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ex10-4.txt

ESCROW AGREEMENT





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                                                                  [EXHIBIT 10.4]





                                ESCROW AGREEMENT





                  This Escrow Agreement (this "Escrow Agreement"), dated as of

August 2, 2000, is by and among Vlasic Foods International Inc., a New Jersey

corporation (the "Company"), the individuals listed on Schedule I hereto (the

"Family Participating Lenders"), Morgan Guaranty Trust Company of New York, as

Administrative Agent under the Credit Agreement referred to below (the

"Administrative Agent"), and Wells Fargo Bank Minnesota, National Association,

as escrow agent (the "Escrow Agent").



                               W I T N E S S E T H



                  WHEREAS, the Family Participating Lenders have entered into a

Master Loan Participation Agreement of even date herewith (the "Participation

Agreement") pursuant to which they have agreed to purchase participations in

one-half of additional Revolving Loans (the "New Revolving Loans") made under

the Amended and Restated Credit Agreement, dated as of September 30, 1998 (as

amended or waived to date (including by Amendment No. 2 and Waiver No. 5

thereunder dated as of June 28, 2000) and as hereafter amended or waived, the

"Credit Agreement"), among the Company, the Banks party thereto, The Chase

Manhattan Bank, as Syndication Agent, and the Administrative Agent (capitalized

terms used but not defined herein shall have the meanings assigned thereto in

the Credit Agreement), beyond the $185,200,000 of Revolving Loans under the

Credit Agreement currently outstanding, up to a maximum aggregate participation

amount of $17,500,000 (the "Maximum Amount"); and



                  WHEREAS, in connection with the Participation Agreement, the

Family Participating Lenders desire to establish an escrow account with the

Escrow Agent in accordance with the terms and conditions set forth herein, for

the deposit of funds representing the Maximum Amount and the application of such

funds toward the purchase of participations pursuant to the Participation

Agreement;



                  NOW THEREFORE, the parties hereto agree as follows:



                  1. Appointment of Escrow Agent. The Family Participating

Lenders hereby appoint Wells Fargo Bank Minnesota, National Association, to act

as Escrow Agent in accordance with the terms and provisions of this Escrow

Agreement, and Wells Fargo Bank Minnesota, National Association hereby accepts

such appointment on the terms and provisions of this Escrow Agreement.



                  2. Escrow Fund. The Family Participating Lenders have

deposited into an account (the "Escrow Account") maintained by the Escrow Agent,

by wire transfer, a total of the Maximum Amount in cash, in the respective

amounts set forth opposite each Family Participating Lender's name on Schedule I

hereto. Confirmation of receipt of these funds shall be immediately provided by

the Escrow Agent to the Administrative Agent upon notice to the Escrow Agent

that the Effective Date (as defined below) has occurred. Amounts deposited with

the Escrow Agent as provided by this Section 2, including any accretions and

reductions

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therefrom, are referred to herein and shall constitute the "Escrow Fund."

Commencing on the date on which any Escrow Funds were initially deposited into

the Escrow Account, such funds shall be invested in accordance with Section

4(a). Commencing on the Effective Date (as defined below), the Escrow Fund shall

continue to be invested and shall be held and administered in accordance with

the terms and provisions of this Escrow Agreement. The "Effective Date" shall

mean the date on which all of the following are executed and delivered to the

Family Participating Lenders, in form and substance satisfactory to the Family

Participating Lenders: (i) this Escrow Agreement; (ii) the Participation

Agreement; (iii) all documents, agreements and instruments necessary or

desirable, as determined by the Family Participating Lenders, to create, enforce

and perfect the liens, mortgages and security interests of the Family

Participating Lenders in the Collateral, as defined in Section 5 hereof; (iv) a

copy of all waivers executed by the Banks waiving any Events of Default under

the Financing Documents, including Waiver No. 6 under the Credit Agreement; and

(v) all other documentation (including legal opinions) requested by the Family

Participating Lenders in connection with this Escrow Agreement, the

Participation Agreement and the documents referred to in clause (iii) above. The

Family Participating Lenders authorize Dechert, their counsel, to notify the

Company and the Administrative Agent of the occurrence of the Effective Date.



                  3. Disbursement of Escrow Fund. At any time on or after the

Effective Date, the Escrow Agent shall release and disburse the Escrow Fund in

accordance with the provisions of this Section 3, without the requirement of any

prior notice to or action by any Family Participating Lender.



                           a. Promptly upon receipt of any Notice of Committed

Borrowing under the Credit Agreement, all or any portion of which will

constitute New Revolving Loans, the Administrative Agent shall, pursuant to the

Participation Agreement, deliver to the Escrow Agent a completed and signed

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