Buyer for any amount which the Buyer is
required to pay as separation pay or any fringe or other benefit expense the
Buyer incurs with respect to any Keebler Transferred Employee due to a Change of
Control Policy adopted by the Buyer as required under Section 6.3 as a result of
a termination of employment within one year after the Closing Date to the
extent, but only to the extent, such payment under the Change of Control Policy
exceeds the amount the employee would have received under Paragraphs 8 and 9 of
the Keebler Company Separation Pay/Benefits Policy if it had been applicable to
the termination of employment, taking into effect with respect to each Keebler
Transferred Employee the service of such employee before and after the Closing
Date.

ARTICLE IX

EFFECT OF REORGANIZATION

9.1 CHANGES OF OWNERSHIP.

(a) UB Investments (Netherlands) BV ("UBBV"), the indirect sole
shareholder of the Seller, is a party to a Stock Purchase Agreement dated
November 5, 1995 (the "INFLO Agreement") with INFLO Holdings Corporation, under
which it is a condition to the closing, which UBBV has agreed to use its best
efforts to fulfill, that the Seller will have disposed of, among other things,
the Bluffton Facility and the activities conducted at it. If the

date for the closing under the INFLO Agreement (the "INFLO Closing Date") is
before the Closing Date, prior to the INFLO Closing Date, the Seller will sell
or otherwise transfer the Purchased Assets to a newly formed directly or
indirectly wholly owned subsidiary of UBBV (the "Keebler Snack Assets Company").

(b) If prior to the Closing Date, (i) the Seller notifies the Buyer
that it has transferred the Purchased Assets to the Keebler Snack Assets Company
and (ii) the Seller delivers to the Buyer an agreement of the Keebler Snack
Assets Company to be bound by all the provisions of this Agreement which are
applicable to the Seller to the same extent the Seller is bound by those
provisions (x) all the references in this Agreement to the Seller will be
deemed to be references to the Keebler Snack Assets Company (except that the
references to the Seller in Paragraph 11.4(c) will be deemed to include both the
Seller and the Keebler Snack Assets Company), (y) all the rights and obligations
of the Seller under this Agreement will become rights and obligations of the
Keebler Snack Assets Company, and (z) the Seller will have no further rights or
obligations under this Agreement.

ARTICLE X

ABSENCE OF BROKERS

10.1 REPRESENTATIONS AND WARRANTIES REGARDING BROKERS AND OTHERS. The
Buyer represents and warrants to the Seller, and the Seller represents and
warrants to the Buyer, that nobody acted as a broker, a finder or in any similar
capacity in connection with the transactions which are the subject of this
Agreement, except

that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated acted as financial advisor to the Seller.
All fees of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated will be paid by the Seller. The
Buyer indemnifies the Seller, and the Seller indemnifies the Buyer, against, and
agrees or agree to hold the others or other of them harmless from, all losses,
liabilities and expenses (including, but not limited to, reasonable fees and
expenses of counsel and costs of investigation) incurred because of any claim by
anyone for compensation as a broker, a finder or in any similar capacity by
reason of services allegedly rendered to the or an indemnifying party in
connection with the transactions which are the subject of this Agreement.

ARTICLE XI

GENERAL

11.1 EXPENSES. The Buyer and the Seller will each pay its own
expenses in connection with the transactions which are the subject of this
Agreement, including legal fees. The Buyer will pay 50%, and the Seller will
pay 50%, of the 1.2% Indiana gross income tax relating to the sale of the
Bluffton Facility and of any other sales, recording or similar taxes relating to
the transactions which are the subject of this Agreement.

11.2 INSTALLATION OF EQUIPMENT. If the Buyer requests the Seller to
install the equipment listed on Exhibit 11.2 at the Bluffton Facility, the
Seller will do so, at the Seller's cost, and that equipment, when installed,
will be operational.

11.3 RIGHTS OUTSIDE THE UNITED STATES. As part of this Agreement, the
Seller is assigning to the Buyer all of its rights

and obligations under the License Agreement, effective as of March 1, 1985,
between the Seller and Miles ▇. ▇▇▇▇▇▇▇, an individual (the "▇▇▇▇▇▇▇ License
Agreement"). The Buyer agrees that for so long as the Buyer uses the Licensed
Patents (as that term is defined in the ▇▇▇▇▇▇▇ License Agreement) the Buyer
will not pursue any arrangement for the manufacture and/or sale of Licensed
Products (as that term is defined in the ▇▇▇▇▇▇▇ License Agreement) outside the
United States and its territories, except with the prior written consent of UBI.
The Buyer further agrees that UBI and any of its affiliates or subsidiaries may
pursue an arrangement for the use of the Licensed Patents and the manufacture
and/or sale of Licensed Products outside the United States and its territories.
To the extent permitted by the ▇▇▇▇▇▇▇ License Agreement, sales by UBI, its
affiliates or subsidiaries of Licensed Products and sales by the Buyer of
Licensed Products, will be aggregated to satisfy any minimum sales volume
requirements under the ▇▇▇▇▇▇▇ License Agreement.

11.4 EFFORTS TO OBTAIN CONSENTS. If any required consents or
approvals for assignments of any contracts, agreements or commitments, or any
assignable governmental or other licenses or permits, included in the Purchased
Assets or the Assumed Obligations are not obtained by the Closing Date, (a) the
Seller and the Buyer will each use its best efforts to obtain the consents or
approvals (or waivers of the need for the consents or approvals) as promptly as
practicable after the Closing Date, and (b) until the required consents or
approvals are obtained, (i) the assignments of the applicable contracts,
agreements, commitments, licenses or per-

mits will not take place, (ii) the Seller will cooperate in all reasonable ways,
whether by subcontracting, subleasing or sublicensing, or otherwise, to provide
the Buyer with the benefits of the contracts, agreements, commitments, licenses
or permits and to enforce, for the Buyer's benefit (and at the Buyer's
expense), any rights the Seller may have under any of the contracts, agreements,
commitments, licenses or permits which the Buyer wishes to enforce and (iii) the
Buyer will fulfill, or will reimburse the Seller for the costs the Buyer would
have incurred if it had fulfilled, all the Seller's obligations under all the
contracts, agreements, commitments, licenses and permits the benefits of which
are provided to the Buyer.

11.5 WAIVER OF BULK TRANSFER LAW COMPLIANCE. The Buyer waives
compliance by the Seller with the provisions of any so-called bulk transfer law
of any jurisdiction in connection with the sale of the Purchased Assets to the
Buyer. The Seller indemnifies the Buyer against, and agrees to hold the Buyer
harmless from, all losses, liabilities and expenses (including, but not limited
to, reasonable fees and expenses of counsel and expenses of investigation)
resulting from the Buyer's not complying with so-called bulk transfer laws.

11.6 ACCESS TO PROPERTIES, BOOKS AND RECORDS.

(a) From the date of this Agreement until the Closing Date, the
Seller will give representatives of the Buyer access to the properties included
in the Purchased Assets and to the Seller's books and records relating to the
Purchased Assets and the business done with them, and to the Assumed
Obligations. In

addition, not later than November 27, 1995, the Seller will give the Buyer (i) a
list of the twenty largest (in dollar volume) customers for products
manufactured at the Bluffton Facility, (ii) a list of the twenty largest (in
dollar volume) suppliers of raw materials used at the Bluffton Facility, (iii) a
description of the Seller's programs for maintenance of the real estate and the
machinery and equipment at the Bluffton Facility and (iv) copies of the Seller's
material insurance policies with respect to the Purchased Assets. Until
completion of the transactions which are to take place at the Closing, the Buyer
will, and will cause its representatives to, hold all information it receives as
a result of its access to properties, books and records of the Seller in
confidence, except to the extent that information (i) is or becomes available to
the public (other than through a breach of this Agreement), (ii) becomes
available to the Buyer from a third party which, insofar as the Buyer is aware,
is not under an obligation to the Seller to keep the information confidential,
(iii) was known to the Buyer before it was made available to the Buyer or its
representative by the Seller, or (iv) otherwise is independently developed by
the Buyer. If this Agreement is terminated prior to completion of the
transactions which are to take place at the Closing, the Buyer will, at the
Seller's request, deliver to the Seller all documents and other material
obtained by the Buyer from the Seller in connection with the transactions which
are the subject of this Agreement or evidence that material has been destroyed
by the Buyer.

(b) After the Closing, the Buyer will provide the Seller
with access to the books and records included in the Purchased Assets, and to
knowledgeable personnel of the Buyer, during normal business hours in connection
with the preparation of financial statements by the Seller, the preparation of
tax returns by the Seller and audits of tax returns filed by the Seller.

(c) After the Closing, the Seller will, and will cause its
affiliates to, provide the Buyer with access to its books and records relating
to the Purchased Assets and the Assumed Obligations.

11.7 PRESS RELEASES. The Buyer and the Seller will consult with each
other before issuing any press releases or otherwise making any public
statements with respect to this Agreement and neither of them will issue any
press releases or make open public statements to which the other of them has
reasonbly objected, except that nothing in this Paragraph will prevent either
party from making any statement when and as required by law or by the rules of
any securities exchange or securities trading system on which securities of that
party or an affiliate are traded.

11.8 ENTIRE AGREEMENT. This Agreement and the documents to be
delivered in accordance with this Agreement contain the entire agreement between
the Buyer and the Seller relating to the transactions which are the subject of
this Agreement and those other documents, all prior negotiations, understandings
and agreements between the Buyer and the Seller are superseded by this Agreement
and those other documents, and there are no representations, warranties,
understandings or agreements concerning the

transactions which are the subject of this Agreement or those other documents
other than those expressly set forth in this Agreement or those other documents.

11.9 CAPTIONS. The captions of the articles and paragraphs of this
Agreement are for reference only, and do not affect the meaning or
interpretation of this Agreement.

11.10 ASSIGNMENTS.

(a) Neither this Agreement nor any right of any party under
it may be assigned, except (i) as provided in subparagraph (b), and (ii) that
the Buyer may assign its rights and obligations under this Agreement to a
corporation which is majority owned by the Buyer or by persons or entities which
own a majority of the outstanding stock of the Buyer, if the Buyer
unconditionally guarantees that the corporation to which the Buyer's rights and
obligations are assigned will perform fully all the Buyer's or the corporation's
obligations under this Agreement, the Assignment and Assumption Agreement and
any other agreements entered into by the corporation in accordance with this
Agreement.

(b) If UBI executes and delivers the UBI Assumption
Agreement to the Buyer at any time (whether before or after the Closing), when
the UBI Assumption Agreement is delivered to the Buyer, (i) all the rights of
the Seller under this Agreement relating to periods after the Closing will
become rights of UBI, and (ii) effective immediately following the Closing, the
Seller will be relieved of, and released from, all liabilities and obligations
under this Agreement and all documents delivered in accordance with this
Agreement, including but not limited to

liabilities and obligations under or with regard to Paragraph 3.1 and Article
VIII, other than obligations under Paragraph 11.5(c) and obligations under the
Transition Agreement.

11.11 NOTICES AND OTHER COMMUNICATIONS. Any notice or other
communication under this Agreement must be in writing and will be deemed given
when delivered in person or sent by facsimile (with proof of receipt at the
number to which it is required to be sent), or on the third business day after
the day on which mailed by first class mail from within the United States of
America, or delivered by a recognized overnight courier service to the following
addresses (or such other address as may be specified after the date of this
Agreement by the party to which the notice or communication is sent):

If to the Seller:

United Biscuits (Holdings) p.l.c.
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Facsimile No.: 44-1-895-43-2028
Attention: ▇▇▇▇ ▇▇▇▇

with a copy to:

▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

If to the Buyer:

▇▇▇▇▇ Food Products, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ Blue

with a copy to:

Katten, Muchin & Zavis
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

11.12 GOVERNING LAW.

(a) This Agreement will be governed by, and construed under, the
laws of the State of Illinois in the United States of America relating to
contracts made and to be performed in that state.

(b) The Seller and the Buyer each agrees that any action or
proceeding relating to this Agreement or the transactions contemplated by it may
be brought in any Federal or state court sitting in the State of Illinois in the
United States of America and each of them (i) consents to the jurisdiction of
each of those courts in any such action or proceeding, (ii) agrees not to seek
to have the venue of any such action or proceeding changed because of
inconvenience of the forum or otherwise (except that nothing in this Paragraph
will prevent a party from removing an action from a state court to a Federal
court sitting in that state), and (iii) agrees that process in any such action
or proceeding may be served by registered mail or in any other manner permitted
by the rules of the court in which the action or proceeding is brought.

11.13 AMENDMENTS. This Agreement may be amended only by a document in
writing signed by both the Buyer and the Seller.

11.14 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original,

but all of which together will constitute one and the same agreement.

IN WITNESS WHEREOF, the Buyer and the Seller have executed this
Agreement, intending to be legally bound by it, on the day shown on the first
page of this Agreement.

KEEBLER COMPANY

By:
--------------------------------
Title:

▇▇▇▇▇ FOOD PRODUCTS, INC.

By:
--------------------------------
Title:

DATED NOVEMBER 18, 1995 BETWEEN

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