ASSET PURCHASE AGREEMENT



                                  BY AND AMONG



                        VLASIC FOODS INTERNATIONAL INC.,



                                 VF BRANDS, INC.



                                       AND



                               H.J. HEINZ COMPANY









                          DATED AS OF JANUARY 25, 2001





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         ASSET PURCHASE AGREEMENT, dated as of January 25, 2001 (this

"Agreement"), by and among Vlasic Foods International Inc., a New Jersey

corporation ("Seller"), VF Brands, Inc., a Delaware corporation and a wholly

owned Subsidiary of Seller ("VFB" and, together with Seller and any other

Subsidiary (as defined in Section 8.11) of Seller selling or assigning any

Acquired Assets (as defined in Section 1.1), "Sellers"), and H.J. Heinz Company,

a Pennsylvania corporation ("Purchaser").



                                    RECITALS:



         WHEREAS, Sellers are engaged in the business of (i) developing,

producing, selling and marketing a variety of pickled food products, including

pickles, peppers, sauerkraut and relish (the "Pickles Business"), and (ii)

developing, manufacturing, selling, licensing, marketing and distributing

barbecue sauce and grilling sauce products in the Retail Industry (as defined in

Section 8.11) under the trademark "Open Pit," and exclusively licensing the

"Open Pit" trademark for use in the Institutional and Food Service Industry (as

defined in Section 8.11) (collectively, the "Sauce Business" and, together with

the Pickles Business, the "Business"); and



         WHEREAS, Seller will file as promptly as practicable, but in no event

later than two Business Days, after the date hereof, a voluntary petition (the

"Petition") for reorganization relief pursuant to Chapter 11 of title 11 of the

United States Code, 11 U.S.C. Section 101-1330 (as amended, the "Bankruptcy

Code"), in the United States Bankruptcy Court for the District of Delaware (the

"Bankruptcy Court") (the "Bankruptcy Case"); and



         WHEREAS, upon the terms and subject to the conditions set forth herein

and as authorized under Sections 105, 363 and 365 of the Bankruptcy Code,

Purchaser desires to purchase and assume from Sellers, and Sellers desire to

sell, transfer, assign, convey and deliver to Purchaser, substantially all of

the assets relating to the Business, together with certain obligations and

liabilities relating thereto;



                  NOW, THEREFORE, in consideration of the foregoing and the

mutual representations, warranties, covenants and agreements contained herein,

and intending to be legally bound hereby, the parties hereto agree as follows:





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                                    ARTICLE I



                                 SALE OF ASSETS



         Section 1.1. Acquired Assets. On the terms and subject to the

conditions set forth herein, on the Closing Date (as defined in Section 1.8),

Sellers shall sell, transfer, assign, convey and deliver, or cause to be sold,

transferred, assigned, conveyed and delivered, to Purchaser, and Purchaser shall

purchase and accept, all of Seller's, VFB's and any other Subsidiaries' right,

title and interest in and to (i) the assets, properties, rights, claims,

contracts and businesses of every kind, character and description, whether

tangible or intangible, whether real, personal or mixed, whether accrued,

contingent or otherwise, and wherever located, which are shown on the Closing

Balance Sheet (as defined in Section 1.7(a)) and (ii) the assets, properties,

rights, claims, contracts and businesses of every kind, character and

description, whether tangible or intangible, whether real, personal or mixed,

whether accrued, contingent or otherwise, and wherever located, which are

primarily used or held for use in, or are otherwise required for the normal

operation of, the Business, including all those items in the following

categories, whether or not shown on the Closing Balance Sheet, other than assets

described in clause (i) or clause (ii) above which are Retained Assets (as

defined in Section 1.2 below) (collectively, the "Acquired Assets"):



         (a) Equipment. All machinery, fixtures, furniture, equipment,

automobiles, trucks, vehicles, tooling, tools, dies, molds, office equipment,

furnishings and other items of personal property;



         (b) Inventory. All inventory, finished goods, works in process, raw

materials, ingredients and packaging materials (collectively, the "Inventory")

owned by Seller or its Subsidiaries at the time of the Closing (as defined in

Section 1.8);



         (c) Materials and Supplies. All materials, supplies, parts, point of

purchase materials, accessories, goods and other like products or items;



         (d) Intellectual Property. All registered and common law trademarks and

trade names, service marks and service names, and registrations and applications

for registration thereof, and foreign counterparts thereof (if any), Internet

domain names and associated content, logos, designs, slogans, trade dress and

general intangibles of like nature, together with the goodwill associated

therewith, including, without limitation, the "hot pockets" trademark rights of

any Seller and its Subsidiaries (whether or not related to the Business) and

those identified in Section 2.13(a)(i) of the Seller Disclosure Schedule (as

defined in the introduction to Article II) ("Trademarks"); all patents, patent

applications and foreign counterparts thereof (if any) ("Patents"); all

copyrights, copyright applications and copyright registrations and foreign

counterparts thereof (if any); and all inventions, customer lists, discoveries,

trade secrets, improvements, formulae, practices, processes, methods,

technology, process sheets, mixing instructions, recipes and know-how and

similar proprietary rights and related licenses and other agreements (all of the

foregoing are collectively referred to as the "Intellectual





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Property"); provided, however, that computer software, programs and source

disks, and related program documentation, tapes, manuals, forms, guides and

other materials that are owned by or are licensed to Seller or any Affiliate (as

defined in Section 8.11) of Seller shall not constitute or be deemed to

constitute Intellectual Property for any purposes of this Agreement).



         (e) Contracts. All rights in and to all written and oral distribution

agreements, consignment agreements, agency agreements, co-packing agreements,

license agreements, leases, broker agreements, confidentiality agreements (under

which any Seller has provided information to or received information from a

third party in respect of the Business), all purchase orders for the sale or

purchase of goods and services, or both, and all other contracts and other

agreements of whatever nature (whether written or oral) to which any

transferring party is a party or otherwise has rights under (collectively, the

"Contracts");



         (f) Accounts Receivable. All accounts and notes receivable, letters of

credit and other rights to receive payments (collectively, "Accounts

Receivable");



         (g) Prepaid Expenses. All prepaid expenses, credits or similar advance

payments;



         (h) Claims. All rights, privileges, claims, demands, prepayments,

deposits, refunds, indemnification agreements in favor of any transferring party

with, and indemnification and similar rights against, third parties, warranty

claims (to the extent transferable), offsets and other claims (other than any

claims by Sellers under this Agreement and under Sections 544, 545, 547 and 548

of the Bankruptcy Code);



         (i) Books and Records. Except as provided in Section 1.2(c), all sales

and business records, files, books of account, customer and supplier lists,

books and records relating to Taxes (as defined in Section 2.16) related solely

to the Business and the Acquired Assets, product specifications, product

formulations, drawings, correspondence, engineering, maintenance, operating and

production records, advertising materials, customer lists, cost and pricing

information, business plans, quality control records and manuals, blueprints,

research and development files, litigation files, personnel records, credit

records of customers and other books and records, manuals and other materials

(in any form or medium);



         (j) Goodwill. All goodwill;



         (k) Permits. All Permits (as defined in Section 2.3);



         (l) Real Property. All owned real property, including the real property

located at Imlay City, Michigan and Millsboro, Delaware;



         (m) UPC Codes. All UPC codes used on products sold in the Business; and





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         (n) Information Technology. All application systems and software,

systems hardware and networking and communications assets as generally and

specifically described on Exhibit 1.1(n) (the "Information Technology").



Subject to the terms and conditions hereof, at the Closing, the Acquired Assets

shall be transferred or otherwise conveyed to Purchaser free and clear of all

liabilities, obligations and Liens (as defined in Section 8.11) excepting only

Assumed Liabilities (as defined in Section 1.3) and Permitted Liens (as defined

in Section 2.12(a)) other than Permitted Liens required hereby to be released on

or prior to the Closing Date.



         Section 1.2. Retained Assets. Notwithstanding anything to the contrary

set forth herein, the Acquired Assets shall not include the Retained Assets.

"Retained Assets" shall mean the following assets which are to be retained by

any Seller and not sold or assigned to Purchaser:



         (a) Subject to Section 4.11, Contracts (i) which, by their terms and

pursuant to Applicable Law (as defined in Section 8.11), are non-transferable or

non-assignable, or (ii) are set forth in Section 2.8 of the Seller Disclosure

Schedule under the heading "The following agreements will not be assumed by

Purchaser";



         (b) All computer hardware and software, programs and source disks and

related program documentation, tapes, manuals, forms, guides and other similar

materials used in the Business and in the other businesses owned by Seller,

except as set forth on Exhibit 1.1(n);



         (c) All books and records relating to Taxes (excluding those books and

records relating to Taxes relating solely to the Business and the Acquired

Assets), provided that Seller shall make such information available to Purchaser

pursuant to Section 4.9 of this Agreement;



         (d) Subject to Section 4.11, all non-assignable or non-transferable

Permits;



         (e) All real property owned by any Seller and located at Bridgeport,

Michigan;



         (f) All machinery, equipment, tooling, tools, office equipment and

similar items of personal property formerly used in the manufacture of pickled

food products at Sellers' formerly owned manufacturing facility in Bridgeport,

Michigan, none of which is currently used in the Business;



         (g) All deferred tax assets relating to the Business;



         (h) All rights, demands, claims, damages, suits, controversies and

causes of action of any kind or character whatsoever, whether known or unknown,

asserted or unasserted, and including but not limited to any state, federal,

contractual, tort, equitable, statutory or common law claims for damages,

injunctive relief or other recovery of any





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kind whatsoever, that Seller or any of its Subsidiaries

or Affiliates have or may have that are set forth on Exhibit 1.2(h);



         (i) All rights, title and interest in the assets set forth on Exhibit

1.2(i); and



         (j) All claims by Sellers under this Agreement and under Sections 544,

545, 547 and 548 of the Bankruptcy Code.



         Section 1.3. Assumed Liabilities. Subject to the terms and conditions

set forth in this Agreement and excluding the Retained Liabilities (as defined

in Section 1.4), on the Closing Date, Purchaser shall assume and thereafter pay,

perform and discharge when due the following obligations, liabilities, debts,

charges, fees, commitments, expenses and disbursements of any Seller which have

not been paid, performed or discharged as of the Closing (the "Assumed

Liabilities"):



         (a) any and all liabilities and obligations relating primarily to the

Business or the Acquired Assets that are (i) reflected on, but only to the

extent reflected on, the Reference Balance Sheet (as defined in Section 2.5) or

(ii) trade accounts payable and accrued expenses incurred after the date of the

Reference Balance Sheet in the ordinary course of business consistent with prior

practice in accordance with the terms of this Agreement, except, in each case,

for (A) liabilities for Taxes (other than payroll Taxes) relating to or arising

out of the Business accruing, or with respect to any event or time period

occurring, at or prior to Closing, (B) liabilities in respect of employees of

Seller or its Affiliates or Plans except to the extent specifically assumed by

Purchaser pursuant to Section 4.3, (C) intercompany accounts payable which do

not represent trade accounts payable, (D) any items not included in current

liabilities, (E) any items which are current liabilities that are not consistent

with past practices, and (F) claims and litigation, including worker's

compensation claims, or any other current liability of a type or category not

reflected on the Reference Balance Sheet, except to the extent specifically

assumed by Purchaser pursuant to this Agreement.



         (b) any and all liabilities, obligations and commitments arising out of

Contracts (i) set forth on Section 2.8 of the Seller Disclosure Schedule except

as listed under the heading "The following agreements will not be assumed by

Purchaser", or not required to be set forth therein because of the amount

involved, or (ii) that are entered in the ordinary course of business consistent

with past practice after the date hereof and on or prior to Closing in

accordance with this Agreement, in each case to the extent that such Contracts

are validly assigned to Purchaser, and in each case excluding any obligation or

liability for any breach thereof occurring prior to the Closing Date;



         (c) any and all liabilities and obligations in respect of Transferred

Employees to the extent specifically assumed by Purchaser pursuant to Section

4.3;



         (d) any and all liabilities of Seller and its Subsidiaries to consumers

in respect of any and all products sold by the Business, including liabilities

in respect of product liability claims and liabilities for refunds, adjustments,

allowances, exchanges,





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returns and warranty, merchantability and other claims, to the extent each such

claim does not exceed $25 and the aggregate amount of all such claims does not

exceed $50,000; and



         (e) any and all liabilities of Seller and its Subsidiaries in respect

of those lawsuits, actions, proceedings and claims set forth in Exhibit 1.3(e)

to the extent each such claim does not exceed $25,000.



         Section 1.4. Retained Liabilities. Notwithstanding any provision of

this Agreement or any Collateral Agreement (as defined in Section 4.13) and

regardless of any disclosure to Purchaser, Purchaser shall not assume and

Sellers shall retain all liabilities and obligations of Sellers and their

Affiliates (a) under the Amended and Restated Credit Agreement, dated as of

September 30, 1998, by and among Seller, Morgan Guaranty Trust Company of New

York and The Chase Manhattan Bank, as agents, and the other banks party thereto,

as amended, (b) under the Indenture, dated as of June 29, 1999, by and between

Seller and The Bank of New York, as trustee, (c) except for any accrued payroll

Taxes assumed pursuant to Section 1.3, for Taxes related to operations of the

Business or ownership of the Acquired Assets for any period ending on or prior

to the Closing Date, (d) relating to or arising out of the operation of the

Business or the ownership of the Acquired Assets prior to the Closing other than

the Assumed Liabilities, (e) relating to the Retained Assets, (f) that are not

items included in current liabilities or are items which are current liabilities

that are not consistent with past practices, (g) which relate to claims and

litigation, including worker's compensation claims, or are current liabilities

of types or categories not reflected on the Reference Balance Sheet, except to

the extent specifically assumed by Purchaser pursuant to this Agreement, (h) in

respect of the lawsuits, actions, proceedings and claims set forth on Exhibit

1.4(h), (i) relating to any fees and expenses owed to Lazard Freres & Co., LLC,

and (j) in respect of employees of Seller or its Affiliates or Plans, except to

the extent specifically assumed by Purchaser pursuant to Section 4.3

(collectively, the "Retained Liabilities").



         Section 1.5. Transfer of Assets and Assumption of Assumed Liabilities.



         (a) At the Closing, the sale, transfer, assignment, conveyance and

delivery of the Acquired Assets (other than the Owned Real Property (as defined

in Section 2.12) and the Trademarks and Patents) shall be effected pursuant to a

bill of sale and assignment substantially in the form of Exhibit 1.5(a) attached

hereto (the "Bill of Sale").



         (b) At the Closing, the transfer of each Owned Real Property shall be

effected pursuant to a special limited warranty or bargain or sale deed, without

covenants against grantor's acts, in the customary form for the state in which

such Owned Real Property is located (collectively, the "Deeds"), together with

any reasonably necessary transfer declarations or other filings.



         (c) [Intentionally omitted].





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         (d) At the Closing, the transfer of the Trademarks and Patents owned or

held by Seller or any of its Subsidiaries shall be effected pursuant to

customary instruments of assignment or transfer, in form suitable for recording

in the appropriate office or bureau (collectively, the "Intellectual Property

Instruments").



         (e) At the Closing, the assumption of the Assumed Liabilities shall be

effected pursuant to an assignment and assumption agreement substantially in the

form of Exhibit 1.5(e) attached hereto (the "Assumption Agreement") and such

other documents and instruments as may be necessary in order to effect

Purchaser's assumption of the Assumed Liabilities.



         Section 1.6. Purchase Price. (a) Subject to the terms and conditions of

this Agreement, in consideration of the aforesaid sale, transfer, assignment,

conveyance and delivery of the Acquired Assets, Purchaser shall (i) assume the

Assumed Liabilities and (ii) pay to Seller at Closing by wire transfer in

immediately available funds, $195,000,000 (the "Purchase Price"), as such

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