DIVERSIFIED FOOD GROUP INC S-1

S-1

FORM S-1

EX-3.1

FORM OF CERTIFICATE OF INCORPORATION

EX-3.2

FORM OF BY-LAWS

EX-10.1

ASSET PURCHASE AGREEMENT DATED 10/9/1997

EX-10.2

STOCK PURCHASE AGREEMENT DATED 2/23/1998

EX-10.3

FORM OF INDEMNIFICATION AGREEMENT

EX-10.4

1998 EMPLOYEE STOCK OPTION PLAN

EX-10.5

NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

EX-10.6

CREDIT AGREEMENT DATED 10/16/1997

EX-10.7

TERM LOAN AGREEMENT DATED 10/23/1997

EX-10.8

REGISTRATION RIGHTS AGREEMENT DATED 10/23/1997

EX-10.9

OWNERSHIP INTEREST PURCHASE WARRANT DTD 10/23/1997

EX-10.10

OWNERSHIP INTEREST PURCHASE WARRANT DTD 10/23/1997

EX-10.11

OWNERSHIP INTEREST PURCHASE DTD 2/27/1998

EX-21

SUBSIDIARIES OF THE REGISTRANT

EX-23.1

CONSENT OF BDO SEIDMAN

EX-23.2

CONSENT OF BDO SEIDMAN - COHEN

EX-23.3

CONSENT OF FISHMAN OSTROFF RUCHOWITZ HAUSMAN

EX-23.4

CONSENT OF WEAVER AND TIDWELL LLP

EX-23.5

CONSENT OF ALTSCHULER, MELVOIN AND GLASSER LLP

EX-27

FINANCIAL DATA SCHEDULE