ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (Agreement) is dated as of July 19, 2006, between Horizon Milling G.P., a general partnership formed under the Laws of the Province of Ontario (Purchaser), and Smucker Foods of Canada Co., an unlimited liability company formed under the Laws of the Province of Nova Scotia (Seller). Section 10 of this Agreement defines certain capitalized terms used but not elsewhere defined in this Agreement.

RECITALS

     A. Seller, among other things, is engaged in the Business.

     B. Purchaser desires to purchase certain of the assets and assume certain liabilities of Seller used in the operation of the Business and Seller desires to sell such assets and assign such liabilities to Purchaser, all upon the terms and conditions hereinafter set forth.

     NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, the parties hereto agree as follows:

1.

AGREEMENT TO SELL AND AGREEMENT TO PURCHASE

          1.1 Assets to be Conveyed. On the terms and subject to the conditions set forth herein, and except as provided in Section 1.2 hereof, on the Closing Date (as defined in Section 1.3 below), except for the Transferred Pension Assets which will be transferred in accordance with Section 5.5 below, Seller shall convey, sell, transfer, assign and deliver to Purchaser (or its designee, Cargill Limited, with respect to intellectual property assets) free and clear of all Liens, except Permitted Liens, and Purchaser shall purchase, acquire and accept from Seller the following assets of the Business (collectively, the Acquired Assets):

               (a) All inventories of finished goods, in-process inventory, raw materials (including raw materials in transit and owned by Seller), unfilled contracts for the purchase or sale of such inventories and supplies (collectively, the Inventory);

               (b) All tangible property of every kind and description that is used in the operation of the Business, including without limitation, all machinery, equipment, furniture, fixtures, vehicles, tools, maintenance equipment, improvements, and any replacements thereof acquired prior to the Closing Date (collectively, Tangible Personal Property); provided, however, that, with respect to any item of Tangible Personal Property owned by a third party, possession of such item will be transferred to Purchaser if and only to the extent that Purchaser assumes the contract between Seller and such third party pursuant to Section 1.1(g) or, if no written contract exists, the obligations of Seller with respect to such items;

               (c) The formulations specifically described on Schedule 1.1(c) (i.e., list of ingredients, with quantities of each), and the recipes related thereto (i.e., instructions for preparation), in each case, subject to the ownership or other rights, including confidentiality, of each applicable customer;

               (d) The intellectual property (including patents, copyrights, designs, blueprints, engineering data, software, trademarks, service marks and trade names) specifically listed on Schedule 1.1(d), together with any and all intangibles associated therewith (collectively, Intellectual Property);

               (e) All customer lists and files, sales brochures, data bases, books and records, correspondence and production records, telephone and telecopy numbers, specifications, service records, plans and designs, engineering drawings, testing records, operating guides and similar documents and records;

               (f) All warranties and guaranties by, and rights, choses in action and claims, known or unknown, matured or unmatured, accrued or contingent against, third parties relating to the Acquired Assets;

               (g) Other than the contracts, agreements and commitments set forth on Schedule 1.2(h), which Purchaser shall not assume, all of Sellers right, title and interest in and to all contracts, agreements and commitments set forth on Schedule 1.1(g) (provided, however, that the contracts, agreements and commitments set forth on Schedule 1.1(g) and/or the assets to which they relate shall in fact exist and relate to the operation of the Business), as well as the contracts, agreements and commitments not listed on Schedule 1.1(g), but nevertheless primarily relate to the Business to which Seller is a party at the Closing Date or by which any of the Acquired Assets is then bound, plus such portions of Divisible Contracts that are being transferred to Buyer pursuant to the terms hereof (all of the foregoing to be assigned to Purchaser pursuant hereto (subject to Section 5.7) are hereinafter referred to collectively as the Assumed Contracts and individually as an Assumed Contract);