Sample Business Contracts


Agreement for Purchase and Sale of Assets - Tejas Snacks LP, Kevin Kohl, Tom Bigham and Poore Brothers Inc.

Asset Purchase Forms


                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS

         THIS  AGREEMENT FOR PURCHASE AND SALE OF ASSETS (this  "Agreement")  is
executed this 29th day of October,  1998 (the "Effective  Date"), by and between
TEJAS SNACKS, L.P., a Texas limited partnership ("Seller"); KEVIN KOHL ("Kohl");
TOM BIGHAM ("Bigham");  and POORE BROTHERS, INC., a Delaware corporation ("Poore
Brothers"),  and/or  nominee or  assignee  (collectively  with  Poore  Brothers,
"Buyer").   Kohl  and  Bigham  are  sometimes  referred  to  in  this  Agreement
collectively as the "Principals". Buyer, the Principals and Seller are sometimes
referred to in this Agreement collectively as the "Parties" or individually as a
"Party".

                                    RECITALS:

         A. Seller is engaged in the business of the  manufacture,  distribution
and  sale  of  potato  chips  and  other  snack  foods  including,  but  without
limitation,  "cheese curls" and tortilla chips,  all under the so-called  "Bob's
Texas Style Potato  Chips" (and similar  names herein  described)  tradename and
trade dress, primarily within the State of Texas (the "Business").

         B. On or about March 25, 1997, Seller acquired certain of the assets of
Bob's Texas Style Potato Chips,  Inc., a Texas  corporation  ("Bob's") and Tejas
Style   Distributing,   Inc.,  a  Texas   corporation   ("Tejas   Distributing",
collectively,  with  Robert  Rod  ("Rod")  and Tejas  Distributing,  the  "Prior
Owners")  pursuant to that certain  Agreement for Sale of all Assets  ("Original
Sale  Agreement"),  undated,  by and among the Prior  Owners,  on one hand,  and
Seller,  on the other hand. As consideration  for such sale, among other things,
those parties executed, delivered and consummated the following:

                  (1)      That certain  Promissory  Note,  dated March 25, 1997
                           (the "Prior Owners' Note"), in the original principal
                           amount of $230,000.00; and

                  (2)      Consulting    arrangement   and   other   obligations
                           (collectively,  "Commission  Claim") described in and
                           secured by that  certain  Security  Agreement,  dated
                           March, 1997 (the "Security Agreement").

         C.  Pursuant to that  certain  Agreement  to Exchange  Claims  ("Claims
Agreement")  dated  June 24,  1998 by and  among the Prior  Owners,  Seller  and
D.T.M.E.S., Inc., a Texas corporation ("D.T.M.E.S."), the Prior Owners agreed to
either transfer and assign to Seller or its nominee, or discharge, waive, remise
and render  null and void,  at the option of  Seller,  all of the Prior  Owners'
claims against Seller of any kind, type or nature (collectively,  "Prior Owners'
Claims") including,  without  limitation,  the Note and the Commission Claim, in
exchange for certain  consideration to be delivered to Bob's, Tejas Distributing
and/or Rod, as more fully set forth in the Claims Agreement.

         D. Seller  desires to sell to Buyer and Buyer  desires to purchase from
Seller, on the terms and subject to the conditions of this Agreement, all of the
assets and properties of Seller of any kind, type or nature,  with the exception
only of those  assets  and  properties  described  in  Exhibit A (the  "Excluded
Assets").

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                                   AGREEMENTS:

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants,  conditions and agreements contained in this Agreement, and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
         1.  Purchase  and Sale.  Subject  to the terms and  conditions  of this
Agreement and with the exception of the Excluded Assets,  Seller agrees to sell,
convey, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from
Seller on the Closing Date (as defined below),  all of the assets and properties
of  Seller  of  every  kind,   character  and  description,   whether  tangible,
intangible,  personal or mixed, and wherever located,  all of which are referred
to  collectively  in this Agreement as the "Assets".  The Assets to be conveyed,
transferred, assigned and delivered as provided by this Agreement shall include,
without limitation, the following:

                  1.1 Inventory. All raw materials, work in process and finished
goods produced or used in the Business, wherever located ("Inventory");

                  1.2  Personal  Property.  All  equipment,   tools,  machinery,
supplies,  materials and other tangible  personal property used in any manner in
connection with the Business, wherever located ("Personal Property"), including,
without  limitation,  the Personal  Property  described in Exhibit C attached to
this Agreement;

                  1.3  Contractual  Rights.  Any and all  rights  in any  manner
related to the ownership or use of the Assets or to the ownership,  operation or
conduct of the Business,  rights in or claims under leases,  permits,  licenses,
purchase and sales orders,  covenants not to compete,  stock,  stock rights, and
all other contracts of any nature whatsoever ("Contractual Rights"),  including,
without  limitation,  the Contractual  Rights described in Exhibit D attached to
this  Agreement,  but excluding all accounts  receivable as of the Closing Date;
and

                  1.4 Intellectual  Property. All of the following in any manner
related to the  ownership,  possession or use of the Assets or to the ownership,
operation  or  conduct of the  Business  ("Intellectual  Property"),  including,
without limitation, the Intellectual Property described in Exhibit E attached to
this Agreement and set forth immediately below;

                           (A) To the  extent  Seller has  rights  therein,  all
trade names, including but not limited to "Tejas Snacks",  "Tejas Distributing",
"Tejas  Merchandising",  "Bob's Texas Style Potato  Chips",  "Texas Style Potato
Chips",  "Texas Style",  "Longhorn Style",  "Colorado Style" and all trade dress
(collectively, the "Trademarks"); and

                           (B) All know-how,  confidential business information,
processes,  drawings, formulae, customer lists, supplier and distribution lists,
price lists, customer files, computer programs,  technical and engineering data,
trade information and marketing materials (collectively,  the "Other Proprietary
Rights").

         2. No Assumed Liabilities.  This Agreement  specifically  excludes, and
Buyer does not under any  circumstances  agree to  assume,  any  liabilities  of
Seller. All obligations accruing to and existing on the Closing Date (as defined
below) are and shall remain the sole obligation and responsibility of Seller.

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         3. Purchase Price.

                  3.1 Payment of the Purchase Price.  The Purchase Price (herein
so called) shall be One Million Six Hundred  Thirty  Thousand and No/100 Dollars
($1,630,000.00), subject to adjustment and payable as set forth below:

                           3.1.1 Deposit. The total sum of Seventy Five Thousand
and No/100 Dollars  ($75,000.00)  (the "Deposit")  shall be paid by check,  wire
transfer or other form of funds as follows:

                                    (1) Two Deposits of Twenty Five Thousand and
No/100  Dollars  ($25,000.00),  each were  deposited  by Buyer with Seller on or
about September 16, 1998 and on or about September 25, 1998. Seller acknowledges
that the same were or will be applied to the  payment  of any  accounts  payable
(collectively  "Payables")  of Seller in such  order and with such  priority  as
Seller and Buyer may reasonably determine. If the Closing fails to occur for any
reason other than Buyer's breach hereof,  the Deposit shall be returned to Buyer
in the method provided in the Production Agreement (as herein defined); and

                                    (2) On or before  October  15,  1998,  Buyer
shall deposit with Seller an additional  Twenty Five Thousand and No/100 Dollars
($25,000.00)  and, if so deposited,  such sum shall be applied at Closing to the
payment of any Payables of Seller in such order and with  priority as Seller and
Buyer may  reasonably  determine.  If the Closing  fails to occur for any reason
other than Buyer's breach hereof,  the Deposit shall be returned to Buyer in the
method provided in the Production Agreement;

                           3.1.2 SBA Loan.  The sum of Five Hundred  Eighty Five
Thousand and No/100  Dollars  ($585,000.00),  subject to adjustment as set forth
below, shall be paid by Buyer repaying,  or causing to be repaid, on the Closing
Date (as defined  below) the existing SBA Loan (herein so called) to Seller with
a  principal  balance in the  approximate  amount of Five  Hundred  Eighty  Five
Thousand  and No/100  Dollars  ($585,000.00);  the SBA Loan is evidenced by that
certain promissory note dated March 7, 1997, in the original principal amount of
Six Hundred Thousand and No/100 Dollars ($600,000.00);

                           3.1.3 Claim Agreement  Obligations.  The sum of Three
Hundred Forty Five Thousand and No/100  ($345,000.00)  shall be paid by Buyer on
the Closing Date as follows:

                                    (1)  The  sum  of  Two  Hundred  Forty  Five
Thousand and No/100 Dollars  ($245,000.00)  shall be paid by cash, wire transfer
or other form of immediately  available or same day funds on the Closing Date on
behalf of Seller to the Prior Owners in accordance  with Section 4 of the Claims
Agreement and the instructions of the Prior Owners; and

                                    (2)  The  sum of One  Hundred  Thousand  and
No/100 Dollars ($100,000.00) shall be paid by Buyer issuing to the Prior Owners,
in accordance with Section 4 of the Claims Agreement and the instructions of the
Prior Owners,  unregistered  common stock of Poore  Brothers (the "Prior Owners'
Stock") with a value of One Hundred  Thousand and No/100 Dollars  ($100,000.00);
the value of such Prior  Owners'  Stock  shall be  determined  in the manner set
forth below, as of 5:00 p.m. (MST) on the day immediately  preceding the Closing
Date (the "Computation  Date") and shall be

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delivered to the Prior Owners on the Closing Date,  or as soon  thereafter as is
reasonably practicable, given the requirements of Poore Brothers' transfer agent
and the like.

                           3.1.4 Stock.  The sum of Three Hundred Fifty Thousand
and No/100 Dollars ($350,000.00) shall be paid by Buyer issuing to Seller (or to
such of Seller's  principals as Seller may  reasonably  direct,  so long as such
direct issuance is approved,  in its sole discretion,  by securities counsel for
Buyer and said  distributees  execute such documents and  certificates as may be
required by Buyer or its counsel in connection  therewith) Four Hundred Thousand
(400,000)  shares of  unregistered  common stock of Poore Brothers (the "Stock")
with a stipulated  value of Three  Hundred  Fifty  Thousand  and No/100  Dollars
($350,000.00).  The certificates  representing  said Stock shall be delivered to
Seller on the Closing Date, or as soon thereafter as is reasonably  practicable,
given the requirements of Poore Brothers' transfer agent and the like.

                           Seller  hereby  acknowledges  that the Stock  will be
so-called "restricted" or "144" stock, and that the same will not be tradable or
transferable  except in accordance with Securities and Exchange  Commission Rule
144 in effect from time to time.  The Stock will be so  legended  in  accordance
with the legend set forth in Schedule 3.1.4 attached.

                           3.1.5 Balance of the Purchase  Price.  The sum of Two
Hundred  Seventy Five Thousand and No/100 Dollars  ($275,000.00),  calculated by
applying all Deposits  theretofore made by Buyer, shall be paid in cash by Buyer
at Closing  and shall be applied  by Seller to  Payables  in such order and with
such priority as Seller and Buyer may reasonably determine.

                  3.2 Deposit.  Any Deposits made hereunder shall be utilized by
Seller to pay Payables  and, at the request of Buyer,  Seller  shall  provide to
Buyer reasonable  evidence of the utilization of such monies.  Deposits shall be
utilized and credited in  accordance  with the terms of this  Agreement,  but if
this Agreement fails to close through failure of a condition precedent, Deposits
shall be subject to recoupment by Buyer under the Production Agreement.

                  3.3 Adjustment of the Purchase Price .

                           3.3.1  SBA Loan  Adjustment.  The  Purchase  Price is
based on the assumption that the unpaid principal balance and accrued but unpaid
interest and penalties (if any) and all other sums owed under the SBA Loan as of
the Closing Date  (collectively,  the "SBA Loan  Balance")  is, or will be, Five
Hundred Eighty Five Thousand and No/100 Dollars ($585,000.00).  In the event the
actual SBA Loan  Balance on the Closing  Date is less or more than such  amount,
then the cash payable by Buyer at Closing  pursuant to Section 3.1.5 above shall
be adjusted upward or downward by a like amount, but no adjustment shall be made
to the Purchase Price. Seller shall keep the SBA Loan in good standing, with all
required payments timely made, until the Closing.

                  3.4 Allocation of the Purchase  Price.  Buyer and Seller agree
to cooperate in connection  with the preparation of Form 8594 attached hereto as
Exhibit F, and agree to report the  allocation  of the Purchase  Price among the
four  classes  of assets  (described  in  I.R.C.  ss.  1060 and the  regulations
thereunder)  as follows,  such figures being  subject to pro rata  adjustment at
Closing  if the cash  portion  of the  Purchase  Price is  adjusted  because  of
variations in the balance of the SBA Loan:

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                        Class I:           $        0.00
                        Class II:          $        0.00
                        Class III:         $  100,000.00
                        Class IV:          $1,530,000.00

                  3.5 Payment of Taxes and Other  Charges.  Seller shall pay any
transaction  privilege  tax,  use tax,  excise tax or other  transfer fee or tax
which may be  imposed  by any  governmental  agency  with  respect  to the sale,
transfer, conveyance and assignment of the Assets pursuant to this Agreement.

         4.  Employment  Agreement.  Subject to the terms and conditions of this
Agreement,  at the Closing,  Buyer, on the one hand, and Kohl and Bigham, on the
other, shall execute and deliver to each other two (2) original  counterparts of
Employment Agreements (herein so called), each of which shall be dated as of the
Closing  Date and in form and  content  identical  to Exhibit  G-1 and G-2.  The
Employment  Agreement shall provide for each  Principal's  employment with Buyer
for an initial one (1) year term  commencing  on the Closing  Date,  at a annual
salary of Eighty Thousand and No/100 Dollars ($80,000.00).

         5.  Conditions  to Obligation  of Buyer to Perform.  The  obligation of
Buyer to purchase the Assets at the Closing is subject to the  satisfaction,  on
or before the Closing Date, of all of the following conditions precedent, any or
all of which may be waived by Buyer by delivery to Seller of a written notice of
such waiver:

                  5.1  Representations  and Warranties True on the Closing Date.
The representations and warranties of Seller contained in this Agreement, in the
Exhibits or in any certificate,  document or statement delivered pursuant to the
provisions of this Agreement  shall be true and correct on and as of the Closing
Date as though such  representations  and warranties  were made on and as of the
Closing Date.

                  5.2  Compliance  with  Agreement.   Seller  and  each  of  the
Principals  shall have  performed and complied with all  agreements,  covenants,
conditions  and  obligations  required  by this  Agreement  to be  performed  or
complied with by Seller and/or any one (1) or more of the Principals prior to or
on the Closing Date.

                  5.3 Opinion of Seller's Counsel.  Buyer shall have received an
opinion  of  counsel  for  Seller,  addressed  to Buyer  and  Buyer's  lender(s)
("Lender"),  in form and  substance  reasonably  satisfactory  to Buyer  and its
counsel to the effect that:

                           (A)  Seller  is a  Texas  limited  partnership,  duly
organized  and validly  existing  and has the  requisite  partnership  power and
partnership  authority:  (a) to own,  lease and operate its  properties;  (b) to
carry on the  Business  in the  places  where  and in the  manner in which it is
presently being conducted;  and (c) to consummate the transactions  contemplated
by, and to perform its  obligations  under,  this  Agreement.  The execution and
delivery of this Agreement,  the consummation of the  transactions  contemplated
by, and the performance of the obligations  under, this Agreement have been duly
authorized by the partners of Seller and no other partnership proceedings on the
part of Seller are necessary in connection therewith.

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                           (B)  Although  acknowledging  that Texas law does not
apply  to  this  Agreement  or to any of the  documents  described  herein,  but
assuming,  without  justifying  said  assumption,  that Texas law governed  this
Agreement and said other documents,  this Agreement would  constitute,  and each
other agreement or instrument to be executed and delivered by Seller pursuant to
the  terms of this  Agreement  would  constitute,  a legal,  valid  and  binding
obligation  of  Seller,  enforceable  against  Seller in  accordance  with their
respective  terms,  and when the  Assignment  Documents  (as defined  below) are
executed,  delivered and/or recorded and/or filed, as appropriate,  title to the
Assets will be vested in Buyer, to such counsel's knowledge and based upon a UCC
search provided by Buyer, free and clear of all liens and encumbrances except as
are set forth in said opinion.

                           (C)  Neither  the  execution  and  delivery  of  this
Agreement by Seller nor the  consummation of the  transactions  contemplated by,
nor the  performance of Seller's  obligations  under,  this Agreement  will: (a)
violate any provisions of the Partnership  Agreement of Seller;  (b) violate any
statute, code, ordinance, rule or regulation of the State of Texas applicable to
Seller,  the Assets or the operation  and conduct of the  Business;  (c) to said
counsel's knowledge,  violate any judgment,  order, writ, decree,  injunction or
award of any court, arbitrator,  mediator,  government or governmental agency or
instrumentality  to which Seller is a party or by which Seller or the Assets are
bound;  (d)  to  said  counsel's  knowledge,  violate,  breach,  conflict  with,
constitute a default  under,  result in the  termination  of or  accelerate  the
performance required by, any of the terms, conditions or provisions of any note,
bond, mortgage,  indenture,  deed of trust, license,  lease,  agreement or other
instrument  or  obligation  to which Seller is a party or by which Seller or the
Assets are bound; or (e) result in the creation of any lien,  security interest,
charge or other encumbrance upon any of the Assets.

                           (D) To said counsel's knowledge,  there is no pending
or threatened  litigation or other legal proceeding  against Seller or affecting
the Assets or the  operation  or  conduct of the  Business  or  challenging  the
validity or propriety  of or seeking to enjoin or to set aside the  transactions
contemplated by this Agreement.

                           (E) No  consent,  approval,  authorization  or  other
action by, or filing with, any federal,  state or local  governmental  agency or
instrumentality  is required in  connection  with the  execution and delivery by
Seller  of this  Agreement,  the  consummation  by  Seller  of the  transactions
contemplated  by,  or  the  performance  of  Seller's  obligations  under,  this
Agreement.

                  5.4 Approval of  Documentation.  The form and substance of all
certificates, instruments, opinions and other documents delivered to Buyer under
this  Agreement  and required to carry out this  Agreement,  shall be reasonably
approved by counsel for Buyer.

                  5.5 Third  Party  Consents;  SBA and Rod  Performances.  Buyer
shall have received evidence that all consents,  waivers, permits, approvals and
authorizations  which are  required  by the  transactions  contemplated  by this
Agreement  and have been made  and/or  obtained,  if any.  The SBA shall be in a
position  to accept  prepayment  of the SBA Loan as set forth in  Section  3.1.2
above,  and all parties to the Claims  Agreement  shall be in a position to, and
shall, close the transactions contemplated thereby.

                  5.6 Transfer of Licenses;  Assignment  of  Warranties.  Seller
shall have  transferred  or assigned to Buyer on or before the Closing Date: (a)
all licenses,  permits,  franchises,  certificates and  authorizations,  if any,
which are  required  or  necessary  to enable  Buyer to operate  and conduct the
Business

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in the manner in which Seller  operates and conducts the  Business;  and (b) any
and all warranties covering or affecting the Personal Property and/or Inventory.

                  5.7 [RESERVED]

                  5.8 Failure of Conditions.  Seller agrees to use  commercially
reasonable  efforts to satisfy the  conditions  set forth in this  Section 5. If
Seller should be unable to satisfy any condition or conditions set forth in this
Section 5, Seller shall notify Buyer,  and Buyer, by written notice to Seller to
be given  prior to the  Closing,  shall  either:  (i) waive  such  condition  or
conditions and proceed to close; or (ii) cancel this Agreement.  If Buyer elects
to cancel this Agreement pursuant to the foregoing provisions of this Section 5,
and the  failure of  condition  is not due to  Seller's  breach  hereunder,  the
provisions of the Production  Agreement dealing with return of the Deposit shall
immediately  become  effective,  Buyer  shall  have  returned  to it  all  other
documents  Buyer either  deposited  with,  or delivered to, Seller and thereupon
this  Agreement  shall be deemed null and void and neither  Party shall have any
further  obligation  or  liability  under this  Agreement,  except as  otherwise
expressly provided in this Agreement. If Buyer's cancellation is due to Seller's
breach  hereunder,  Seller shall  immediately  repay to Buyer all of the Deposit
theretofore  made by Buyer and the balance of the provisions of the  immediately
succeeding  sentence  shall  also be in full  force and  effect  without  Buyer,
however, waiving any rights it may otherwise have at law or in equity on account
of Seller's breach hereunder.

         6.  Conditions to Obligation  of Seller to Perform.  The  obligation of
Seller to sell the Assets at the Closing is subject to the  satisfaction,  on or
before the Closing Date, of all of the following  conditions  precedent,  any or
all of which may be waived by Seller by delivery to Buyer of a written notice of
such waiver:

                  6.1  Representations  and Warranties True on the Closing Date.
The representations and warranties of Buyer contained in this Agreement,  in the
Exhibits or in any certificate,  document or statement delivered pursuant to the
provisions of this Agreement  shall be true and correct on and as of the Closing
Date as though such  representations  and warranties  were made on and as of the
Closing Date.

                  6.2 Compliance with Agreement.  Buyer shall have performed and
complied with all agreements,  covenants, conditions and obligations required by
this  Agreement  to be  performed  or complied  with by Buyer prior to or on the
Closing Date.

                  6.3 Opinion of Buyer's Counsel.  Seller shall have received an
opinion  of counsel  for  Buyer,  addressed  to  Seller,  in form and  substance
reasonably satisfactory to Seller and its counsel to the effect that:

                           (A) Buyer is an Arizona corporation,  duly organized,
validly  existing,  in good standing and has the requisite  corporate  power and
corporate  authority to  consummate  the  transactions  contemplated  by, and to
perform its obligations  under,  this  Agreement.  The execution and delivery of
this Agreement,  the consummation of the  transactions  contemplated by, and the
performance of the obligations  under,  this Agreement have been duly authorized
by requisite corporate action on the part of Buyer.

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                           (B)  This  Agreement  constitutes,   and  each  other
agreement or instrument  to be executed and  delivered by Buyer  pursuant to the
terms of this Agreement  constitutes,  a legal,  valid and binding obligation of
Buyer, enforceable against Buyer in accordance with their respective terms.

                           (C)  Neither  the  execution  and  delivery  of  this
Agreement by Buyer nor the consummation of the transactions contemplated by, nor
the performance of Buyer's  obligations  under, this Agreement will: (a) violate
any  provisions  of the  Articles or Bylaws of Buyer;  (b) violate any  statute,
code, ordinance, rule or regulation of the State of Arizona applicable to Buyer;
(c) to said counsel's  knowledge,  violate any judgment,  order,  writ,  decree,
injunction  or  award  of  any  court,  arbitrator,   mediator,   government  or
governmental  agency or  instrumentality  to which  Buyer is a party or by which
Buyer is bound; and (d) to said counsel's knowledge,  violate,  breach, conflict
with, constitute a default under, result in the termination of or accelerate the
performance required by, any of the terms, conditions or provisions of any note,
bond, mortgage,  indenture,  deed of trust, license,  lease,  agreement or other
instrument or obligation to which Buyer is a party or by which Buyer is bound.

                           (D) To said counsel's knowledge,  there is no pending
or threatened  litigation or other legal  proceeding  against Buyer or affecting
the Assets or the  operation  or  conduct of the  Business  or  challenging  the
validity or propriety  of or seeking to enjoin or to set aside the  transactions
contemplated  by this Agreement,  except as set forth in Poore Brothers'  public
filings, reports and/or announcements and in so-called "audit letters" from such
counsel to auditors of Poore Brothers,  the content of which letters need not be
disclosed to Seller.

                           (E) No  consent,  approval,  authorization  or  other
action by, or filing with, any federal,  state or local  governmental  agency or
instrumentality  is required in  connection  with the  execution and delivery by
Buyer  of  this  Agreement,  the  consummation  by  Buyer  of  the  transactions
contemplated  by,  or  the  performance  of  Buyer's   obligations  under,  this
Agreement;  provided,  however, that counsel need not opine to securities issues
or to issues of Texas law, but only to Arizona law and Delaware corporate law.

                  6.4 Approval of  Documentation.  The form and substance of all
certificates,  instruments,  opinions  and other  documents  delivered to Seller
under  this  Agreement  and  required  to  carry  out this  Agreement,  shall be
reasonably approved by counsel for Seller.

                  6.5 Failure of Condition. Buyer agrees to use its best efforts
to satisfy the conditions set forth in this Section 6. If Buyer should be unable
to satisfy any condition or conditions  set forth in this Section 6, Buyer shall
notify  Seller,  and Seller,  by written  notice  Buyer to be given prior to the
Closing,  shall either:  (i) waive such  condition or conditions  and proceed to
close; or (ii) cancel this Agreement.  If Seller elects to cancel this Agreement
pursuant to the foregoing  provisions  of this Section 6, the  provisions of the
Production Agreement shall immediately become effective and the Deposit shall be
returned to Buyer pursuant to the performance of the Production  Agreement,  and
thereupon this  Agreement  shall be deemed null and void and neither Party shall
have any  further  obligation  or  liability  under  this  Agreement,  except as
otherwise expressly provided in this Agreement.

         7.  Representations  and  Warranties of Seller.  Seller  represents and
warrants to Buyer that,  as of the date of this  Agreement and as of the Closing
Date:

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                  7.1   Organization   and   Standing.   Seller   is  a  limited
partnership,  duly organized and validly existing under the laws of the State of
Texas.  Seller has the requisite  partnership  power and authority to own, lease
and operate its properties  and is duly  authorized and licensed to carry on the
Business  in the  places  where  and in the  manner  in which  the  Business  is
presently  being  conducted.  Attached  hereto as Schedule  7.1 is a list of the
names and addresses of each person who, directly or indirectly,  is a beneficial
owner of a general partnership  interest,  limited partnership interest or other
equity interest in Seller,  along with a description of such person's beneficial
interest.

                  7.2 Capacity. Seller has full partnership power and Seller has
full legal  capacity and  authority to execute and deliver  this  Agreement,  to
consummate the  transactions  contemplated  by, and to perform their  respective
obligations   under  this   Agreement.   The  execution  and  delivery  of,  the
consummation  of the  transactions  contemplated  by,  and  the  performance  of
Seller's  obligations  under,  this Agreement  have been duly  authorized by the
partners of Seller and no other  partnership  proceedings  on the part of Seller
are necessary in connection  therewith.  This  Agreement  constitutes,  and each
other  agreement or  instrument  to be executed and  delivered by Seller and the
Principals shall constitute,  the valid and binding obligation of Seller and the
Principals,  enforceable  against Seller and the  Principals,  respectively,  in
accordance with their respective terms.

                  7.3  Authority.  Neither the  execution  and  delivery of this
Agreement  by  Seller,  the  consummation  by Seller and the  Principals  of the
transactions contemplated by, nor the performance of Seller's obligations under,
this Agreement will: (a) violate any provisions of the Partnership  Agreement of
Seller;  (b) violate any statute,  code,  ordinance,  rule or  regulation of any
jurisdiction  applicable  to Seller or the Assets;  (c)  violate  any  judgment,
order, writ,  decree,  injunction or award of any court,  arbitrator,  mediator,
government  or  governmental  agency or  instrumentality,  which is binding upon
Seller or which would have an adverse  effect on the Assets or the operation and
conduct of the Business;  or (d) violate,  breach,  conflict with,  constitute a
default under (whether with or without notice or lapse of time, or both), result
in termination of or accelerate  the  performance  required by any of the terms,
conditions or provisions of any note, bond, mortgage,  indenture, deed of trust,
license,  lease,  agreement or other  instrument  or  obligation to which Seller
and/or one (1) or more of the  Principals is a party or by which one (1) or more
of them, the Assets or the Business is bound.

                  7.4 Consents.  No consent,  approval,  filing or  registration
with or by any  governmental  agency or  instrumentality  or any other person or
entity is necessary in  connection  with the execution and delivery by Seller of
this  Agreement,   the   consummation  by  Seller  and  the  Principals  of  the
transactions  contemplated by, or the performance of Seller's obligations under,
this Agreement.

                  7.5 Absence of Defaults. Except for certain Payables of Seller
which are past due (all of Seller's  Payables  being set forth on  Schedule  7.5
hereto),  Seller is not in default  under,  or in violation of, any provision of
its Partnership Agreement or under any indenture,  mortgage, deed of trust, loan
agreement or similar debt instrument,  or any other agreement to which Seller is
a party  or by which  Seller  is bound  or to  which  any of its  properties  is
subject, nor does there exist any fact,  circumstance or event that has occurred
which,  upon notice,  lapse of time or both,  would constitute such a default or
violation.  Neither Seller nor the Assets are in violation of any statute, rule,
regulation or order of any court or Federal,  state or local governmental agency
or instrumentality  having jurisdiction over Seller, any of the Assets or any of
Seller's properties.

                                       12
<PAGE>
                  7.6  Financial  Statements.   Within  ten  (10)  days  of  the
Effective Date, Seller shall deliver to Buyer: (a) statements of Seller's income
and expenses for the twelve (12) months ended December 31, 1997, and the balance
sheets of Seller as of such date,  prepared by Seller; (b) unaudited  statements
of Seller's income and expenses for the six (6) month period ended June 30, 1998
and the balance  sheet of Seller as of such date;  (c)  unaudited  statements of
income and expenses for the monthly  periods  ended July 31, 1998 and August 31,
1998, each of items (b) and (c)  immediately  preceding being certified as being
accurate and  complete by the Chief  Financial  Officer of Seller  (collectively
referred  to as  "Financial  Statements");  and (d) Seller  shall give access to
Buyer or Buyer's  representatives to all other financial  information related to
Seller. The Financial Statements do not contain any untrue statement of material
fact or omit to state any  material  fact  necessary to make the  statements  or
information in them not misleading.  The Financial Statements have been prepared
in accordance with generally accepted accounting principles applied consistently
by Seller  throughout  the periods  indicated  and present  fairly the financial
position and results of operations of Seller as of the dates and for the periods
represented.  Seller is solvent from a balance sheet  standpoint  and,  assuming
Closing and  application  of the Purchase  Price in the manner set forth herein,
will  not  be  rendered  insolvent  by  the  consummation  of  the  transactions
contemplated by this Agreement.

                  7.7 Liabilities, Labor Issues, etc. Except as set forth in the
Financial  Statements,  Seller has no material liabilities or obligations of any
kind,  type or nature,  contingent  or fixed,  or accrued or to accrue.  Without
limiting  the  foregoing,  Seller  is not a party to any  collective  bargaining
agreement,  profit sharing or pension agreement or plan or any other item which,
under any  circumstances,  could  bind  either  Buyer,  any of the Assets or the
Business  after the  Closing.  Seller has  enjoyed and  continues  to enjoy good
relations  with its labor  force and  Seller  will  cooperate  with Buyer in all
reasonable manners to endeavor to cause such of Seller's existing employees,  as
Buyer may request,  to continue their  employment  with Buyer after the Closing.
Except as set forth on Schedule 7.7,  Seller is not indebted or obligated to any
of its officers, directors or employees in any manner.

                  7.8  Capital  Structure.   The  capital  structure  of  Seller
consists solely of a one percent (1%)  partnership  interest held by its general
partner and a ninety nine percent (99%) partnership interest held by its limited
partners, all of which are held as set forth in the Financial Statements. All of
such units  have been  validly  issued  and are fully  paid and  non-assessable.
Seller has granted no other equity interests,  options, rights or other items of
any kind, type or nature convertible into units to any other person or entity.

                  7.9 Absence of Specified Changes.  From August 31, 1998, there
has not been any:

                           (A)  Transaction  by Seller  except  in the  ordinary
course of business;

                           (B)  Material  adverse  change  in  the  Assets,  the
financial condition, liabilities, business, operations or prospects of Seller;

                           (C)  Destruction,  damage  to or  loss  of any of the
Assets  (whether or not covered by  insurance)  that  materially  and  adversely
affects the financial condition,  business, operations or prospects of Seller or
the Business;

                                       13
<PAGE>
                           (D) Loss of  employees,  suppliers  or  customers  or
other event or condition of any character materially and adversely affecting the
Assets  or the  financial  condition,  business  or  prospects  of Seller or the
Business,  except for the Resignation (herein so called) of Mark Peeks ("Peeks")
during  September,  1998,  relating to which,  or to his employment with Seller,
Peeks has no known claim against Seller;

                           (E)  Change  in   accounting   methods  or  practices
(including,  without  limitation,  any change in  depreciation  or  amortization
policies or rates) by Seller;

                           (F) Except for ordinary and normal depreciation taken
in accordance  with generally  accepted  accounting  principals,  revaluation by
Seller of any of the Assets;

                           (G) Except as set forth on Schedule 7.9,  increase in
the salary or other compensation payable, or to become payable, by Seller to any
of its officers, directors or employees, or any declaration, payment, commitment
or  obligation  of any  kind  for the  payment  by  Seller  of a bonus  or other
additional salary or compensation to any such person;

                           (H)  Acquisition or disposition of any of the Assets,
except in the ordinary course of business;

                           (I)  Amendment  or   termination   of  any  contract,
agreement or license to which Seller is a party,  except in the ordinary  course
of business;

                           (J)  Loan by  Seller  to any  person  or  entity,  or
guaranty by Seller of any loan or any other obligation or liability of any kind,
type or nature of any third party;

                           (K)  Mortgage,  pledge,  security  interest,  lien or
other encumbrance of any of the Assets;

                           (L)  Waiver  or  release  of any  right  or  claim of
Seller, except in the ordinary course of business;

                           (M) Other event or  condition of any  character  that
has or might have a  materially  adverse  effect on the Assets or the  financial
condition, business or prospects of Seller or the Business;

                           (N)   Incurrence   of  any  liability  or  obligation
(whether  absolute,  accrued or  contingent)  affecting  Seller or the Business,
except in the ordinary course of business which,  from August 31, 1998,  through
Closing, shall not exceed, in the aggregate, $25,000.00, or as to any individual
liability or obligation, $25,000.00;

                           (O)  Distribution on account of any class of stock or
other equity security, including without limitation, any dividend or redemption;
or

                           (P)  Agreement  by  Seller  to do any  of the  things
described in the preceding Subsections A. through O., inclusive.

                                       14
<PAGE>
                  7.10  Litigation  and Claims.  Except as set forth on Schedule
7.10  attached,  Seller  is not a party  to any,  and  there  is no  pending  or
threatened, suit, action, arbitration, legal, administrative or other proceeding
or  governmental  investigation  against  Seller or  affecting  the Assets,  the
operation  and conduct of the  Business or its  prospects,  or  challenging  the
validity or propriety of, or seeking to enjoin or to set aside the  transactions
contemplated by, this Agreement. To the best of Seller's knowledge,  there is no
basis  for the  assertion  of any  proceeding,  claim,  action  or  governmental
investigation. Seller is not a party to any judgment or decree, nor is Seller in
default with respect to any order,  writ,  injunction  or decree of any Federal,
state, local or foreign court, department, agency or instrumentality which will,
or is likely to, affect the Assets, Seller's title to the Assets, the ability of
Seller to perform  its  obligations  under this  Agreement  or the  Business  or
prospects of Seller.

                  7.11 Compliance with Laws. To the best of Seller's  knowledge,
Seller is in  compliance  with,  and is not in  default  under,  any  applicable
federal,  state  and  local  statutes,  regulations,  ordinances,  zoning  laws,
engineering standards,  safety standards,  environmental standards and any other
applicable law  (collectively,  "Laws") in connection with the ownership and use
of the Assets or the conduct and  operation  of the  Business.  Seller holds all
required  franchises,   permits,   licenses,   certificates  and  authorizations
(collectively,  "Permits")  necessary  or  appropriate  in  connection  with the
ownership  and use of the Assets and the conduct and  operation  of the Business
and all of said items are current and valid as of the Effective Date.

                  7.12  Inventory.  The portion of the  Inventory  consisting of
food items ("Food  Inventory")  now,  and on the Closing Date will,  consists of
items of a quality  usable and saleable in the usual and ordinary  course of the
Business  and does not and will not include  obsolete or damaged  items.  Unless
otherwise  requested by Buyer,  all Inventory  will be  transferred  to Buyer at
Closing.

                  7.13  Personal  Property.   All  items  of  Personal  Property
described  in Exhibit C are in the  possession  of Seller and Seller has or will
have good and clear  title to same.  Seller will  deliver to Buyer,  immediately
after execution hereof, documentation acceptable to Buyer indicating that Seller
purchased all items of Personal  Property and Intellectual  Property  (described
immediately  below)  from  Prior  Owners;   such  documentation   shall  include
appropriate  and  acceptable   instruments  of  assignment  to  Seller.   Seller
represents and warrants that D.T.M.E.S.  has no claim or any ownership  interest
in or to any  Asset to be  conveyed  or  transferred  hereunder  or, if it does,
Seller shall cause  D.T.M.E.S.  to execute all documents of conveyance set forth
herein  as to any  Asset  in which  D.T.M.E.S.  claims  or may  claim to have an
interest.  If  requested  by Buyer,  Seller  shall cause  D.T.M.E.S.  to execute
appropriate  instruments  of  quit-claim as to all of the Assets at the Closing.
All items of Personal  Property  shall be conveyed  "AS-IS" and  "WHERE-IS"  and
without any representation or warranty to as their physical condition including,
without  limitation,  ANY  WARRANTY  OF  MERCHANTABILITY  OR  OF  FITNESS  FOR A
PARTICULAR  PURPOSE.  The foregoing shall not impair Seller's  warranty of title
thereto.

                  7.14 Intellectual Property.

                           (A) Except for liens to be  extinguished  at Closing,
Seller  owns  and  possesses  all  right,  title  and  interest  in  and  to the
Intellectual  Property,  free and clear of all  liens,  security  interests  and
encumbrances and no claim has been made or threatened by any third party against
Seller  contesting  the  validity,  enforceability,  use  or  ownership  of  the
Intellectual Property;

                                       15
<PAGE>
                           (B) To the best of  Seller's  knowledge,  there is no
infringement  of,  misappropriation  by or  conflict  with any third  party with
respect to the Intellectual Property (a "Third Party Infringement");

                           (C) To the best of Seller's knowledge, Seller has not
infringed,  misappropriated or otherwise engaged in any conduct which conflicted
with any  proprietary  rights of any  third  parties  in or to the  Intellectual
Property,  nor will any  infringement,  misappropriation  or conflict occur as a
result of the continued  operation of the Business as it is presently  conducted
(a "Seller Infringement");

                           (D) Except as set forth in the Production  Agreement,
Seller has not granted to any third party any license,  right or other  interest
in the Intellectual Property; and

                           (E) Seller  believes it has, or will at Closing have,
taken commercially  reasonable actions to protect its rights with respect to the
Intellectual  Property,  and will continue to preserve and protect its rights in
the  Intellectual  Property  prior to the Closing,  all as set forth on Schedule
7.14.  Without limiting the generality of the foregoing,  Seller has, or will at
Closing  have,  registered   (collectively,   "Registration")  the  Intellectual
Property  including,  without  limitation,  the Trademarks  with the federal and
state  authorities,  and all of such Trademarks are believed,  in good faith, by
Seller to be in good  standing and not  infringed,  all as set forth on Schedule
7.14.  At the  Closing,  Seller  shall take all steps and execute all  documents
reasonably  requested or required by Buyer to transfer  all of the  Intellectual
Property to Buyer.

                  7.15 Title to Assets.  Seller has good and marketable title to
the Assets, free and clear of all liens, pledges,  charges,  security interests,
encumbrances,   claims,  conditional  sales  agreements,   licenses,  covenants,
conditions,  restrictions on transfer,  or other restrictions or other rights of
third parties, except as disclosed in Exhibit C. All such liens and encumbrances
disclosed  on Exhibit C shall be  released  on or before the  Closing  Date.  No
partner,  contractor or employee of Seller owns or has any interest, directly or
indirectly, in any of the Assets.

                  7.16  Suppliers  and  Customers.  Exhibit H contains a list of
Seller's  customers  purchasing  more than  $10,000.00  from  Seller in goods or
services  in  the  last  twelve  (12)  months  during  the  twelve-month  period
immediately  preceding  the  Effective  Date.  Except as described in Exhibit H,
Seller has not made and shall not make any commitment to any such customer or to
any employee,  agent or  representative  of such customer to provide any special
discount,  allowance or other  accommodation to the customer.  Except as further
set forth in  Exhibit  H,  Seller  has no  information  and is aware of no facts
indicating that any of the suppliers or customers  listed in Exhibit H intend to
cease doing  business with Seller or to materially  alter the amount of business
that they are presently doing with Seller. Seller shall, post-Closing, cooperate
with Buyer in effecting an orderly  transition of the suppliers and customers to
Buyer and shall take all steps as are  requested  by Buyer  (including,  without
limitation, executing letters of recommendation, transfer and the like) in order
to effect such a transition if the Closing occurs.

                  7.17 Insurance Policies and Coverages.  Exhibit I is a list of
and brief description of all insurance polices  (including policy amounts) which
provide coverage to Seller,  including without  limitation,  product  liability,
general liability, fire insurance policies on or covering the Business and on or
covering each item of Inventory and Personal Property.  To the best knowledge of
Seller,  Seller's  insurance  coverages  are  adequate  for the  conduct  of the
Business.   Seller's  product  and  general  liability

                                       16
<PAGE>
coverages  include both  "premises  and  operations"  coverage and "products and
completed operations" coverage, and such insurance is written on an "occurrence"
form policy.  Seller has not received  notice of  termination  of any policy and
there are no facts or conditions  which,  with notice or lapse of time, or both,
could result in a  termination  of any of the policies.  The insurance  policies
listed in Exhibit I will be continued in full force and effect until the Closing
Date.  There  has been no  rating  termination  or  refusal  to issue  insurance
involving any aspect of the Business, including without limitation, for products
liability in any manner pertaining to the Inventory and/or the items sold by the
Business.

                  7.18  Contractual  Rights.  Exhibit D is a list of all written
contracts to which Seller is a party. No contract, agreement or other obligation
of Seller  shall bind or affect the Assets or Buyer  after the  Closing,  unless
Buyer  specifically  assumes the same pursuant to the terms hereof.  The parties
understand  that  Buyer  does not intend to assume  any  Contracts  with  Seller
post-Closing, except as otherwise set forth herein.

                  7.19  Brokers.  No broker or  finder  has acted for  Seller in
connection with this Agreement or the  transactions  contemplated  hereby and no
broker or finder is entitled to any brokerage commissions, finder's fee or other
compensation based on agreements or arrangements made by Seller.

                  7.20 Full  Disclosure.  The  representations,  warranties  and
statements of Seller in this Agreement,  in any Exhibit or in any certificate or
other document  furnished by Seller to Buyer pursuant to, or in furtherance  of,
this Agreement,  are complete,  current and accurate, do not contain or will not
contain any untrue  statement of material fact, and do not omit or will not omit
to state any material fact  necessary to make each  representation,  warranty or
statement  accurate and not misleading in any material respect.  Certificates or
documents  furnished  by  either  Principal  to Seller  in the  context  of this
transaction  and which relate to Buyer shall be deemed to have been furnished by
Seller for purposes of this Section 7.20. Seller has, and prior to Closing shall
have,  provided to Buyer, in writing,  any information  necessary to ensure that
the  representations,  warranties,  or  statements  made to Buyer are  complete,
current and accurate and are not misleading in any material respect.

                  7.21 Certain Definition. When used in this Section 7, the word
"material" (and grammatical  variants thereof) shall mean and refer to any item,
act, omission or occurrence which,  individually,  or in the aggregate, would or
could lead to a claim against  Seller or the Assets,  or any of them, of greater
than $10,000.00.

         8.  Representations  and  Warranties  of Buyer.  Buyer  represents  and
warrants to Seller that, as of the date of this  Agreement and as of the Closing
Date:

                  8.1 Organization and Standing. Poore Brothers is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of  Delaware.  Buyer  has the  requisite  corporate  power  and  corporate
authority to own, lease and operate its  properties  and is duly  authorized and
licensed to carry on the business in the places where and in the manner in which
such business is presently being conducted.

                  8.2 Capacity.  Buyer has full corporate power,  legal capacity
and  authority  to execute and deliver  this  Agreement  and to  consummate  the
transactions contemplated by, and the performance of the obligations under, this
Agreement. The execution and delivery of this Agreement, the consummation

                                       17
<PAGE>
of the  transactions  contemplated  by, and the  performance of the  obligations
under,  this  Agreement  have been duly  authorized by the Board of Directors of
Buyer and no other  corporate  proceedings on the part of Buyer are necessary in
connection therewith.  This Agreement  constitutes,  and each other agreement or
instrument to be executed and delivered by Buyer pursuant to this Agreement will
constitute,  valid and binding  obligations  of the Buyer,  enforceable  against
Buyer in accordance with their respective terms.

                  8.3  Authority.  Neither the  execution  and  delivery of this
Agreement by Buyer, the  consummation of the  transactions  contemplated by, nor
the performance of Buyer's  obligations  under, this Agreement will: (a) violate
any provision of the Articles of  Incorporation  or Bylaws of Buyer; (b) violate
any statute, code, ordinance,  rule or regulation of any jurisdiction applicable
to Buyer or to its properties or assets; (c) violate any judgment,  order, writ,
decree,  injunction or award of any court, arbitrator,  mediator,  government or
governmental  agency or  instrumentality  which is  binding  upon Buyer or which
would have an  adverse  effect on its  properties  or  assets;  or (d)  violate,
breach, conflict with, constitute a default under or result in termination of or
accelerate  the  performance  required  by  any  of  the  terms,  conditions  or
provisions  of any note,  bond,  mortgage,  indenture,  deed of trust,  license,
lease,  agreement or other instrument or obligation to which Buyer is a party or
by which Buyer or any of its properties or assets is bound.

                  8.4 Consents. No consents, approvals, filings or registrations
with or by any  governmental  agency or  instrumentality  or any other person or
entity are necessary in  connection  with the execution and delivery by Buyer of
this Agreement,  the consummation by Buyer of the transactions  contemplated by,
or the performance of Buyer's obligations under, this Agreement.

                  8.5  Brokers.  Except for  brokerage  or  consulting  fees due
Everen  Securities,  Inc. of which Buyer has  heretofore  made Seller  aware and
which Buyer shall defray in their entireties,  no broker or finder has acted for
Buyer in connection with this Agreement or the transactions  contemplated hereby
and no broker or finder is entitled to any brokerage  commissions,  finder's fee
or other compensation based on agreements or arrangements made by Buyer.

         9. Covenants of Seller. Seller covenants and agrees as follows:

                  9.1 Right of  Inspection.  From the Effective Date through the
Closing Date,  Seller shall permit Buyer and its authorized  representatives  to
have full access to Seller's  properties  during regular  business hours,  shall
make its employees and authorized representatives available to confer with Buyer
and its  authorized  representatives  and shall make  available to Buyer and its
authorized representatives all books, papers and records relating to the Assets,
the Business or the obligations and liabilities of Seller relating thereto which
may be reasonably requested by Buyer,  including,  but not limited to, all books
of  account  (including  the  general  ledger),   tax  records,   organizational
documents,  contracts and agreements, filings with any regulatory authority, any
financial operating data and any other business information relating to Seller's
business activities or prospects as Buyer may from time to time request. No such
investigation  by  Buyer  shall  affect  the  representations,   statements  and
warranties of Seller and each such representation,  statement and warranty shall
survive any such investigation.

                  9.2 Conduct of  Business.  From the  Effective  Date until the
Closing Date:

                                       18
<PAGE>
                           (A) Except as provided  below,  Seller shall  conduct
the  Business and shall  engage in  transactions  only in the usual and ordinary
course  of  business  and in a  commercially  reasonable  manner  and will do so
diligently and in  substantially  the same manner as it has  previously.  Seller
will  use  all  commercially   reasonable   efforts  to  preserve  its  business
organization  intact and to preserve all present  relationships  of Seller with,
and the  goodwill  of,  suppliers,  customers,  and  others  having  a  business
relationship  with Seller.  Seller  further  agrees to protect the Assets and to
maintain the Inventory and Personal  Property in the ordinary course of business
until Closing.

                           (B) Seller will not, except in the usual and ordinary
course of business or as otherwise consented to or approved by Buyer in writing,
or as  permitted  or required by this  Agreement:  (a)  institute  any method of
manufacture,  purchase,  sale, lease,  management,  accounting or operation that
will vary from those methods used by Seller as of the Effective Date; (b) cancel
any existing policy of insurance; (c) enter into any new contract, commitment or
other  transaction  not in the usual and ordinary  course of business and, if in
the usual and ordinary course of business, not in an amount exceeding $25,000.00
per   transaction  or  $25,000.00  in  the  aggregate;   (d)  make  any  capital
expenditures in an amount  exceeding  $5,000.00 for any single item or $5,000.00
in the aggregate, or enter into any lease of capital equipment or property which
has a term exceeding  thirty (30) days or under which the annual lease charge is
in excess of $2,000.00;  (e) sell, dispose of or encumber any of the Assets; (f)
incur any new  indebtedness  or other  liabilities  other  than in the usual and
ordinary  course  of  business,  and,  if in the usual  and  ordinary  course of
business, not in an amount exceeding $25,000.00 per transaction or $25,000.00 in
the  aggregate;  (g) waive or compromise  any right or claim or cancel,  without
full payment,  any note, loan or other obligation  owing to Seller;  (h) modify,
amend,  cancel,  renew or terminate any Contract listed in Exhibits C and D; (i)
take any action or fail to take any action which would cause any of Seller's and
Principals'  representations  in this  Agreement  to be untrue as of the Closing
Date;  or (j)  enter  into  any  agreement  obligating  Seller  to do any of the
foregoing prohibited acts.

                           (C) Seller shall maintain its  partnership  existence
and powers and will not dissolve or liquidate.

                           (D) Seller  will not do any act or omit to do any act
that will cause a breach or default of any contract,  obligation, lease, license
or other  agreement  to which  Seller is a party or which  affects  the  Assets,
Seller's  title to the Assets or the  operation  and  conduct  of the  Business.
Notwithstanding  the  foregoing,  immediately  upon the  execution  and delivery
hereof,  Seller shall,  in accordance  with the  provisions of Exhibit J hereto,
transfer  all of Seller's  production  requirements  to Buyer.  Said  Production
requirements  shall continue to be serviced by Buyer until either the Closing or
the  failure of a  condition  to Closing  hereunder,  whereupon,  except for the
business  of Hecht (as herein  defined as  respects  Deposits  to be returned to
Buyer),  Buyer  shall  reasonably  cooperate  with  Seller  to  retransfer  said
production business to Seller.

                  9.3  Local  Law  Issues.  Seller  represents  that  Texas  has
repealed its  so-called  "bulk  transfer  act" and  therefore no  compliance  is
necessary therewith.  Seller also believes that no sales,  transaction privilege
or similar tax will be due with regard to the transactions  contemplated hereby,
but if any such tax is payable,  Seller shall be entirely  responsible  for same
and Buyer shall have no responsibility therefor.

                                       19
<PAGE>
                           Seller also  represents to Buyer that Seller does not
pay any tax at the  entity  level,  except  for ad  valorem  real  and  personal
property taxes including, without limitation, income or transaction privilege or
sales taxes and  therefore no liens or  obligations  relating to said taxes will
bind or effect the Assets or Buyer  post-Closing.  Seller  will,  at or prior to
Closing,  pay  all  personal  property  taxes  relating  to any  of  the  Assets
transferred  hereby  and  exhibit  to  Buyer  reasonable  evidence  of  receipts
therefor. Seller shall be responsible, and shall timely pay and exhibit receipts
to Buyer, for all 1998 personal property taxes relating to the Assets.

                  9.4  Consents.  Seller  shall  obtain  any and  all  necessary
consents,  waivers,  permits,  approvals and authorizations of, and complete any
and all filings or registrations with, all Federal, state and local governmental
bodies which are necessary to consummate the  transactions  contemplated by this
Agreement or to permit Buyer to continue  the Business  after the Closing  Date.
Seller shall obtain any and all consents,  waivers,  approvals or authorizations
of all other persons or entities as may be required for the sale, assignment and
transfer to Buyer of the Assets.

                  9.5 Cooperation.  Seller agrees to take, or cause to be taken,
all  action  and to do, or cause to be done,  all  things  necessary,  proper or
advisable to consummate  the  transactions  contemplated  by, and to perform its
obligations under, this Agreement.

                  9.6 Disclosure of Changes.  Seller will promptly  notify Buyer
in writing of: (a) the commencement or threat of any threatened lawsuit or claim
against  Seller or  affecting  the  Assets,  the  operation  and  conduct of the
Business or its  prospects  or  challenging  the  validity or  propriety  of, or
seeking  to  enjoin  or to set  aside the  transactions  contemplated  by,  this
Agreement;  (b) any adverse  change in the financial  condition of Seller or the
Business;  or (c) any change in any  representations or warranties of Seller set
forth in this  Agreement  or in any  Exhibit,  certificate  or  other  documents
delivered to Buyer by Seller pursuant to this Agreement.

                  9.7 Restrictive Covenants.

                           9.7.1  Restricted  Activities.  Principals and Seller
covenant and agree as follows:

                                    (A) For a period of five (5) years  from and
after: i) the Closing Date, as to Seller; and, ii) their respective terminations
of employment,  as to the Principals  (collectively,  the "Time Limit"), neither
the  Principals  nor Seller  will  compete  with the  Business,  or  directly or
indirectly  own any  interest in,  operate,  manage or control in any manner any
entity which  competes  with the Business in the State of Texas.  The  foregoing
provision,  however,  shall not prohibit Seller and/or Principals from investing
in  securities  of any  corporation  whose  securities  are listed on a national
securities  exchange or traded in the over the counter  market if Seller and the
Principals  shall  collectively be the owner(s),  beneficially or of record,  of
less than one percent (1%) of any class of the stock of such corporation.

                                    (B) Neither the Principals nor Seller shall,
for the  duration  of the Time Limit:  (a)  directly  or  indirectly  solicit or
service in any way, on behalf of  themselves  or on behalf of or in  conjunction
with others, any customer, distributor,  manufacturer's representative or client
or in  any  other  way  seek  to  induce  the  discontinuance  of  any  business
relationship between the Business and said customers or clients; or (b) directly
or indirectly solicit, on behalf of themselves or on behalf of or in

                                       20
<PAGE>
conjunction  with others,  any employee or supplier of Buyer to terminate his or
her employment or other relationship with Buyer.

                                    (C) Neither the  Principals nor Seller will,
for the  duration of the Time Limit,  without  authorization  of Buyer,  use for
themselves or for any person or corporation or other entity,  or disclose to any
entity which competes with the Business, any confidential information concerning
the suppliers and customers of the Business. Confidential information shall mean
information  available to Seller and/or the Principals as a consequence of their
respective  ownership,  use or control of the  Assets and the  operation  of the
Business and not otherwise generally known in the industry.

                           9.7.2   Reasonable   Restrictions.   Seller  and  the
Principals  acknowledge and agree that the duration and  geographical  limits of
the  restrictions  set forth in this Section 9.7 have been  reviewed by Seller's
and Principals' legal counsel and specifically  discussed and negotiated and are
reasonable  in view of all the  facts  and  circumstances  known to  Seller  and
Principals.

                           9.7.3  Material  Minimum.  Seller and the  Principals
acknowledge  and agree that the duration of time and  geographical  restrictions
set forth in this Section 9.7 are reasonably necessary to protect the Assets and
interests  transferred  pursuant to this  Agreement,  that any violation of such
restrictions  would cause Buyer substantial injury and that Buyer would not have
entered into this Agreement  without Seller's and the Principals'  agreements to
be bound by such restrictions.

                           9.7.4  Enforcement  of  Restrictions.  Seller and the
Principals  further  acknowledge  and agree that an action for damages would not
provide  full and  adequate  compensation  in the event of a  violation  of such
restrictions.  Therefore,  in the event of any violation of such restrictions by
Seller and/or the Principals,  Buyer shall be entitled, in addition to any other
remedy, to preliminary and permanent injunctive relief.

                           9.7.5 Severability of Initial Provisions.  If a court
in  any   jurisdiction   should  conclude  that  the  foregoing   covenants  are
unenforceable  according to their terms either  because of their duration or the
geographic   area  covered,   the  Parties  agree  that  a  court  of  competent
jurisdiction  shall reduce such  duration or  geographic  area,  insofar as that
jurisdiction  only is concerned,  so that the resulting  duration and geographic
area shall be the maximum that such court shall  conclude is enforceable in that
jurisdiction,  which  reduction  shall be performed  as follows:  in the case of
duration,  the  duration  shall be  reduced  by one (1) month at a time until it
shall be the maximum enforceable  duration;  and in the case of geographic area,
such area shall be reduced by eliminating  individual counties within states one
(1) at a time  therefrom  until  such  area  shall  be the  maximum  enforceable
geographical  coverage.  The Parties  acknowledge  that the remedies of specific
performance  and/or injunctive relief shall be available and proper in the event
of the actual or  imminent  refusal or  failure of Seller or the  Principals  to
perform their respective obligations under this Agreement.

                  9.8 Information.  Seller shall deliver the following materials
to Buyer not less than five (5) days prior to the Closing Date (and, if prior to
the Closing Date Seller receives or discovers any additional  materials required
to be delivered to Buyer,  as soon as reasonably  possible after such receipt or
discovery):

                                       21
<PAGE>
                           (A) Copies of all  contracts  and leases set forth in
Exhibits C and D, together with all modifications and amendments thereto;

                           (B)  Copies  of all  security  interests,  mortgages,
pledge agreements,  conditional sales contracts,  financing  statements or other
documents or instruments  evidencing  any security  interests,  liens,  charges,
claims,  encumbrances or other interest in any part of the Assets, together with
a listing of the current amount of indebtedness secured by each such document or
instrument;

                           (C)  Copies of all  relevant  court,  administrative,
arbitral and governmental papers and all other documents relating to the matters
set forth in Section 6.10, if any;

                           (D)  Copies  of  all  insurance  policies  listed  in
Exhibit I; and

                           (E)  Copies  of  such  other   materials  as  may  be
reasonably requested by Buyer.

                  9.9 Securities Issues.  Each of Seller, Kohl and Bigham hereby
acknowledges  that Buyer will be relying upon exemptions  from the  registration
requirements of the Securities Act of 1933, as amended (the "1933 Act"), and The
Securities  Act of 1957 of  Texas  (the  "Texas  Act")  in  connection  with the
issuance  of the  Stock to  Seller.  Each of  Seller,  Kohl and  Bigham  further
acknowledges  that the  availability  of the  exemption  under  the Texas Act is
dependent upon a number of factors,  including,  without limitation: the receipt
by  Seller  of  certain  information   regarding  Buyer;  whether  Seller  is  a
"sophisticated  investor" (as such term is used in the rules  promulgated  under
the Texas Act);  and the  imposition  on Seller of certain  restrictions  on the
resale  or  transfer  of  the  Stock.  In  connection  with   establishing   the
applicability of the above-mentioned exemptions, each of Seller, Kohl and Bigham
represents and warrants to, and agrees with, Buyer as follows:

                           (A) The  total  value of the  Stock  will not  exceed
twenty  percent (20%) of Seller's net worth at the time of issuance of the Stock
by Buyer to Seller. Seller has no need for liquidity in the Stock and Seller can
afford to lose its entire investment in the Stock.

                           (B) The  principals of Seller have such  knowledge of
finance,  securities and/or  investments,  generally,  as well as experience and
skill in investments based upon actual  participation,  that they are capable of
evaluating the merits and risks of the issuance of the Stock to Seller, and such
persons  do not  require  a  purchaser  representative  to  assist  in any  such
evaluation.

                           (C) The Stock is being acquired by Seller for its own
account for purposes of investment  and not "with a view to" the  "distribution"
thereof,  as such terms are used in the 1933 Act, and the rules and  regulations
thereunder;

                           (D) Seller  acknowledges  that the Stock  constitutes
"restricted  securities"  under federal and state  securities laws insofar as it
has not been  registered  under the 1933 Act or the securities laws of any other
jurisdiction,  that it may not be resold or transferred  without compliance with
the  registration  or  qualification  provisions  of the 1933 Act or  applicable
federal and state  securities  laws or an opinion of counsel  that an  exemption
from such  registration  and  qualification  requirements is available.  Each of
Seller,  Kohl and Bigham is familiar  with Rule 144  promulgated  under the 1933
Act, as presently in effect, and the resale  limitations  imposed thereby and by
the 1933 Act;

                                       22
<PAGE>
                           (E)  Seller,  Kohl and  Bigham  acknowledge  that any
certificate or certificates representing the Stock that are issued by Buyer will
bear the following legend or a legend similar thereto:

                           THE STOCK  REPRESENTED  BY THIS  CERTIFICATE  HAS NOT
                           BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
                           AMENDED,  OR UNDER ANY STATE  SECURITIES  LAWS.  SUCH
                           STOCK HAS BEEN ACQUIRED FOR INVESTMENT  PURPOSES ONLY
                           AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF. SUCH
                           STOCK MAY NOT BE SOLD, OFFERED FOR SALE,  TRANSFERRED
                           OR  OTHERWISE  DISPOSED  OF  IN  THE  ABSENCE  OF  AN
                           EFFECTIVE  REGISTRATION  STATEMENT UNDER SAID ACT AND
                           COMPLIANCE  WITH THE  REQUIREMENTS  OF ANY APPLICABLE
                           STATE  SECURITIES  LAWS  OR  AN  OPINION  OF  COUNSEL
                           SATISFACTORY   TO   THE    CORPORATION    THAT   SUCH
                           REGISTRATION AND/OR COMPLIANCE IS NOT REQUIRED;

                           (F) Each of Seller, Kohl and Bigham has the requisite
knowledge  and   experience  in  financial  and  business   matters,   including
investments of this type, to be capable of evaluating the merits and risks of an
investment  in the  Stock and of making an  informed  investment  decision  with
respect thereto. Seller is able to: (i) bear the economic risk of its investment
in the Stock;  (ii) hold the Stock for an indefinite  period of time;  and (iii)
afford a complete loss of its investment;

                           (G) Seller has received from Buyer,  and each of Kohl
and Bigham has reviewed,  recent  reports filed by Buyer with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended,  recent press  releases  issued by Buyer and a Registration
Statement  on Form S-3  (the  "Form  S-3")  recently  filed  by  Buyer  with the
Commission pursuant to the 1933 Act (including,  without  limitation,  the "Risk
Factors"  sections  contained  in Buyer's  Annual  Report on Form 10-KSB for the
fiscal  year ended  December  31, 1998 and the Form S-3) (such  recent  reports,
press releases and the Form S-3 being  hereinafter  collectively  referred to as
the "Disclosure Documents"),  and has reviewed such additional documentation and
information and has conducted such research  regarding Buyer as each such person
has deemed prudent and necessary in connection with the acquisition of a portion
of the Stock by Seller.  Based upon such review and  research,  each such person
believes that he or she is fully aware of the current  condition  (financial and
otherwise)  and  prospects  of Buyer.  Seller,  Kohl and  Bigham  have  obtained
sufficient  information to evaluate the merits and risks of Seller's acquisition
of the Stock and to make an informed investment decision; and

                           (H) All  documents,  records  and  other  information
relating to Buyer that have been  requested by Seller,  Kohl and Bigham and that
are  considered  by such  persons to be material in making a decision to acquire
the Stock,  have been delivered or made available to them, and Seller's,  Kohl's
and Bigham's  investment decision is based upon his or its own investigation and
analysis and not the  representations  or  inducements  of Buyer or any party or
parties acting on its behalf.

Prior to the Closing date:  (i) Seller shall deliver to each general and limited
partner  of  Seller a copy of the  Disclosure  Documents  delivered  by Buyer to
Seller;  and (ii) Seller  shall obtain and deliver to Buyer a

                                       23
<PAGE>
Certificate  from  Seller  and a  Purchaser  Representative  Certificate  in the
respective forms attached hereto as Exhibit 9.9.

Seller,  Kohl and Bigham understand that Buyer will rely on the  representations
and warranties  contained in this Section 9.9 and in the Certificates  delivered
to Buyer pursuant to the previous  paragraph in connection  with the issuance of
the Stock.

Seller  shall  obtain  from Prior  Owners,  as a condition  to Closing,  similar
statements and/or certificates as required by securities counsel for Buyer.

                  9.10 Payables. Seller agrees to deliver to Buyer on, or within
thirty (30) days after,  the Closing Date an  itemization  of all Payables which
Seller  is paying  with the  Deposit  and with the Cash  Payment  and  copies of
cancelled  checks or other  evidence  reasonably  satisfactory  to Buyer of such
payments.

         10.  Closing Date.  The "Closing  Date" or "Closing"  shall occur on or
prior to November 15, 1998 (or earlier if Buyer so notifies Seller in writing at
least two (2) business  days prior to the  accelerated  Closing  Date) and shall
take place either at Buyer's  principal place of business in Goodyear,  Arizona,
or at the principal offices of Buyer's or Lender's counsel in Phoenix,  Arizona,
or at such other time and place as the Parties may agree in writing.

         11. Obligations at Closing.

                  11.1 Seller's  Obligations at Closing. At the Closing,  Seller
shall deliver or cause to be delivered to Buyer the following:

                           (A) All  instruments of transfer  (collectively,  the
"Assignment Documents"), properly executed by Seller and acknowledged, including
but not  limited  to a bill of sale,  deeds and  assignments,  transferring  and
assigning  to Buyer all of  Seller's  right,  title and  interest  in and to the
Assets, including, but not necessarily limited to, the following:

                                    (1) General  Warranty Bill of Sale in a form
substantially identical to Exhibit K; and

                                    (2) General  Warranty  Assignment  in a form
substantially identical to Exhibit L;

                           (B) All instruments  evidencing any and all consents,
waivers,  permits,  approvals,  authorizations,   filings  or  registrations  as
provided for in Sections 5.9, 7.2, 7.3 and 7.4;

                           (C) The  opinion of  Seller's  counsel as provided in
Section 5.7;

                           (D)  Certified   resolutions  of  Seller's   partners
authorizing  the execution  and  performance  of this  Agreement and all actions
taken by Seller in furtherance of this Agreement pursuant to Section 7.2;

                                       24
<PAGE>
                           (E)  The  certificate,  in  the  form  of  Exhibit  M
("Seller's Closing  Certificate"),  executed by Seller,  dated as of the Closing
Date,  certifying  that the  representations  and  warranties  of Seller in this
Agreement  are true and  correct  on the  Closing  Date,  as  though  each  such
representation and warranty had been made on the Closing Date; and

                           (F) The list and  evidence  of payment as provided in
Section 9.10,  which may be delivered  post-Closing  in accordance  with Section
9.10.

                  11.2  Buyer's  Obligations  at Closing.  On the Closing  Date,
Buyer shall deliver, or cause to be delivered, the following:

                           (A) The payment to be  delivered  to the Prior Owners
as provided in Section 3.1.3(1);

                           (B) All cash to be applied to  Payables  and to repay
the SBA Loan as contemplated hereby;

                           (C) The Stock to be  delivered to the Prior Owners as
provided in Section 3.1.3(2);

                           (D) The Stock to be  delivered as provided in Section
3.1.4;  a portion of said Stock  shall be  delivered  into the Escrow (as herein
defined);

                           (E) The  opinion of Buyer's  counsel as  provided  in
Section 6.3;

                           (F)  Two  (2)  original  counterparts  of each of the
Employment  Agreements executed by Buyer, one (1) counterpart of each Employment
Agreement to be delivered to the Principal  which is a party to such  Employment
Agreement;

                           (G)  Certified   resolutions   of  Buyer's  Board  of
Directors  authorizing  the execution and  performance of this Agreement and the
execution  and  delivery  of the  Employment  Agreements  contemplated  by  this
Agreement  and all  actions  taken  by Buyer in  furtherance  of this  Agreement
pursuant to Section 8.3; and

                           (H) A certificate, in the form of Exhibit N attached,
executed by the President and Secretary of Buyer,  dated as of the Closing Date,
certifying  that the  representations  and warranties of Buyer in this Agreement
are true and correct on the Closing Date, as though each such representation and
warranty had been made on the Closing Date.

                  11.3 Obligations of Principals; Limited Warranty as to Claims.
On the Closing Date,  the  Principals  shall deliver or cause to be delivered to
Buyer two (2) original counterparts of each Employment Agreement,  each executed
by the  Principal  who is a party  to such  Employment  Agreement,  with one (1)
counterpart of each Employment Agreement to be delivered to Buyer.

The Principals  represent and warrant to Buyer that the Principals have no claim
against  Seller  or any of the  Assets,  nor do they hold any  interest  therein
except  as  specifically  disclosed  herein  or as may  arise

                                       25
<PAGE>
pursuant  to  this  Agreement,  the  Employment  Agreements  or  the  Production
Agreement and, if requested by Buyer,  the Principals  will execute  appropriate
releases and quit-claim instruments at Closing to confirm the foregoing.

         12. Obligations After Closing.

                  12.1 Change of Corporate  Name;  License.  Seller  agrees that
immediately  after the Closing  Date it will take all action  required to change
its corporate name to eliminate the term "Tejas Snacks".  Seller shall also, and
do hereby,  agree that for an unlimited  period after the Closing Date, Buyer or
its successors  and assigns shall have an exclusive  license to utilize the term
"Tejas Snacks" (or any reasonable  variant of such name) in connection  with the
distribution  and sale of potato chip and/or  other snack food  products  now or
heretofore  distributed  by Seller shall,  at the request of Buyer,  execute all
reasonable  documentation  necessary to evidence the  foregoing  license,  which
shall be deemed fully-paid and irrevocable upon consummation of the transactions
contemplated by this Agreement

                  12.2 Indemnification.

                           (A) SELLER AGREES TO PAY, DEFEND,  INDEMNIFY AND HOLD
BUYER HARMLESS FOR, FROM, OF AND AGAINST ANY AND ALL CLAIMS,  LOSSES,  EXPENSES,
DAMAGES,  OBLIGATIONS,  DEFICIENCIES OR LIABILITIES OF ANY KIND, TYPE OR NATURE,
INCLUDING,  WITHOUT  LIMITATION,  COSTS OF INVESTIGATION,  INTEREST,  PENALTIES,
REASONABLE  ATTORNEYS' AND EXPERT WITNESS' FEES AND ANY AND ALL COSTS,  EXPENSES
AND FEES  INCIDENT TO ANY SUIT,  ACTION OR  PROCEEDING  INCURRED OR SUSTAINED BY
BUYER WHICH ARISE OUT OF, RESULT FROM OR ARE IN ANY WAY RELATED TO: (A) SELLER'S
BREACH OF ANY  REPRESENTATION,  WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT
OR IN ANY OTHER  INSTRUMENT  OR DOCUMENT  EXECUTED  AND  DELIVERED  BY SELLER IN
CONNECTION  WITH THIS  AGREEMENT;  (B) ANY AND ALL  LIABILITIES  OR  OBLIGATIONS
RELATING TO THE  OPERATION OF THE BUSINESS  AND/OR THE ASSETS ON OR PRIOR TO THE
CLOSING DATE, INCLUDING,  WITHOUT LIMITATION,  ALL TAX LIABILITIES,  LIABILITIES
FOR  BREACH OF  CONTRACT,  PRODUCT  LIABILITIES,  LIABILITIES  ARISING  IN TORT,
LIABILITIES  FOR  MATERIALS  SOLD OR SERVICES  RENDERED AND  LIABILITIES  TO ANY
CREDITORS; (C) ANY AND ALL LIABILITIES OR OBLIGATIONS, INCLUDING CLAIMS BY THIRD
PARTIES,  RELATING TO THE  NON-COMPLIANCE OF SELLER,  ITS BUSINESS OR ANY OF THE
ASSETS WITH, OR ANY DEFAULT UNDER, LAWS; (D) THE FAILURE OF SELLER OR THE ASSETS
TO HOLD OR HAVE  AVAILABLE ALL NECESSARY  PERMITS;  (E) THE EXISTENCE OF A THIRD
PARTY  INFRINGEMENT  OR A  SELLER  INFRINGEMENT;  (F) ANY  CLAIMS  MADE BY PEEKS
ARISING OUT OF HIS EMPLOYMENT OR THE RESIGNATION;  (G) ANY FAILURE TO EFFECT ANY
REGISTRATION; (H) A PENDING INVESTIGATION BY THE TEXAS ATTORNEY GENERAL'S OFFICE
(OR OTHER STATE OR LOCAL BODY)  RELATING TO THE PRIOR USE OF ALLEGEDLY  IMPROPER
PACKAGING OR MARKING MATERIALS  RESPECTING PRODUCTS HERETOFORE SOLD OR DELIVERED
BY SELLER OR ITS  PREDECESSOR;  OR (I) ANY CLAIM BY ANY THIRD PARTY  CREDITOR OF
SELLER,  OR ANY TRUSTEE IN BANKRUPTCY OF SELLER OR SIMILAR PERSON OR ENTITY MADE
AGAINST  THE  ASSETS  OR  BUYER  ARISING  OUT  OF  OR  IN  CONNECTION  WITH  THE
TRANSACTIONS  CONTEMPLATED HEREBY, WHETHER OR NOT ANY OF THE FOREGOING ITEMS SET
FORTH IN

                                       26
<PAGE>
CLAUSES (C), (D), (E), (F), (G) OR (H) IMMEDIATELY  ABOVE ARE KNOWN TO SELLER AT
CLOSING.

                           (B) BUYER AGREES TO PAY,  DEFEND,  INDEMNIFY AND HOLD
SELLER HARMLESS FOR, FROM, OF AND AGAINST ANY AND ALL CLAIMS, LOSSES,  EXPENSES,
DAMAGES,  OBLIGATIONS,  DEFICIENCIES OR LIABILITIES OF ANY KIND, TYPE OR NATURE,
INCLUDING,  WITHOUT  LIMITATION,  COSTS OF INVESTIGATION,  INTEREST,  PENALTIES,
REASONABLE  ATTORNEYS' AND EXPERT WITNESS' FEES AND ANY AND ALL COSTS,  EXPENSES
AND FEES  INCIDENT TO ANY SUIT,  ACTION OR  PROCEEDING  INCURRED OR SUSTAINED BY
SELLER WHICH ARISE OUT OF, RESULT FROM OR ARE IN ANY WAY RELATED TO: (A) BUYER'S
BREACH OF ANY  REPRESENTATION,  WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT
OR IN ANY OTHER  INSTRUMENT  OR  DOCUMENT  EXECUTED  AND  DELIVERED  BY BUYER IN
CONNECTION  WITH THIS  AGREEMENT;  OR (B) ANY AND ALL LIABILITIES OR OBLIGATIONS
RELATING TO THE  OPERATION OF THE  BUSINESS  AND/OR THE ASSETS AFTER THE CLOSING
DATE, INCLUDING, WITHOUT LIMITATION, ALL TAX LIABILITIES, LIABILITIES FOR BREACH
OF CONTRACT,  PRODUCT  LIABILITIES,  LIABILITIES ARISING IN TORT LIABILITIES FOR
MATERIALS SOLD OR SERVICES RENDERED AND LIABILITIES TO ANY CREDITORS.

                           (C) Buyer and  Seller  agree  that,  upon  receipt by
either Party of a third-party  claim in respect of which indemnity may be sought
under this Section 12.2, said party (the  "Claimant")  shall give written notice
within  thirty (30) days of such claim (the "Notice of Claim") to the party from
whom   indemnification   may  be  sought   hereunder  (the   "Indemnitor").   No
indemnification  under this  Section  12.2 shall be  available  to any party who
fails to give the required  Notice of Claim within thirty (30) days if the party
to whom such  notice  should  have been  given was  unaware of the claim and was
prejudiced by the failure to receive the Notice of Claim in a timely manner. The
Indemnitor shall be entitled at its own expense to participate in the defense of
any claim or action against the Claimant. The Indemnitor shall have the right to
assume the entire defense of such claim,  provided  that:  (a) Indemnitor  gives
written  notice of its desire to defend such claim (the  "Notice of Defense") to
the Claimant within fifteen (15) days after  Indemnitor's  receipt of the Notice
of Claim;  (b)  Indemnitor's  defense  of such claim  shall be  without  cost of
Claimant or prejudice to Claimant's  rights under this Section 12.2; (c) counsel
chosen by  Indemnitor  to defend such claim shall be  reasonably  acceptable  to
Claimant;  (d) the  Indemnitor  shall bear all costs and expenses in  connection
with the defense of such claim; (e) Claimant shall have the right, at Claimant's
expense,  to have Claimant's  counsel  participate in the defense of such claim;
and (f)  Claimant  shall  have  the  right  to  receive  periodic  reports  from
Indemnitor  and  Indemnitor's  counsel with respect to the status and details of
the defense of such claim and shall have the right to make direct  inquiries  to
Indemnitor's counsel in this regard.  Solely for the purpose of subparagraph (f)
above, Indemnitor shall waive its attorney-client privilege.

                  12.3 [RESERVED]

                  12.4  Office  Space.   Buyer  shall  have  the  right,  for  a
reasonable time post-Closing,  to utilize, on a rent-free basis, existing office
facilities and areas within the building currently occupied by a majority of the
business of Seller. Buyer and Seller understand that the Principals will utilize
this office space,  rent free, until substitute office space can be obtained and
built out on lease terms satisfactory to Buyer.

                                       27
<PAGE>
                  12.5  Transition.  Seller  shall use  commercially  reasonable
efforts  to  maintain  the  goodwill  of  the  Seller's  suppliers,   employees,
contractors, customers and Business, and shall otherwise cooperate with Buyer to
effectuate a smooth and orderly  transition  in the operation and conduct of the
Business  following the Closing Date.  Without limiting the foregoing,  Buyer is
immediately  permitted to interview  Seller's  employees and solicit  employment
post-Closing.  If at least fifty  percent (50%) of the employees of Seller which
are offered post-Closing employment by Buyer do not accept, Buyer shall have the
option of cancelling this Agreement due to a failure of a condition precedent.

                                       28
<PAGE>
         13. Remedies Prior to or on Closing.

                  13.1 Remedies Prior to or on Closing.

                           13.1.1  Remedies of Buyer Prior to or on Closing.  In
the  event of any  breach  or  default  of any  warranty,  covenant,  agreement,
condition or other  obligation of Seller under this Agreement,  Buyer may at its
option,  and without  prejudice to any other rights or remedies  provided  under
this  Agreement  for any such breach or default,  terminate  this  Agreement  by
delivering  written  notice of  termination  to Seller on or before the  Closing
Date. The notice shall specify with particularity the breach or default on which
the notice is based. Notwithstanding the foregoing, the Parties acknowledge that
the Assets  are  unique and that,  in the event of a breach or default by Seller
under this Agreement,  it would be extremely  impracticable  to measure monetary
damages and such damages would be an inadequate remedy for Buyer.  Therefore, in
the event of any such  breach or  default,  Buyer may,  at its  option,  sue for
specific  performance.  Buyer's  other  option  in the event of breach by Seller
under  this  Agreement  shall be to bring an action  against  Seller to  recover
Buyer's reasonable  attorneys' fees,  together with all other expenses incurred,
expended and/or paid by Buyer in connection with the  transactions  contemplated
by this Agreement, including, without limitation, financing costs, investigation
costs,  travel costs,  reimbursement  for experts' fees and other fees.  Without
limiting the generality of the  foregoing,  if Seller refuses to close and Buyer
is ready, willing and able to close and has fulfilled all conditions  hereunder,
Seller  shall pay to Buyer the sum of Seven  Hundred  Fifty  Thousand and No/100
Dollars  ($750,000.00) as and for liquidated damages and not as a penalty and as
a so-called "break up fee". Buyer and Seller acknowledge that the foregoing is a
reasonable  liquidated  damage in that Buyer's  damages at the time and place of
breach would be difficult,  because of their nature of future profitability,  to
ascertain  with  precision,  but  that the  foregoing  represents  a  reasonable
liquidated damage in the estimation of the Parties at this date. Notwithstanding
the foregoing,  it is specifically  agreed that the liquidated damage remedy set
forth above is declared to be  severable  specifically  from the balance of this
Agreement.

                           13.1.2 Remedies of Seller Prior to or on Closing.  In
the  event of any  breach  or  default  of any  warranty,  covenant,  agreement,
condition or other  obligation of Buyer under this Agreement,  Seller's sole and
exclusive  remedy shall be to terminate  this  Agreement by  delivering  written
notice of  termination  to Buyer on or before the Closing Date. The notice shall
specify with  particularity  the breach or default on which the notice is based.
Further,  in the event of such a breach by Buyer,  Seller  shall be  entitled to
retain  the  Deposit  (together  with  interest  accrued  thereon)  as  and  for
liquidated damages (and not as a penalty) arising out of Buyer's breach.

                           13.1.3  Termination.  In the event of  termination of
this Agreement by either Buyer or Seller as provided in this Section 13.1,  this
Agreement shall become null and void, other than Section 12.2 above, which shall
remain in full force and effect. Upon termination, Buyer shall deliver to Seller
and Seller  shall  deliver to Buyer any and all  documentation  provided by each
Party to the other pursuant to the terms of this Agreement.

                  13.2  Remedies  Subsequent  to  Closing.  In the  event of any
breach or default  of any  warranty,  covenant,  agreement,  condition  or other
obligation  by any Party  post-Closing,  the  non-defaulting  Party  may  pursue
whatever  rights and remedies  are  available to such Party at law or in equity,
including  without  limitation,   the  rights  and  remedies  provided  in  this
Agreement.

                                       29
<PAGE>
         14. Nondisclosure.  No Party will disclose the existence or contents of
this  Agreement  or any of  the  discussions  or  communications  regarding  the
transactions  contemplated  by this  Agreement to any third persons  without the
prior  written  consent of the other  Party or  Parties,  except as  required by
applicable law; provided,  however,  that disclosures shall be permitted without
the prior  written  consent of the other Party or Parties:  (i) to Seller's  and
Buyer's respective partners, directors,  shareholders, key employees, attorneys,
accountants and lenders;  (ii) to agents and advisors of Seller or Buyer who may
be retained to render services in connection with the transactions  contemplated
by this  Agreement;  and (iii) to all persons from whom  consents,  approvals or
amendments are required for the consummation of the transactions contemplated by
this Agreement.  Notwithstanding  the foregoing,  Seller recognizes the "public"
status of Buyer and any public  filings and/or  statements  made or caused to be
made by Buyer shall be an exception to the foregoing.

         15. General Provisions.

                  15.1  Publicity.  All  notices to third  parties and all other
publicity  concerning the  transactions  contemplated by this Agreement shall be
jointly planned and  coordinated by and between Buyer and Seller.  Neither Buyer
nor Seller  shall act  unilaterally  in this regard  without  the prior  written
approval of the other Party;  however,  this approval shall not be  unreasonably
withheld  or delayed.  Notwithstanding  the  foregoing,  Seller  recognizes  the
"public" status of Buyer and any public filings and/or statements made or caused
to be made by Buyer shall be an exception to the foregoing.

                  15.2 Expenses. Except as otherwise specifically provided, each
Party shall be responsible for its own fees,  costs and other expenses  incurred
in negotiating and preparing,  and in closing and carrying out the  transactions
contemplated by, this Agreement.

                  15.3 Survival of  Representations,  Warranties  and Covenants.
The  respective  representations,  warranties  and covenants of Buyer and Seller
made in  this  Agreement  or in any  certificate  or  other  document  delivered
pursuant to this  Agreement,  including  without  limitation the  obligations of
indemnity  under  this  Agreement,  shall  survive  the  Closing  Date  and  the
consummation  of the  transactions  contemplated  by this  Agreement,  until the
applicable statute of limitations has run,  notwithstanding any examination made
by or for the Party to whom such  representations,  warranties or covenants were
made,  the  knowledge of any  officers,  directors,  shareholders,  employees or
agents of the Party, or the acceptance of any certificate or opinion.

                  15.4  Notices.  All  notices,   requests,  demands  and  other
communications  required under this  Agreement  shall be in writing and shall be
deemed duly given and  received:  (i) if  personally  delivered,  on the date of
delivery,  (ii) if  mailed,  three (3) days after  deposit in the United  States
Mail,  registered or certified,  return receipt  requested,  postage prepaid and
addressed as provided below,  (iii) if by a courier delivery  service  providing
overnight or  "next-day"  delivery,  on the next business day after deposit with
such service, addressed as follows:

                                       30
<PAGE>
                  If to Seller:    Tejas Snacks, L.P.
                                   Attn: Mr. Tom Bigham
                                   Route 1, Box 66A
                                   Brookshire, Texas 77423

                  With copy to:    Stumpf Falgout Craddock & Massey
                                   Attn:  Michael B. Massey, Esq.
                                   1400 Post Oak Blvd., #400
                                   Houston, Texas  77056

                  If to Buyer:     Poore Brothers, Inc.
                                   Attn: Mr. Eric Kufel
                                   3500 South La Cometa
                                   Goodyear, Arizona 85338

                  With copy to:    Mariscal, Weeks, McIntyre & Friedlander, P.A.
                                   Attn:  Fred C. Fathe, Esq.
                                   2901 North Central Ave., #200
                                   Phoenix, Arizona 85012

Any Party may change  its  above-designated  address  by giving the other  Party
written notice of such change in the manner set forth herein.

                  15.5  Headings.  Headings  contained  in  this  Agreement  are
inserted only as a matter of convenience and in no way define,  limit, extend or
describe the scope of this Agreement or any of its provisions.

                  15.6  Entire  Agreement;  Modification.  Except  as set  forth
below,  this Agreement  constitutes  the entire  agreement among the Parties and
supersedes  all prior and  contemporaneous  agreements and  undertakings  of the
Parties with respect to its subject matter,  including, but not limited to, that
certain  Letter of Intent  between Buyer and Seller,  dated  September 16, 1998.
Notwithstanding  the foregoing,  that certain  Production  Agreement  (herein so
called),  between Buyer and Seller,  dated September 16, 1998, shall survive any
termination  of this Agreement and is  specifically  deemed not to be integrated
herein. Said Production Agreement shall remain a fully binding agreement between
the parties in accordance with its terms. Said Production  Agreement deals with,
among other  things,  Buyer  distributing  certain  snack food  product to Hecht
Distributing  ("Hecht") in  recoupment  of certain  Deposit  monies which may be
repayable from Seller to Buyer hereunder if the transactions contemplated hereby
do not close.  No supplement,  modification or amendment of this Agreement shall
be binding and enforceable unless executed in writing by the Parties.

                  15.7  Waiver.  No  waiver  of any of the  provisions  of  this
Agreement shall be deemed, or shall constitute,  a waiver of any other provision
of this  Agreement  (whether or not similar) nor shall such waiver  constitute a
continuing  waiver, and no waiver shall be binding unless executed in writing by
the Party making the waiver.

                                       31
<PAGE>
                  15.8  Exhibits and  Recitals.  The  Exhibits  attached to this
Agreement and the Recitals set forth above are hereby incorporated into and made
a part of this Agreement.

                  15.9 Counterparts; Facsimile Signatures. This Agreement may be
executed in several  counterparts,  and all so  executed  shall  constitute  one
agreement,  binding on all of the Parties. The Parties agree that this Agreement
may be transmitted between them via facsimile. The Parties intend that the faxed
signatures  constitute original signatures and that a faxed agreement containing
the  signatures  (original  or faxed) of all the  Parties  is  binding  upon the
Parties.

                  15.10  Governing  Law;   Jurisdiction.   Except  as  expressly
provided  herein,  this  Agreement  shall be construed in accordance  with,  and
governed by, the laws of the State of Arizona, without regard to the application
of conflicts of law  principles.  Except in respect of an action  commenced by a
third  party in another  jurisdiction,  the  Parties  agree that any legal suit,
action or  proceeding  arising  out of or  relating  to this  Agreement  must be
instituted in a State or Federal court in the City of Phoenix,  Maricopa County,
State of Arizona,  and they hereby irrevocably submit to the jurisdiction of any
such  court.  No party  shall  raise a defense of  jurisdiction,  venue or forum
non-convenience  to any action venued in any of those courts. No action shall be
commenced elsewhere.

                  15.11  Attorneys'  Fees.  In the  event an  action  or suit is
brought  by any Party to enforce  the terms of this  Agreement,  the  prevailing
Party shall be entitled to the  payment of its  reasonable  attorneys'  fees and
costs, as determined by the judge of the court.

                  15.12 Parties in Interest. Except as expressly provided below,
nothing in this  Agreement  is intended to confer upon any person other than the
Parties,  their  respective  heirs,  representatives,  successors  and permitted
assigns,  any rights or remedies  under or by reason of this  Agreement,  nor is
anything in this Agreement intended to relieve or discharge the liability of any
Party,  nor shall any provision of this  Agreement  give any entity any right of
subrogation against or action over or against any Party.

                           Lender shall be a third party  beneficiary  of all of
the  representations,  warranties and  agreements of Seller made herein,  Seller
acknowledging  that,  in order to supply part of the purchase  money  hereunder,
Lender is making a loan to Buyer  secured by, among other  things,  a collateral
assignment  of Buyer's  interest  hereunder.  Therefore,  if Lender  succeeds to
Buyer's  position  hereunder,  Seller  shall  recognize  Lender for all purposes
hereunder  and shall  perform the  representations,  warranties,  covenants  and
agreements  herein  contained  and which  survive  the Closing to Lender in that
instance.  Seller  shall,  from time to time,  execute such  documents as may be
reasonably  requested  by  Lender  or Buyer in  order to  evidence  such an item
including, without limitation, estoppel certificates and recognition agreements.

                  15.13  Successors  in Interest.  Except as otherwise  provided
herein,  all  provisions of this Agreement  shall be binding upon,  inure to the
benefit of, and be enforceable by and against the respective  heirs,  executors,
administrators,  personal representatives,  successors and assigns of any of the
Parties.

                  15.14 Severability.  The invalidity or unenforceability of all
or any part of any particular  provision of this Agreement  shall not affect the
other provisions hereof and this Agreement shall be continued in all respects as
if such invalid or unenforceable provision were omitted.

                                       32
<PAGE>
                  15.15  Risk of Loss.  Seller  shall bear all risk of loss with
respect to the Assets arising on or prior to the Closing Date. In the event that
all or any part of the Assets are damaged or destroyed by fire, windstorm, flood
or any other  casualty on or prior to the Closing Date (whether or not insured),
Seller shall  immediately  notify Buyer of such damage or  destruction.  In such
event, Seller and Buyer agree as follows:

                           (A) If the amount of the  casualty  loss is less than
Ten  Thousand  and No/100  Dollars  ($10,000.00),  the  Purchase  Price shall be
reduced by the amount of the casualty loss, and Seller shall retain the right to
receive proceeds of any insurance policies which cover any such loss.

                           (B)  If  the  amount  of  the  casualty  loss  is Ten
Thousand and No/100 Dollars  ($10,000.00)  or more,  Buyer shall have the option
to: (a) terminate this Agreement by written notice to Seller,  in which case the
Parties shall have no further obligations under this Agreement;  or (b) continue
to proceed with the  transactions  contemplated by this Agreement.  If the Buyer
elects to  continue to proceed  with the  transactions  contemplated  under this
Agreement:  (1) all insurance  proceeds  collectible  by reason of such casualty
loss shall be deemed to have been  absolutely and  irrevocably  assigned to, and
shall be payable  directly to, Buyer;  (2) Seller shall deliver to Buyer,  on or
before the Closing Date, a duly executed  assignment of all insurance  proceeds,
in form and  substance  acceptance  to Buyer;  (3) Buyer shall have the right to
conduct all settlement  proceedings with respect to such insurance  claims;  and
(4) Buyer  shall  have the right and  option to extend  the  Closing  Date for a
period of up to sixty (60) days from the date of such casualty loss.

                  15.16  Further  Documentation.  Each  Party will  execute  and
deliver  such further  instruments  and  documents  and do such further acts and
things as may be required to carry out the intent and purpose of this Agreement.

                  15.17  Interpretation.  The Parties  agree that each Party and
its counsel have reviewed this  Agreement and that any rule of  construction  to
the effect that  ambiguities are to be resolved against the drafting party shall
not apply to the interpretation of this Agreement.

                  15.18 [RESERVED]

                  15.19 Stock Escrow; Proceeds Assignment. At Closing, Buyer and
Seller  shall  establish,  pursuant  to a form of Stock  Escrow  Agreement  (the
"Escrow Agreement"),  a copy of which is attached hereto as Exhibit O, an Escrow
(the "Escrow")  wherein Two Hundred Sixty Seven Thousand One Hundred Forty Three
(267,143) Shares of Stock shall be deposited at Closing.  The Stock shall remain
in the  Escrow  for a period of one (1) year as  security  for the  post-Closing
obligations of Seller hereunder including, without limitation, any breach of the
truth and  correctness  of Seller's  representations  and  warranties  hereunder
and/or Seller's performance of its obligations of indemnity hereunder. Buyer and
Seller acknowledge that the Stock, as so escrowed, is, in part, a substitute for
the Principals having no liability for Seller's  representations  and warranties
hereunder.  Therefore,  among other  things,  in the event of any such breach by
Seller hereunder,  Buyer may, as Buyer shall choose, either enforce its remedies
against  the Stock or against  Seller or  Seller's  other  assets,  the  parties
acknowledging  that the Stock, as so escrowed,  shall not be Buyer's sole remedy
nor the sole source of assets against which Buyer may pursue claims,  but stands
as additional security therefore.  Release of the Stock from said Escrow, at the
end

                                       33
<PAGE>
of the  term  thereof,  shall  not  otherwise  release  Seller  from  any of its
obligations  hereunder,  to the extent  not  theretofore  released  by the terms
hereof.

                  15.20 Nomination and Assignment. Buyer shall have the ability,
without the need to obtain the consent of Seller (as shall  Buyer's  assignee or
nominee),  to nominate or assign all or any portion of Buyer's rights under this
Agreement to any person and/or  entity which is an Affiliate (as defined  below)
of  Buyer  for  any  consideration  deemed  acceptable  to  Buyer  in  its  sole
discretion.  In the event of such nomination and/or  assignment,  Buyer shall be
released  from  all of its  obligations  under  this  Agreement  so long as said
nominee or assignee of Buyer  assumes,  in writing  reasonably  satisfactory  to
Buyer and Seller,  all of Buyer's  obligations  under this Agreement,  whereupon
such  substitute  or  assignee  Buyer  shall be deemed  the  "Buyer"  under this
Agreement  for all  purposes.  The term  "Affiliate",  as applied to any person,
means any person  directly or indirectly  controlling,  controlled  by, or under
common  control with,  that person or a blood relative or spouse of such person,
if such  person  is a  natural  person.  For the  purposes  of this  definition,
"control"   (including  with  correlative   meaning,  the  terms  "controlling,"
"controlled by" and "under common control"), as applied to any person, means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the  management  and policies of that person,  whether  through the
ownership of voting securities, by contract or otherwise, and "person" means and
includes   natural  persons,   corporations,   limited   partnerships,   general
partnerships,  joint stock companies, joint ventures,  associations,  companies,
trusts,  land trusts,  business  trusts or other  organizations,  whether or not
legal entities.

                  15.21 Non-Foreign Status. At the Closing, Seller shall deliver
to  Buyer  a  so-called  "IRC  Section  1445"  affidavit  establishing  Seller's
non-foreign status.

                  15.22 Exhibits and  Schedules.  This Agreement may be executed
without all of the Exhibits and Schedules  attached.  The Parties  shall,  on or
before  November 6, 1998,  diligently  endeavor to complete  said  Exhibits  and
Schedules.  The approval of both Parties of all of such  Exhibits and  Schedules
shall be a condition  precedent to the obligations of the Parties hereunder.  If
the Parties are unable to complete  said  Exhibits and Schedules to their mutual
reasonable  satisfaction with said time, this Agreement shall be cancelled,  the
Production Agreement shall be in full force and effect as to recoupment by Buyer
of the  Deposits  and neither  Party shall have  further  liability to the other
hereunder.

 . . .
 . . .
 . . .

                                       34
<PAGE>
         IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the
day and year first set forth above.

SELLER:     TEJAS SNACKS, L.P., a
            Texas limited partnership


         By:__________________________________________
         Its:____________________________________


BUYER:      POORE BROTHERS, INC.,
            a Delaware corporation


         By:__________________________________________
         Its:____________________________________



PRINCIPALS:


         _____________________________________________
                        Kevin Kohl

         _____________________________________________
                        Tom Bigham


                                       35
<PAGE>
                                LIST OF EXHIBITS


Exhibit A                           -       Excluded Assets
Exhibit B                           -       RESERVED
Exhibit C                           -       List of Personal Property
Exhibit D                           -       Contractual Rights
Exhibit E                           -       Intellectual Property
Exhibit F                           -       Allocation of Purchase Price
Exhibits G-1 and G-2                -       Employment Agreements
Exhibit H                           -       List of Suppliers and Customers
Exhibit I                           -       Description of Insurance Policies
Exhibit J                           -       Production Requirements
Exhibit K                           -       General Warranty Bill of Sale
Exhibit L                           -       General Warranty Assignment
Exhibit M                           -       Seller's Closing Certificate
Exhibit N                           -       Buyer's Closing Certificate
Exhibit O                           -       Stock Escrow Agreement



                                LIST OF SCHEDULES

Schedule 3.1.4             -        Stock Legend
Schedule 7.1               -        List of Equity Holders of Seller
Schedule 7.5               -        Existing Payables
Schedule 7.7               -        "Insider" Indebtedness and Obligations
Schedule 7.9               -        Interim Personnel Matters
Schedule 7.10              -        Litigation and Claims
Schedule 7.14              -        Intellectual Property Filings, Etc.
Schedule 7.17              -        Insurance Coverage Refusals
Schedule 9.9               -        Securities Representative Certificate

                                       36
<PAGE>
Exhibit O
                             STOCK ESCROW AGREEMENT

         This Stock Escrow Agreement (this  "Agreement) is made and entered into
as of the _____ day of November, 1998, by and among TEJAS PB DISTRIBUTING, INC.,
an Arizona corporation ("Buyer"),  TEJAS SNACKS, LP, a Texas limited partnership
("Seller"), and Everen Securities, Inc. (the "Escrow Agent").

                                   WITNESSETH:

         WHEREAS,  Buyer and  Seller  are  parties  to a certain  Agreement  for
Purchase  and Sale of Assets,  dated as of November  ____,  1998 (the  "Purchase
Agreement"), pursuant to which Buyer has agreed to deliver to the Escrow Agent a
certificate or certificates,  registered in the name of Seller, representing Two
Hundred  Sixty Seven  Thousand One Hundred Forty Three  (267,143)  shares of the
common stock, par value of $.01 (one cent) per share, of Poore Brothers, Inc., a
Delaware  corporation  (the "Poore  Brothers  Securities")  (such Poore Brothers
Securities and any  distributions  or dividends with respect  thereto,  together
with any interest or other income earned from  investment of any such dividends,
being referred to herein as the "Escrow Sum"), such Escrow Sum to be held by the
Escrow Agent,  and released to Seller and/or Buyer,  under the conditions and in
accordance with the terms hereof.

                                   AGREEMENTS:

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

                             ARTICLE I: ESCROW AGENT

         I.1 Appointment.  The Escrow Agent is hereby  appointed  depositary and
escrow agent for Buyer and Seller with  respect to the Escrow Sum.  Escrow Agent
is also  constituted an agent of Buyer to hold the Poore Brothers  Securities in
escrow and in pledge for the benefit of Buyer.  Seller  hereby grants a security
interest  in and to,  and  pledges,  the  Escrow  Sum to  Buyer  to  secure  the
obligations of Seller under and pursuant to the Purchase  Agreement,  including,
without  limitation,  the obligations of Seller referenced in Section 3.1 below,
and Escrow  Agent  hereby  accepts such  designation  as Buyer's  agent for that
purpose.

         I.2 Binding Obligations. Except for this Agreement, the Escrow Agent is
not a party to,  nor is it bound by, any  agreement  between  Buyer and  Seller.
Reference  in  this   Agreement  to  other   documents  or  instruments  is  for
identification  purposes only, and such reference shall not modify or affect the
terms hereof or cause such documents or  instruments  to be deemed  incorporated
herein.  The only duties and  responsibilities  of the Escrow  Agent shall be to
hold  the  Escrow  Sum as  Escrow  Agent  according  to the  provisions  of this
Agreement  and to dispose of and  deliver  the  Escrow Sum as  provided  in this
Agreement.

         I.3 Acts of Escrow  Agent.  The Escrow  Agent's  sole  responsibilities
shall  be  for  the  safekeeping  and  investment  of the  Escrow  Sum  and  the
disbursement  of the Escrow Sum and  interest

                                       37
<PAGE>
thereon in  accordance  with this  Agreement.  The Escrow  Agent's  authority is
limited to the express provisions of this Agreement,  and the Escrow Agent shall
not have any duties  other than those  expressly  set forth  herein.  The Escrow
Agent has no duty to determine or inquire into any  happening or  occurrence  or
any  performance or failure of performance of Buyer or Seller or any other party
with respect to their  agreements  or  arrangements  with each other or with any
other party other than those imposed by this Agreement or any other agreement to
which the Escrow Agent is a party in connection herewith. The Escrow Agent shall
not be liable for anything  which it may do or refrain from doing in  connection
with this  Agreement,  except its own negligence or misconduct or any failure to
carry out its duties  under this  Agreement.  The Escrow  Agent may confer  with
legal  counsel of its own choosing in the event of any dispute or question as to
the construction of any of the provisions  hereof, or its duties hereunder,  and
it shall incur no liability and shall be fully protected in acting in reasonable
reliance upon the opinions of such counsel.  The Escrow Agent may rely and shall
be  protected  in acting  upon any  documents  which may be  submitted  to it in
connection  with its duties  hereunder  and which he  reasonably  believes to be
genuine and to have been signed or presented by the proper party or parties, and
the Escrow Agent shall have no liability or  responsibility  with respect to the
form of execution or validity  thereof except as otherwise  herein  specifically
set forth.  The Escrow Agent is hereby  expressly  authorized to comply with and
obey any and all  orders,  judgments,  or decrees of any court  relating to this
Agreement,  the Escrow Sum, or the relationship between Buyer and Seller, and in
case the Escrow Agent obeys or complies with any such order, judgment, or decree
of any court, it shall not be liable to either Buyer or Seller,  or to any other
person, by reason of such compliance,  notwithstanding any such order, judgment,
or decree  being  subsequently  reversed,  modified,  annulled,  set  aside,  or
vacated,  or found to have been entered without  jurisdiction.  Buyer and Seller
agree  jointly and  severally to indemnify the Escrow Agent against any expenses
or liabilities, claims, losses, or damages incurred by the Escrow Agent that may
arise out of or in  connection  with the Escrow  Agent's  acting as Escrow Agent
under and in strict  compliance  with the terms of this Agreement or as a result
of any  litigation  or  threat  of any  litigation  in  connection  herewith  or
performance in accordance  herewith,  except in those instances where the Escrow
Agent has been guilty of negligence or other  misconduct or has otherwise  acted
inconsistently  with the  terms of this  Agreement  or  inconsistently  with the
obligations imposed upon the Escrow Agent by law.

         I.4  Adverse  Claims  or  Demands.  In the  event  of any  disagreement
resulting in adverse or  conflicting  claims or demands being made in connection
with the subject matter of this Agreement or upon the Escrow Agent,  causing the
Escrow Agent to have doubt as to what action it should take hereunder, or in the
event that the  Escrow  Agent,  in good  faith,  otherwise  has doubt as to what
action it should take hereunder,  the Escrow Agent may, at its option and in its
discretion,  petition  any  court  of  competent  jurisdiction  in the  State of
Arizona,  for  instructions  or interplead the funds or assets so held into such
court.  The parties  agree to the  jurisdiction  of such court,  waive  personal
service of process, and agree that service of process by certified or registered
mail, return receipt  requested,  to the address set forth in Section 5.1 hereof
shall  constitute  adequate  service.  The parties hereby agree to indemnify and
hold the Escrow Agent  harmless from any liability or losses  occasioned by such
interpleader  action or request for  instructions  and to pay any and all of its
costs,  expenses, and attorney's fees incurred in any such action and agree that
on upon entry of an order permitting interpleader and full compliance therewith,
the Escrow Agent, its servants,  agents, employees, or officers will be relieved
of further liability.

         I.5  Litigation.  The Escrow  Agent shall not be required to  institute
legal  proceedings  of any kind. In the event  litigation is instituted by Buyer
against Seller or by Seller against Buyer that: (a) requires  additional  duties
of the Escrow  Agent;  (b)  requires  court  appearances  by or on behalf of the

                                       38
<PAGE>
Escrow  Agent;  or (c)  requires  the  Escrow  Agent to incur  expenses  or make
disbursements in the resolution of contested claims against the Escrow Sum, then
the Escrow Agent shall be entitled to reimbursement for any reasonable  expenses
or disbursements,  and such reimbursement shall include,  but not be limited to,
the actual cost of legal  services if the Escrow  Agent  deems it  necessary  to
retain an attorney.

         I.6 Fees.  The fees and  expenses  of the  Escrow  Agent  shall be paid
one-half  (1/2) by Buyer and one-half  (1/2) by Seller from funds other than the
Escrow Sum.

                       ARTICLE II: DELIVERY OF SECURITIES

         The Escrow  Agent  hereby  acknowledges  receipt of the Poore  Brothers
Securities from Buyer.  The Escrow Agent further  acknowledges its acceptance of
the  authorization  herein  conferred  and agrees to carry out and  perform  the
duties contained herein pursuant to the provisions of this Agreement.

                          ARTICLE III: RELEASE OF FUNDS

         III.1 Release of Escrow Sum to Buyer. (A) If any time prior to November
3, 1999, Buyer learns of facts which lead Buyer to conclude that it may suffer a
loss for which Seller may be liable  pursuant to the provisions of Sections 12.2
or 13.2 of the Purchase  Agreement,  then Buyer shall promptly advise the Escrow
Agent and Seller of such claim  ("Claim") by delivering  written  notice thereof
(the "Notice of Claim") to the Escrow Agent and Seller. The Notice of Claim: (i)
shall state the claimed  nature of Seller's  alleged  liability;  and (ii) shall
state the  maximum  amount of the  payment  that Buyer  claims it is entitled to
receive from the Escrow Sum. Seller shall have thirty (30) days after receipt of
the  Notice  of Claim in which to advise  the  Escrow  Agent  and Buyer  that it
disputes the Claim by delivering written notice of Seller's dispute ("the Notice
of Dispute") to the Escrow Agent and to Buyer. The Notice of Dispute may contest
all or any  portion of the  Notice of Claim  based on a dispute  concerning  the
existence of a Claim,  Seller's liability or the estimated amount of the alleged
loss.

                  (B) If Seller fails to deliver a Notice of Dispute within such
thirty (30) day period,  Seller shall be deemed to have  acknowledged that Buyer
is  entitled  to payment as set forth in the Notice of Claim and shall be deemed
to have directed the Escrow Agent to disburse such payment (the "Claim Payment")
to Buyer in accordance  with the  provisions of Section 3.4. In the event Seller
timely  delivers the Notice of Dispute,  then the matter shall be  determined in
accordance with Section 5.9 of this Agreement.  In the event a Notice of Dispute
is timely  delivered,  then the  undisputed  portion of the  Claim,  if any (the
"Undisputed Claim Payment"),  shall be promptly disbursed to Buyer in accordance
with the  provisions  of  Section  3.4,  and only the sum that is  subject  to a
dispute shall be held by the Escrow Agent until the Claim is resolved; provided,
however,  that any Claim which is based upon the  assertion or threat of a third
party claim against Buyer shall be  conclusively  deemed to be resolved four (4)
years after the Notice of Claim is  delivered  unless  litigation,  arbitration,
assessment,  or some other formal  proceeding is commenced  against Buyer within
that four (4) year period.  If such a formal  proceeding is not commenced within
the four (4) year  period,  then the Claim shall be deemed  abandoned  and of no
further force and effect for purposes of this  Agreement.  In the event a formal
proceeding is commenced within the four (4) year period,  then the resolution of
the Claim will occur only upon the resolution of such proceeding and any related
appellate proceedings.

                                       39
<PAGE>
                  (C) Subject to Seller's  right to dispute a Claim as set forth
above, once a Notice of Claim is delivered to the Escrow Agent, the Escrow Agent
shall not permit the Escrow Sum to be reduced by disbursement to Seller pursuant
to  Section  3.2 to an amount  which is less than the  amount of the Claim  (the
Poore  Brothers  Securities  then held by the Escrow  Agent being valued for the
purpose of any such determination  based on the closing price per share of Poore
Brothers,  Inc.  stock on the last  trading  day  before  the date for which the
valuation  is being  determined,  as reported in the Wall  Street  Journal  (the
"Valuation  Price")).  Furthermore,  if the amount of any Claim or the aggregate
amount of any Claims  should ever exceed the amount of the Escrow Sum (the Poore
Brothers Securities then held by the Escrow Agent being valued for such purposes
based on the  Valuation  Price),  then no  portion  of the  Escrow  Sum shall be
disbursed pursuant to Section 3.2 during such time that such a deficit exists.

         III.2  Release of  Remainder  of Escrow Sum.  On November 4, 1999,  the
Escrow Agent shall irrevocably and unconditionally disburse to Seller the Escrow
Sum in excess of the amount of any Claims  previously paid pursuant to the terms
of this  Agreement  and the  Purchase  Agreement  and of the  amount of any then
existing  Claim or Claims.  The  remainder  of the Escrow Sum, if any,  shall be
irrevocably and unconditionally  disbursed to Seller (or Buyer, if appropriate),
in one or more disbursements, upon final resolution of all Claims involving such
funds.

         III.3 Delivery. Unless delivery is made in person at the Escrow Agent's
office or unless the Escrow Agent is properly  instructed in writing by Buyer or
Seller,  as the case may be, to make delivery in such other  manner,  the Escrow
Agent shall be deemed to have properly delivered to Buyer or Seller, as the case
may be, such funds as Buyer or Seller is entitled to receive,  upon  placing the
same in the United States Mail in a suitable package or envelope,  registered or
certified mail,  return receipt  requested,  postage  prepaid,  addressed to the
address  referred  to in  Section  5.1  hereof or such  other  address as may be
furnished to the Escrow Agent in writing.

         III.4  Treatment of Poore  Brothers  Securities.  In the event that the
Escrow Agent is required to make a Claim Payment or an Undisputed  Claim Payment
pursuant to the provisions of Section 3.1 at a time when a portion of the Escrow
Sum is composed of Poore Brothers Securities, the Escrow Agent shall: (i) first,
transfer  to Buyer such  number of shares of the Poore  Brothers  Securities  as
shall be  necessary  to satisfy the amount of such Claim  Payment or  Undisputed
Claim Payment  (such Poore  Brothers  Securities  being valued for such purposes
based on the  Valuation  Price on the date  transferred);  and (ii) then, if any
balance  remains to be paid,  disburse  to Buyer an  appropriate  portion of the
Escrow Sum not represented by Poore Brothers Securities.

                       ARTICLE IV: INVESTMENT AND INTEREST

         IV.1  Investment.  At  Seller's  written  direction  and  with  Buyer's
countersignature,  the Escrow  Agent shall invest the Escrow Sum (other than the
Poore Brothers Securities) in interest-bearing, federally insured bank accounts,
money market funds or instruments,  government securities, financial institution
obligations,  or similar  instruments.  All investments in obligations which are
not direct obligations of the United States must be rated AI or PI by Moody's or
Standard & Poor's,  and must have a maturity of one (1) year or less. The Escrow
Agent  shall  not be liable to Buyer or  Seller  for any  claim  related  to the
investment  or  management  of the Escrow Sum,  provided  that the Escrow  Agent
compiles  strictly  with the  provisions  of this  Section 4.1 and Section  4.3.
Disbursement  by the Escrow Agent of the Escrow Sum shall be made in  accordance
with  and at the  time  or  times  specified  in  Sections  3.1  and 3.2 of this
Agreement.

                                       40
<PAGE>
         IV.2 Interest and Other Income.  Any  distributions  or dividends  with
respect to the Poore Brothers Securities or any other investments or instruments
held in  escrow  from  time to time,  together  with the  proceeds  of any sale,
transfer,  or other disposition  thereof and any interest or other income earned
from  investment  of any such  proceeds,  during  the  period  of  these  escrow
arrangements  shall accrue and be held by the Escrow Agent as part of the Escrow
Sum.

         IV.3  Investment  Instructions.  Seller  shall  direct the Escrow Agent
regarding the  investment of the Escrow Sum pursuant to Section 4.1.  Seller and
Buyer,  and not Escrow  Agent,  shall be solely  responsible  for  following the
guidelines  for  investments  set  forth  in  Section  4.1,  including,  without
limitation,  investigating and satisfying  themselves regarding the liquidity of
the firms and/or institutions with which the Escrow Sum is to be placed.  Seller
shall deliver to Escrow Agent the name(s), address(es), and contact person(s) of
the firm(s)  and/or  banking  institution(s)  with which the Escrow Sum is to be
placed, together with a description of the type of investment to be made. Unless
otherwise  explicitly  stated by Seller in the  written  instructions  to Escrow
Agent,  at no time will any investment of the Escrow Sum or any portion  thereof
(other  than the Poore  Brothers  Securities  and any direct  obligation  of the
United States) exceed one (1) year in duration,  nor will any such investment be
subject to automatic renewal.

                            ARTICLE V: MISCELLANEOUS

         V.1 Notices.  Any notice or consent  pursuant to or in connection  with
this Agreement  shall be in writing and shaLl be deemed to be delivered (a) upon
receipt, if personally delivered or delivered by reputable overnight courier, or
(b) at the close of business on the second  business day next  following the day
when placed in the United States mail postage prepaid,  certified or registered,
addressed to the appropriate party or par-ties,  at the address stated below (or
at such other address as such party may designate by written notice to all other
parties), with a copy thereof sent to the persons indicated:

             If to Seller:         Tejas Snacks, L.P.
                                   Attn: Mr. Tom Bigham
                                   Route 1, Box 66A
                                   Brookshire, Texas 77423

             With copy to:         Stumpf Falgout Craddock & Massey
                                   Attn:  Michael B. Massey, Esq.
                                   1400 Post Oak Blvd., #400
                                   Houston, Texas  77056

             If to Buyer:          Poore Brothers, Inc.
                                   Attn: Mr. Eric Kufel
                                   3500 South La Cometa
                                   Goodyear, Arizona 85338

             With copy to:         Mariscal, Weeks, McIntyre & Friedlander, P.A.
                                   Attn:  Fred C. Fathe, Esq.
                                   2901 North Central Ave., #200
                                   Phoenix, Arizona 85012

                                       41
<PAGE>
             If to Escrow Agent:   Everen Securities, Inc.
                                   Attn.  Mr. Larry C. Bain, Managing Director
                                   77 West Wacker Drive
                                   Chicago, IL 60601-1694

         V.2 Entire  Agreement,  Amendment.  Except as otherwise  expressly  set
forth herein,  this Agreement  contains the entire  agreement  among the parties
with respect to the subject matter hereof, and no representations,  inducements,
promises, or agreements,  oral or otherwise, not embodied herein shall be of any
force or effect. This Agreement may be amended,  modified, or supplemented,  and
waivers or consents to departures from the provisions  hereof may be given, only
pursuant to a written  instrument signed by Buyer and Seller,  and, if, but only
if, the rights and  responsibilities  of the Escrow  Agent are  modified by such
amendment, modification, or supplement, by the Escrow Agent.

         V.3 Parties Bound. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective  successors,  assigns,
and other legal representatives.

         V.4 Multiple  Counterparts.  This Agreement may be executed in a number
of identical  counterparts and it shall not be necessary for each of the parties
to execute each of such counterparts,  but when all of the parties have executed
and delivered one or more of such  counterparts,  the several parts,  when taken
together, shall be deemed to constitute one and the same instrument, enforceable
against each in accordance with its terms. In making proof of this Agreement, it
shall not be necessary to produce or account for more than one such  counterpart
executed by the party against whom enforcement of this Agreement is sought.

         V.5 Headings.  The headings in tills  Agreement are for  convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         V.6 Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Arizona,  without regard to principles
of conflicts or choice of law. Any action or  arbitration  brought to enforce or
construe  this  Agreement  or to  declare  the  rights of the  parties  shall be
commenced and maintained in an  appropriate  state or federal court or before an
appropriate arbitrator in Phoenix,  Arizona, and each party irrevocably consents
to exclusive jurisdiction and venue in such forum for such purposes.

         V.7  Severability.  If any  provision  of this  Agreement is held to be
illegal invalid,  or unenforceable under present or future laws effective during
the term of this  Agreement,  such  provision  shall be  fully  severable;  this
Agreement  shall be  construed  and  enforced as if such  illegal,  invalid,  or
unenforceable  provision had never comprised a part of this  Agreement;  and the
remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal,  invalid, or unenforceable provision or by
its severance from this  Agreement.  Furthermore,  in lieu of each such illegal,
invalid,  or unenforceable  provision,  there shall be added  automatically as a
part of this Agreement a provision as similar in terms to such illegal, invalid,
or  unenforceable  provision  as  may  be  possible  and be  legal,  valid,  and
enforceable, and this Agreement shall be reformed accordingly.

                                       42
<PAGE>
         V.8 Legal Fees and Costs.  In the event Buyer or Seller elects to incur
legal  expenses in connection  with any  arbitration or litigation to enforce or
interpret  any  provision  of this  Agreement  or to  declare  the rights of the
parties under this Agreement,  the prevailing  party will be entitled to recover
such legal expenses,  including  attorney's fees, expert witness fees, paralegal
expenses, costs and necessary disbursements,  in addition to any other relief to
which such party shall be entitled.

         V.9  Arbitration.  In the event of a dispute  between  Buyer and Seller
arising out of or related to this  Agreement,  Buyer and Seller agree to utilize
the procedures  specified in Section 15.18 of the Purchase  Agreement to resolve
such dispute.

         V.10 Resignation and  Termination.  The Escrow Agent may resign as such
by  delivering  written  notice to that effect at least sixty (60) days prior to
the effective date of such  resignation to Seller and Buyer.  Upon expiration of
such sixty (60) day notice  period,  the Escrow Agent may deliver the portion of
the Escrow  Sum  remaining  it its  possession  to any  successor  Escrow  Agent
appointed by Seller and Buyer  pursuant to this Section 5.10, or if no successor
Escrow  Agent has been  appointed,  to any court of  competent  jurisdiction  in
Phoenix,  Arizona, or in accordance with the joint written instructions of Buyer
and Seller.  Seller and Buyer,  acting  jointly,  may terminate the Escrow Agent
from its position as such by delivering  to the Escrow Agent  written  notice to
that effect  executed by Seller and Buyer at least thirty (30) days prior to the
effective  date  of such  termination.  In the  event  of  such  resignation  or
termination of the Escrow Agent, a successor  Escrow Agent shall be appointed by
mutual  agreement  between Seller and Buyer,  and the Escrow Agent shall deliver
the portion of the Escrow Sum  remaining  in its  possession  to such  successor
escrow  agent.  From and after  the  appointment  of a  successor  Escrow  Agent
pursuant to this Section 5.10, all  references  herein to the Escrow Agent shall
be deemed to be to such successor Escrow Agent. The delivery by the Escrow Agent
of the Escrow Sum  hereunder in accordance  with the  provisions of this Section
5.10 shall  constitute a full and  sufficient  discharge and  acquittance of the
Escrow  Agent in respect to such sums  delivered,  and the Escrow Agent shall be
entitled to receive releases and discharges  therefor.  The indemnities in favor
of the Escrow Agent contained in this Agreement and the obligations of Buyer and
Seller  under  Section  1.6 hereof  shall  survive for the benefit of the Escrow
Agent after any resignation or termination.

         V.11  Non-Assignment.  The  duties,  responsibilities,  interests,  and
rights of the parses under this Agreement are non-transferable and nonassignable
(without the express written consent of Buyer and Seller),  and any purported or
attempted  transfer or assignment in violation of this  provision  shall be void
and shall vest no rights in the purported transferee or assignee.

         IN WITNESS THEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

SELLER:                          TEJAS SNACKS, L.P., a Texas limited partnership

                                 By:   D.T.M.E.S., a Texas corporation, its duly
                                       authorized General Partner


                                 By:____________________________________
                                       Tom Bigham, President

                                       43
<PAGE>
BUYER:                           TEJAS PB DISTRIBUTING, INC., an Arizona
                                 corporation


                                 By:____________________________________
                                       Thomas W. Freeze, Vice President
                                       and Chief Financial Officer


ESCROW AGENT:                    Everen Securities, Inc.


                                 By:_______________________________________
                                       Larry C. Bain, Managing Director

                                       44

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