AND CONSULTING AND NON-DISCLOSURE AGREEMENT

 FORM OF COVENANT NOT TO COMPETE
           AND CONSULTING AND NON-DISCLOSURE AGREEMENT

PARTIES:  _______________ ("Employee")

          Americold Corporation, an Oregon corporation, and its
          divisions, subsidiaries and affiliates ("Americold")

DATE:                 , 1995

RECITALS:

A.   This Covenant Not to Compete and Consulting and Non-
     Disclosure Agreement ("Agreement") is executed concurrently
     with an Employment Agreement between Americold and Employee
     of this same date (the "Employment Agreement").

B.   Over the course of Employee's employment with Americold,
     Employee will be and has been exposed to and/or in a
     position to generate confidential information including but
     not limited to confidential techniques, methods, styles,
     designs and design concepts, developments, customer lists,
     vendor lists, pricing information, business plans, marketing
     plans, sales information, methods of operation, knowledge
     and data relating to processes, products and machines.  It
     is anticipated that Employee will continue to be exposed to
     confidential information, will be exposed to more
     confidential information and to confidential information of
     greater sensitivity as Employee advances in the company.  
     This confidential information is information peculiar to
     Americold's business.  The nature of Americold's business is
     highly competitive, and disclosure of any confidential
     information would result in severe damage to Americold and
     be difficult to measure.

C.   Americold makes use of the confidential information
     described in paragraph B above throughout the United States. 
     This confidential information of Americold can be used to
     Americold's detriment anywhere in the United States.

D.   The provisions of this Agreement are reasonable.

AGREEMENTS:

     1.   Consulting Services.  In consideration of Employee's
covenant set forth in paragraph 2 hereof, Americold agrees that,
unless Employee's employment is terminated (i) due to his death
or disability, (ii) by Americold "for cause" or "without cause,"
or (iii) by Employee without "good reason" (as such terms are
defined in paragraph 7 of the Employment Agreement), it shall
retain the services of Employee as a consultant to Americold, and
Employee agrees to provide such consulting services, for a period
of 24 months, commencing on the date Employee's employment
terminates; provided that Americold may elect at its sole
discretion to retain Employee for such consulting services if it
terminates Employee for cause or Employee terminates employment
without good reason, in which event Employee shall be obligated
to provide such consulting services.

     2.   Covenant Not to Compete.  During the period of time
Employee is employed by Americold, under the terms of any
employment contract or otherwise, and (i) for 24 months
thereafter or until July 31, 2000, whichever occurs first, if
Americold terminates Employee "for cause" (as defined in
paragraph 7 of the Employment Agreement), or (ii) for 12 months
thereafter or until July 31, 2000, whichever occurs first, if
Employee terminates employment with or without "good reason" (as
defined in paragraph 7 of the Employment Agreement), Employee
will not, directly or indirectly, own, manage, operate, join,
control, or participate in the ownership, management, operation
or control of, or be employed by or connected in any manner with,
any business engaged anywhere in the United States in the public
refrigerated warehouse business or any other business which
directly competes with Americold or any of its subsidiaries or
affiliated corporations; provided that ownership of less than 1
percent of the outstanding stock of a publicly traded corporation
shall not be deemed to be a violation of this paragraph 2.

     3.   Consideration.  The covenant not to compete described
above is necessary to and part of the consideration for
Americold's agreement to provide Employee all the benefits and
terms set forth in this Agreement and the Employment Agreement
and to retain Employee as a consultant and to pay Employee either
(i) a monthly payment payable on the first day of each month
equal to Employee's last monthly salary for the 24-month period
after termination of employment, if Employee terminates
employment for "good reason;" (ii) a monthly payment payable on
the first day of each month equal to Employee's last monthly
salary for the 12-month period after termination of employment or
until Employee finds alternative employment consistent with the
obligations of this Agreement, whichever occurs first, if
Employee terminates employment without "good reason;" or (iii) in
any other case, including, without limitation, termination
without cause, in which Americold elects to retain Employee for
consulting services pursuant to paragraph 1 above, an hourly
payment for consulting duties as provided in paragraph 4 below. 
Such monthly payments, where applicable, shall be the same as and
shall not be in addition to the payments provided in paragraph 7
of the Employment Agreement upon termination of Employee's
employment.

     4.   Payment Upon Termination Without Cause.  As part of the
consideration for Employee's agreement to enter into the covenant
not to compete described above, Americold agrees that, so long as
this Agreement remains in effect.  If Americold terminates
Employee "without cause" (as defined in paragraph 7 of the
Employment Agreement) at any time upon or after the expiration of
the Employment Agreement, Americold shall pay Employee a monthly
payment and to Employee's last monthly payment for 24 months
after termination of employment, payable on the first day of each
month, with no further obligation by employee to satisfy the non-
compete consulting provisions set forth in this Agreement.

     5.   Consulting Duties.  Except as otherwise provided in
paragraph 1, Employee agrees to make himself available to
Americold as a consultant at reasonable times and upon reasonable
notice.  So long as Employee is entitled to receive monthly
payments as provided in paragraph 3 above, Employee shall not be
entitled to any other compensation for his consulting work.  In
the event Employee performs consulting work for Americold during
a month in which he is not receiving such monthly payments,
Americold shall pay Employee at the rate of $225 per hour within
30 days after receipt from Employee of a statement for consulting
services rendered.  At all times, Americold shall reimburse
Employee his reasonable expenses incurred as a consultant for
Americold, in accordance with its applicable policies and
practices.

     6.   Other Services.  Nothing in this covenant shall
preclude Employee from rendering services to any other person or
entity during the consulting period or during any period in which
this covenant is otherwise in effect.  So long as those services
are not otherwise expressly prohibited by the terms and
conditions hereof (including, without limitation, paragraph 2 or
paragraph 8).  If Employee does render any such permissible
services to any third party, the obligations of Americold to
Employee hereunder shall not be reduced, mitigated or otherwise
offset by any compensation received thereby.

     7.   Lesser Restrictions.  Should any of the terms of
paragraph 2, above, be found unreasonable or invalid by any court
of competent jurisdiction, the parties agree to accept as
binding, in lieu thereof, the maximum terms enforceable by law.

     8.   Extension of Time.  The covenant not to compete
described in paragraph 2, above, shall be extended by a time
period equal to any time consumed in enforcement of the
obligations hereunder during which Employee engaged in activities
violating the covenant not to compete.

          9.   Non-Disclosure Agreement.  During the period of
employment by Americold and forever thereafter, Employee will
hold in confidence all information of a confidential nature,
including but not limited to the information described in Recital
B (all of which information of a confidential nature shall
hereinafter be referred to as "Confidential Information"), and
will not, at any time, directly or indirectly, use any
Confidential Information for any purpose outside the scope of
Employee's employment with Americold or disclose any Confidential
Information to any person or organization without the prior
written consent of Americold.  Specifically, but not by way of
limitation, Employee shall not ever copy, transmit, reproduce,
summarize, quote, publish or make any commercial or other use
whatsoever of any Confidential Information without the prior
written consent of Americold.

     10.  Return of Confidential Documents.  Except to the extent
Americold expressly agrees otherwise in writing, upon termination
of Employee's employment and upon written request by Americold at
any other time, Employee shall return to Americold all documents,
records, notebooks and other similar repositories of or
containing Confidential Information, including all copies
thereof, then in Employee's possession, whether prepared by
Employee or others, and deliver to Americold any and all other
Confidential Information, in whatever form, that may be in
Employee's possession or under Employee's control.

     11.  Unauthorized Use.  During the period of employment with
Americold and thereafter, Employee shall notify Americold
immediately of the unauthorized possession, use or knowledge of
any Confidential Information by any person employed or not
employed by Americold at the time of such possession, use or
knowledge.  Employee shall promptly furnish details of such
possession, use or knowledge to Americold, will assist in
preventing the reoccurrence of such possession, use or knowledge,
and shall cooperate with Americold in any litigation against
third parties deemed necessary by Americold to protect the
Confidential Information.  Employee's compliance with this
paragraph shall not be construed in any way as a waiver of any of
Americold's rights or remedies against Employee arising out of or
related to such unauthorized possession, use or knowledge.

     12.  Injunctive Relief.  The remedy at law for any breach of
this Agreement will be inadequate.  It is reasonable to require
that Employee not compete with Americold in order to protect
Americold from unfair use of the Confidential Information. 
Americold shall be entitled to injunctive relief in addition to
any other remedy it may have.  A breach of this Agreement during
the period of Employee's employment with Americold shall be
considered a breach of the terms of that employment, and
Americold shall have the right to terminate Employee's employment
in addition to any other rights or remedies Americold may have.

     13.  Waiver, Amendment, Modification or Cancellation.  No
waiver, amendment, modification or cancellation of any term or
condition of this Agreement shall be effective unless executed in
writing by the party charged therewith.  No written waiver shall
excuse the performance of any act other than the act or acts
specifically referred to therein.

     14.  Applicable Law/Jurisdiction/Venue.  This Agreement and
Employee's obligations hereunder shall be construed according to
the laws of the state of Oregon and Employee hereby submits to
the jurisdiction of the courts of the state of Oregon and waives
application of any foreign law relating to this Agreement and
Employee's employment by Americold.  Any suit or action of any
kind relating to this Agreement or the subject matter hereof
shall be brought in a court located in Multnomah County, Oregon.

Employee                                Americold Corporation

                              By                                
                              Title                             

SCHEDULE TO EXHIBIT 10.3

Form of Covenant Not to Compete and Consulting and Non-Disclosure
Agreement

     The Covenant Not to Compete and Consulting and Non-
Disclosure Agreements between Americold Corporation and the
employees named below (the "Agreements") are identical in all
material respects other than with respect to the date of each
Agreement and the duration of the covenant not to compete as 
described in Section 2 of the Agreement, which are as follows for
each employee:

                         Date of             Duration of Covenant
Employee                 Agreement           Not to Compete      
     
Ronald H. Dykehouse      November 1, 1995    Agrees not to compete
                                             with Americold
                                             Corporation during
                                             duration of employment,
                                             whether under an
                                             employment agreement or
                                             otherwise; and for 24
                                             months thereafter or
                                             October 31, 2000,
                                             whichever occurs first. 

Joel M. Smith            August 1, 1995      Agrees not to compete
                                             with Americold
                                             Corporation during
                                             duration of employment,
                                             whether under an
                                             employment agreement or
                                             otherwise; and for 12
                                             months thereafter
                                             (unless terminated for
                                             cause, in which case 24
                                             months) or until July
                                             31, 2000, whichever
                                             occurs first.

John P. LeNeveu          August 1, 1995      Same as above

F. Stanley Sena          August 1, 1995      Same as above

J. Roy Coxe              August 1, 1995      Same as above

 

Basic Info X:

Name: AND CONSULTING AND NON-DISCLOSURE AGREEMENT
Type: Non-Disclosure Agreement
Date: Jan. 16, 1996
Company: AMERICOLD CORP /OR/
State: Oregon

Other info:

Date:

  • November 1 , 1995
  • October 31 , 2000
  • July 31 , 2000
  • August 1 , 1995

Organization:

  • Termination Without Cause
  • Americold Corporation By Title
  • Covenant Not to Compete and Consulting
  • F. Stanley Sena

Location:

  • United States
  • Multnomah County
  • Oregon

Money:

  • $ 225

Person:

  • Ronald H. Dykehouse
  • Joel M. Smith
  • John P. LeNeveu
  • J. Roy Coxe

Percent:

  • 1 percent