BILL OF SALE AGREEMENT

 Exhibit 10.30
                             BILL OF SALE AGREEMENT

For value received,  CoBank, ACB ("CoBank"),  as secured party and pursuant to a
UCC private  sale of  foreclosure,  does  hereby  sell and  transfer to Agrilink
Foods,  Inc.  ("Agrilink"),  the  following  described  personal  property of PF
Acquisition II, Inc. d/b/a AgriFrozen Foods ("AgriFrozen"):

     (a)  All frozen vegetable inventories and related supplies, ingredients and
          packaging   materials,   including  without   limitation,   seed,  raw
          materials,   work  in  process,   bulk  goods,   finished   goods  and
          merchandise,  as such  inventories  were determined from  AgriFrozen's
          accounting  records as of 12:01 a.m. Pacific Time on January 28, 2001,
          and with respect to any of such  inventories that have been sold after
          the  above  time  and  date,  all  proceeds  from  the  sale  of  such
          inventories  (including accounts and other payment rights arising from
          the sale of such inventories); and

     (b)  to the extent subject to CoBank's  security  interest,  all claims and
          causes  of  action  against  Pro-Fac  Cooperative,  Inc.,  a New  York
          cooperative corporation  ("Pro-Fac"),  arising under the Marketing and
          Facilitation   Agreement   dated  as  of  February  22,  1999  between
          AgriFrozen and Pro-Fac in respect of any  over-payments  by AgriFrozen
          to Pro-Fac  pertaining to the 1999 or 2000 crop seasons  (collectively
          "Property").

The above  described  Property  has been sold by CoBank in the  exercise  of its
rights as a secured party under a security agreement made by AgriFrozen in favor
of CoBank.  CoBank is neither a manufacturer  nor  distributor of, nor dealer or
merchant in, said Property.

Agrilink and CoBank agree as follows:

     1.   Agrilink  promises  to pay CoBank the  amount of  $31,603,880.00  (the
          "Purchase Price") for the Property described above. The Purchase Price
          is payable in two installments:

               (a)  $10,000,000 is due and payable on April 1, 2001; and

               (b)  the balance is due and payable on August 1, 2001.

     2.   Agrilink's  obligation  to pay the  Purchase  Price  will  not  accrue
          interest except as follows:  (i) if AgriFrozen defaults in whole or in
          part in its obligation to pay to CoBank the amount of $3,896,120.00 on
          or before

          April 1, 2001,  as required by Section 3(b) of that  certain  Default,
          Foreclosure, Forbearance and Use of Cash Collateral Agreement dated as
          of even date herewith  (the  "Forbearance  Agreement")  by and between
          AgriFrozen  and CoBank,  or (ii) if Agrilink fails to pay the Purchase
          Price at the times and in the amounts set forth in paragraphs 1(a) and
          1(b)  above.  On the  date of such an  event of  default,  the  unpaid
          portion of the  Purchase  Price shall begin  accruing  interest at the
          rate of 12% per annum  based on a year  consisting  of 360 days  until
          paid in full. In addition,  such failure to pay (by either  AgriFrozen
          or Agrilink)  shall  constitute a material event of default  hereunder
          giving  CoBank  the right to demand  immediate  payment in full of the
          unpaid  portion  of the  Purchase  Price.  If  CoBank  incurs  fees or
          expenses to enforce this Bill of Sale Agreement,  including collecting
          on the purchase  obligations  of Agrilink,  Agrilink  shall  reimburse
          CoBank  for  all of  CoBank's  reasonable  out  of  pocket  costs  and
          expenses,  including  without  limitation,  reasonable  costs of legal
          counsel.

     3.   CoBank agrees to bear the initial cost of any requirement of providing
          a bond or other  surety  that may be  required  by the Marion  County,
          Oregon Circuit Court in the pending Oregon producer lien action,  Stan
          Siefer,  et al. v. AgriFrozen Foods, et al. in order to allow the sale
          provided  for  hereby,  it being  understood  and agreed  that  CoBank
          specifically  reserves  and  shall  not be  deemed  to have  waived or
          released  any  claims  against  any  persons  or  entities,  including
          AgriFrozen and Agrilink,  for any damages that CoBank may sustain as a
          result of plaintiffs' assertion of such producer lien.

     4.   If  AgriFrozen  is in default  under the  Forbearance  Agreement or if
          Agrilink is in default  hereunder,  Agrilink  acknowledges  and agrees
          that CoBank may deny  Agrilink  from further  access to the  Mortgaged
          Collateral  and  Equipment   (each  as  defined  in  the   Forbearance
          Agreement),  as well as to any other AgriFrozen property subject to or
          being  used  pursuant  to the  Service  Agreement  (as  defined in the
          Forbearance  Agreement) and CoBank shall have no liability to Agrilink
          other  than  to  store  and  turn  over  such  inventory  Property  at
          Agrilink's expense.

CoBank  makes no warranty of title,  enforceability  or  collectability  of said
Property and no warranty  that said Property is free of liens or claims in favor
of others except those producer liens referred to in paragraph 3 above and those
liens that may be junior in priority  to CoBank's  liens.  In  addition,  CoBank
makes no warranty of merchantability in respect to said Property, which

Property  is sold  in an "AS IS,  WHERE  IS"  condition,  with  all  faults.  By
acceptance of delivery of said Property, Agrilink affirms that it has not relied
on  CoBank's  skill or  judgment  to select or  furnish  said  Property  for any
particular purpose,  and that CoBank makes no warranty that said Property is fit
for any particular  purpose and that there are no representations or warranties,
expressed,  implied or  statutory,  that extend beyond the  description  of said
Property  above set forth.  The sale herein of the inventory  Property is a sale
for  resale.  Sale taxes or the like,  if any,  shall be the  responsibility  of
Agrilink.

This is a final and exclusive expression of the agreement of CoBank and Agrilink
and no course of  dealing  or usage of trade or course of  performance  shall be
relevant to explain or supplement any term expressed in this agreement.

By acceptance of delivery of said Property,  Agrilink acknowledges that Agrilink
has either examined said Property, and the books and records relating thereto as
fully as desired, or has been given the opportunity for such examination and has
refused to make such examination.

IN WITNESS  WHEREOF,  CoBANK,  ACB and AGRILINK  FOODS,  INC. have executed this
instrument this 16th day of February, 2001.

                             CoBANK, ACB

                             By:  /s/Robert E. Satrom
                                  ----------------------------------
                             Its: Senior Vice President
                                  ----------------------------------

                             AGRILINK FOODS, INC.

                             By:  /s/Earl L. Powers
                                  ----------------------------------
                             Its: Executive Vice President, Finance
                                  ---------------------------------- 

Basic Info:

Name: BILL OF SALE AGREEMENT
Type: Bill of Sale Agreement
Date: May 4, 2001
Company: PRO-FAC COOPERATIVE INC
State:

Other info: