Department & Discount

PURCHASE AGREEMENT

This Purchase Agreement (the Agreement) is made as of July 3, 2003, between Apio, Inc., a Delaware corporation (Seller), Apio Fresh, LLC, a California limited liability company (Buyer) and the growers listed on Exhibit A attached hereto (the Growers).

RECITALS

A.            Seller is in the business of, among other things, operating a sales and marketing organization to sell commodity produce and iceless, field or cooler packed, whole broccoli and iceless green onions to retail organizations, excluding Wal-Mart, in the United States of America, Mexico and Canada (the Business).

B.            Buyer desires to acquire certain assets related to the Business from Seller and to engage in the other transactions described herein, on the terms and the subject to the conditions set forth herein.

AGREEMENT

In consideration of the mutual agreements, representations, warranties and covenants set forth below, Buyer and Seller agree as follows:

1.             Definitions.  As used in this Agreement, the following terms shall have the following meanings:

(a)           Adjustment shall have the meaning ascribed to it in Section 3(g).

(b)           Affiliate shall mean any present or future Person that Controls, is Controlled by or is under the Control of the same Person(s) as the party, but only for so long as such Control continues.

(c)           Agreement shall mean this Purchase Agreement.

(d)           Apio Executive shall have the meaning ascribed to it in Section 11(e).

(e)           Arbitrator shall have the meaning ascribed to it in Section 14(n)

(f)            Assumed Liabilities shall have the meaning ascribed to it in Section 2(c).

(g)           Balloon Payment shall have the meaning ascribed to it in Section 4(a).

(h)           Basket Amount shall have the meaning ascribed to it in Section 13(d).

(i)            Business shall have the meaning ascribed to it in Recital A.

(j)            Buyer shall have the meaning ascribed to it in the Introduction.

(k)           Carton Note shall have the meaning ascribed to it in Section 4(a).

(l)            Carton Supply shall have the meaning ascribed to it in Section 4(a).

(m)          Change of Control shall mean (i) a sale of all or substantially all of the assets of Apio or (ii) any merger, consolidation or other business combination transaction of Apio with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of Apio outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of Apio (or the surviving entity) outstanding immediately after such transaction, or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of Apio.

(n)           Closing Date shall mean the date of this Agreement, July 3, 2003.

(o)           Consultants shall have the meaning ascribed to it in Section 8(a).

(p)           Consulting Fee shall have the meaning ascribed to it in Section 8(b).

(q)           Consulting Period shall have the meaning ascribed to it in Section 8(a).

(r)            Consulting Services shall have the meaning ascribed to it in Section 8(a).

(s)           Contracts shall have the meaning ascribed to it in Section 2(a).

(t)            Control means the possession, directly or indirectly, of more than fifty percent (50%) of the issued share capital or other issued stock or securities of, or the voting power of any Person.

(u)           Credit Amounts shall have the meaning ascribed to it in Section 2(b).

(v)           Cure Period shall have the meaning ascribed to it in Section 14(m).

(w)          Damages shall have the meaning ascribed to it in Section 13(b).

(x)            Disclosing Party shall have the meaning ascribed to it in Section 14(l).

(y)           Domestic Veg Assets shall have the meaning ascribed to it in Section 2(a).

(z)            DV Note shall have the meaning ascribed to it in Section 2(d).

(aa)         Effective Date shall mean 12:01 a.m. on June 30, 2003.

(bb)         GAAP shall mean generally accepted accounting principles of the United States as set forth by the Financial Accounting Standards Board.

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (Agreement) is dated July 26, 2002, by and among RBSACQ, Inc., a Delaware corporation (Buyer); Sassy, Inc., an Illinois corporation (Seller); Robert Kaplan, a resident of Wyoming (Kaplan); Fritz Hirsch, a resident of Illinois (Hirsch); Steve Rotblatt, a resident of Illinois (Rotblatt); and Homer Douglas, a resident of Michigan (Douglas) (Kaplan, Hirsch, Rotblatt and Douglas are referred to herein as Shareholders).

RECITALS

Shareholders own one hundred percent of the issued and outstanding shares of capital stock of Seller.  Seller desires to sell, and Buyer desires to purchase, the Assets of Seller for the consideration and on the terms and conditions set forth in this Agreement.

The parties, intending to be legally bound, agree as follows:

1.                                      DEFINITIONS AND USAGE

1.1. Definitions.  For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:

Accounts Receivable (a) all trade accounts receivable and other rights to payment from customers of Seller and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Seller, (b) all other accounts or notes receivable of Seller and the full benefit of all security for such accounts or notes and (c) any claim, remedy or other right related to any of the foregoing.

Active Employees as defined in Section 10.1(a).

Adjustment Amount as defined in Section 2.8.

Appurtenances all privileges, rights, easements, hereditaments and appurtenances belonging to or for the benefit of the Land, including all easements appurtenant to and for the benefit of any Land (a Dominant Parcel) for, and as the primary means of access between, the Dominant Parcel and a public way, or for any other use upon which lawful use of the Dominant Parcel for the purposes for which it is presently being used is dependent, and all rights existing in and to any streets, alleys, passages and other rights-of-way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath any such streets.

Assets as defined in Section 2.1.

Assignment and Assumption Agreement as defined in Section 2.7(a)(ii).

Assumed Liabilities as defined in Section 2.4(a).

Balance Sheet as defined in Section 3.4.

                         RECEIVABLES PURCHASE AGREEMENT

                            DATED AS OF JUNE 6, 2002

                                      AMONG

                       RPM FUNDING CORPORATION, AS SELLER,

                             RPM, INC., AS SERVICER,

                       JUPITER SECURITIZATION CORPORATION,

     BANK ONE, NA (MAIN OFFICE CHICAGO), INDIVIDUALLY AND AS JUPITER AGENT,

                      BLUE RIDGE ASSET FUNDING CORPORATION,

   WACHOVIA BANK, NATIONAL ASSOCIATION, INDIVIDUALLY AND AS BLUE RIDGE AGENT,

                                     . . .