SC TO-T

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

OPTA FOOD INGREDIENTS, INC.

(Name of Subject Company)

STAKE ACQUISITION CORP. (OFFEROR)

STAKE TECHNOLOGY LTD. (AFFILIATE OF OFFEROR)

(Names of Filing Persons)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

68381N105

(Cusip Number of Class of Securities)

JEREMY N. KENDALL, CHAIRMAN & CHIEF EXECUTIVE OFFICER

Stake Technology Ltd.

2838 Highway 7

Norval, Ontario L0P 1K0

Phone: 905-455-1990

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Filing Persons)

A COPY TO:

DUNNINGTON, BARTHOLOW & MILLER LLP

Attention: Robert T. Lincoln, Esq.

666 Third Avenue

New York, New York 10017

CALCULATION OF FILING FEE

TRANSACTION VALUATION* $28,007,598 AMOUNT OF FILING FEE $5,602.00

* Estimated for purposes of calculating the amount of the filing fee only. The filing fee is calculated by (i) multiplying $2.50, the per share tender offer price by, 10,887,577 being the number of shares of Common Stock, par value $0.01 per share of Opta Food Ingredients, Inc. sought in the Offer, plus (ii) payments to holders of options that are, or will become, vested and exercisable with an exercise price of less than $2.50. The amount payable to option holders is equal to the difference between (a) $2.50 and (b) the applicable exercise price, based on 751,100 outstanding options with an average weighted exercise price of $1.459 per share. The amount of the filing fee calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934 equals 1/50th of one percent of the value of the transaction.

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable.	Filing Party: Not applicable.
Form or Registration No.: Not applicable.	Date Filed: Not applicable

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1

¨ issuer tender offer subject to Rule 13e-4

¨ going-private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

Page 1 of 7 Pages

Exhibit Index begins on Page 7

SCHEDULE TO

This Tender Offer Statement on Schedule TO (this “Statement”) is filed by Stake Acquisition Corp., a Delaware corporation (“Purchaser”) and Stake Technology Ltd., a corporation organized under the laws of Canada (“Stake”). This Statement relates to the offer by Purchaser to purchase all of the issued and outstanding common stock, par value $0.01 per share (the “Company Common Stock”) of Opta Food Ingredients, Inc., a Delaware corporation (the “Company”), (all of the shares of Company Common Stock the “Shares”) at a price of $2.50 per share of Company Common Stock or such higher price as may be paid in the Offer (the “Per Share Amount”), net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 4, 2002 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(2) (which, as amended or supplemented from time to time, together constitute the “Offer”).

Purchaser is a wholly owned subsidiary of Stake and was formed solely to effect the Offer and the transactions contemplated thereby.

ITEM 1.    SUMMARY TERM SHEET

The information set forth in the “Summary of Offer” of the Offer to Purchase is incorporated herein by reference.

ITEM 2.    SUBJECT COMPANY INFORMATION

(a)  The name of the subject company is Opta Food Ingredients, Inc., and the address of its principal executive offices is 25 Wiggins Avenue, Bedford, MA 01730. The telephone number of the Company at such location is (781) 276-5100.

(b)  As of October 25, 2002, there were 10,887,577 shares of Company Common Stock issued and outstanding. Purchaser is seeking to purchase all of such Shares at a purchase price of $2.50 per Share, net to the seller in cash.

(c)  The Company’s Common Stock is traded on the Nasdaq Stock Market. The information set forth in “Section 6—Price Range of the Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.

ITEM 3.    IDENTITY AND BACKGROUND OF FILING PERSON

(a)-(c)(1), (c)(2) & (c)(5)  This Statement is being filed by Purchaser and Stake. The information set forth in the “INTRODUCTION” and “Section 9—Certain Information Concerning Purchaser and Stake” of the Offer to Purchase is incorporated herein by reference. The name, business address, present principal occupation or employment, the material occupations, positions, offices or employments for the past five years and citizenship of each director and executive officer of Purchaser and Stake, and the name of any corporation or other organization in which such occupations, positions, offices and employments are or were carried on are set forth in Schedule I to the Offer to Purchase and incorporated herein by reference.

(c)(3) & (c)(4)  None of Purchaser, Stake nor, to the best knowledge of Purchaser and Stake, any of the persons or entities listed in Schedule I to the Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws.

2

ITEM 4.    TERMS OF THE TRANSACTION

(a)(1) & (a)(2)  The information set forth in the “Summary of the Offer”, “INTRODUCTION”, “Section 1—Terms of the Offer”, “Section 2—Acceptance for Payment and Payment for Shares”, “Section 3—Procedures for Tendering Shares”, “Section 4—Withdrawal Rights”, “Section 5—Certain U.S. Federal Income Tax Consequences”, “Section 7—Effect of the Offer on the Market for Shares; Stock Listing; Exchange Act Registration; Margin Regulations”; and “Section 11—Background of the Offers, Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements”, of the Offer to Purchase is incorporated herein by reference.

ITEM 5.    PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(a)(1)  Other than the transactions described in Item 5(b) below, none of Purchaser, Stake nor, to the best knowledge of Purchaser and Stake, any of the persons or entities listed in Schedule I to the Offer to Purchase has entered into any transaction with the Company, or any of the Company’s affiliates which are corporations, since the commencement of the Company’s second full fiscal year preceding the date of this Statement, the aggregate amount of which was equal to or greater than one percent of the consolidated revenues of the Company for (i) the fiscal year in which such transaction occurred or (ii) the portion of the current fiscal year which has occurred if the transaction occurred in such year.

(a)(2)  Other than the transactions described in Item 5(b) below, none of Purchaser, Stake nor, to the best knowledge of Purchaser and Stake, any of the persons or entities listed in Schedule I to the Offer to Purchase has entered into any transaction since the commencement of the Company’s second full fiscal year preceding the date of this Statement with the executive officers, directors or affiliates of the Company which are not corporations, in which the aggregate amount involved in such transaction or in a series of similar transactions, including all periodic installments in the case of any lease or other agreement providing for periodic payments or installments, exceeded $60,000.

(b)  The information set forth in the “INTRODUCTION,” “Section 9—Certain Information Concerning Purchaser and Stake,” “Section 11—Background of the Offer; Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements” and “Section 12—Plans for the Company; Other Matters” of the Offer to Purchase is incorporated herein by reference.

ITEM 6.    PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(a)-(c)(1)-(7)  The information set forth in the “INTRODUCTION,” “Section 7—Effect of the Offer on the Market for the Shares; Stock Listing; Exchange Act Registration; Margin Regulations”, “Section 9—Certain Information Concerning Purchaser and Stake,” “Section 11—Background of the Offer; Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements”, and “Section 12—Plans for the Company; Other Matters”, and “Section—13 Dividends and Distributions” of the Offer to Purchase is incorporated herein by reference.

ITEM 7.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a),(b) & (d)  The information set forth in the “INTRODUCTION” and “Section 10—Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

ITEM 8.    INTEREST IN SECURITIES OF THE SUBJECT COMPANY

The information set forth in the “INTRODUCTION,” “Section 9—Certain Information Concerning Purchaser and Stake” and “Section 11—Background of the Offer; Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements” and Schedule I of the Offer to Purchase is incorporated herein by reference.

3

ITEM 9.    PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

The information set forth in the “INTRODUCTION”, and “Section 16—Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

ITEM 10.    FINANCIAL STATEMENTS

(a)-(b)  The information set forth in “Section 9—Certain Information Concerning Purchaser and Stake” of the Offer to Purchase is incorporated herein by reference.

ITEM 11.    ADDITIONAL INFORMATION

(a)(1)  Except as disclosed in Item 5 above, there are no present or proposed material contracts, agreements, arrangements, understandings or relationships between Purchaser and Stake, or to the best knowledge of Purchaser and Stake, any of the persons or entities listed in Schedule I to the Offer to Purchase, and the Company or any of its executive officers, directors, controlling persons or subsidiaries.

(a)(2)-(a)(5), (b)  The information set forth in the Offer to Purchase in the “INTRODUCTION”, “Section 7—Effect of the Offer on the Market for Shares; Stock Listing; Exchange Act Registration; Margin Regulations”, “Section 14—Conditions to the Offer” and “Section 15—Certain Legal Matters”, the Letter of Transmittal, attached as Exhibit (a)(2) to this Schedule TO and the Agreement and Plan of Merger, dated as of October 25, 2002, between the Purchaser, Stake and the Company, attached as Exhibit (d)(1) to this Schedule TO, is incorporated herein by reference.

ITEM 12.    EXHIBITS

Exhibit
(a)(1)	Offer to Purchase, dated November 4, 2002.
(a)(2)	Letter of Transmittal.
(a)(3)	Notice of Guaranteed Delivery.
(a)(4)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(6)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(7)	Press Release of Stake, dated October 28, 2002.
(a)(8)	Summary Advertisement.
(b)	Summary of Terms and Conditions Tender Facility dated October 24, 2002 between Stake, Bank of Montreal and Harris Trust & Savings Bank
(c)	Not Applicable.
(d)(1)	Agreement and Plan of Merger, dated as of October 25, 2002, by and between the Company, Stake and Purchaser.
(d)(2)	Stockholders’ Agreement, dated as of October 25, 2002, by and between Stake, Purchaser and certain stockholders of the Company.
(d)(3)	Confidentiality Agreement, dated May 8, 2002, by and between a wholly-owned subsidiary of Stake and Adams, Harkness & Hill, Inc. on behalf of and as agent for the Company.
(e)	None.
(f)	Not Applicable.
(g)	None.
(h)	Not Applicable.

4

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STAKE ACQUISITION CORP.
By:
	Steven R. Bromley President

STAKE TECHNOLOGY LTD.
By:
	Jeremy N. Kendall Chairman

Dated:  November 4, 2002

5

INDEX TO EXHIBITS

Exhibit		Sequential Page No.
(a)(1)	Offer to Purchase, dated November 4, 2002
(a)(2)	Letter of Transmittal.
(a)(3)	Notice of Guaranteed Delivery.
(a)(4)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(6)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(7)	Press Release of Stake, dated October 28, 2002.
(a)(8)	Summary Advertisement.
(b)	Summary of Terms and Conditions Tender Facility dated October 24, 2002 between Stake, Bank of Montreal and Harris Trust & Savings Bank.
(c)	Not Applicable.
(d)(1)	Agreement and Plan of Merger, dated as of October 25, 2002, by and between the Company, Stake and Purchaser.
(d)(2)	Stockholders’ Agreement, dated as of October 25, 2002, by and between Stake, Purchaser and certain stockholders of the Company.
(d)(3)	Confidentiality Agreement, dated May 8, 2002 by and between a wholly-owned subsidiary of Stake and Adams, Harkness & Hill, Inc. on behalf of and as agent for the Company.
(e)	None.
(f)	Not Applicable.
(g)	None.
(h)	Not Applicable.

6

EX-99.(A)(1)

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

of

OPTA FOOD INGREDIENTS, INC.

at

$2.50 NET PER SHARE

by

STAKE ACQUISITION CORP.

A Wholly-Owned Subsidiary of

STAKE TECHNOLOGY LTD.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 3, 2002, UNLESS THE OFFER IS EXTENDED.

A summary of the principal terms of the Offer appears on pages (ii) through (v). You should read this entire document carefully before deciding whether to tender your Shares.

THE INFORMATION AGENT FOR THE OFFER IS:

MELLON INVESTOR SERVICES LLC

44 Wall Street, 7^th Floor

New York, New York 10005

or

CALL TOLL FREE 1-888-566-9471

November 4, 2002

TABLE OF CONTENTS

Summary of the Offer			ii
Introduction			1
The Offer			5
	1.	Terms of the Offer	5
	2.	Acceptance for Payment and Payment for Shares	7
	3.	Procedures for Tendering Shares	8
	4.	Withdrawal Rights	10
	5.	Certain U.S. Federal Income Tax Consequences	11
	6.	Price Range of the Shares; Dividends	11
	7.	Effect of the Offer on the Market for the Shares; Stock Listing; Exchange Act Registration; Margin Regulations	12
	8.	Certain Information Concerning the Company	13
	9.	Certain Information Concerning Purchaser and Stake	14
	10.	Source and Amount of Funds	17
	11.	Background of the Offer; Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements	17
	12.	Plans for the Company; Other Matters	28
	13.	Dividends and Distributions	30
	14.	Conditions to the Offer	31
	15.	Certain Legal Matters	33
	16.	Fees and Expenses	34
	17.	Miscellaneous	34

Schedule I—Information Concerning Directors and Executive Officers of Purchaser and the Company

i

SUMMARY OF THE OFFER

We, Stake Acquisition Corp., are offering to purchase all of the issued and outstanding shares of Opta Food Ingredients, Inc.’s common stock, for $2.50 per share in cash. The following is a summary of the material terms of our offer. The items in this summary are described in more detail elsewhere in this Offer to Purchase and the other tender offer documents delivered to you. This summary provides an overview of selected information and does not contain all of the information you should consider. To make a decision with respect to this offer, you should also read the more detailed information set out in this Offer to Purchase and the other tender offer documents delivered to you. We have included additional information regarding our offer in our Schedule TO, with attached exhibits, that we filed with the Securities and Exchange Commission on November 4, 2002. References in this summary to “we,” “our,” and “ours” refer to Purchaser, Stake Acquisition Corp., and references to “you,” “your,” and “yours” refer to stockholders of Opta Food Ingredients, Inc.

The Purchaser

We are a Delaware corporation formed for the purpose of making a tender offer for all issued and outstanding common stock of Opta Food Ingredients, Inc. and have carried on no activities other than in connection with the offer. We are a wholly-owned subsidiary of Stake Technology Ltd., a corporation organized under the laws of Canada. For more information about us, see Section 9 of this Offer to Purchase starting at p. 14.

The Offer

We are offering to purchase for cash all issued and outstanding shares of common stock, par value $.01 per share, of Opta Food Ingredients, Inc. for $2.50 per share in cash.

For more information about the offer, see Section 1 of this Offer to Purchase starting at p. 5 .

The Merger

Our offer is being made pursuant to the terms of a merger agreement entered into by us, Stake Technology Ltd. and Opta Food Ingredients, Inc., on October 25, 2002.

Under the merger agreement, if the conditions to our offer are satisfied (see “Conditions to the Offer” below and “Section 14—Conditions to the Offer” starting on p. 31 of this Offer to Purchase), Opta Food Ingredients, Inc. will be merged with us. This merger will require the prior approval of those stockholders of Opta Food Ingredients, Inc. entitled to vote at a meeting called for that purpose. However, if we acquire at least 90% of the outstanding shares of common stock in the offer, we can complete this merger without a meeting or otherwise seeking your approval. For more information about the merger, see Section 11 of this Offer to Purchase starting on p. 17.

Recommendation of Opta’s Board of Directors

Your Board of Directors has approved our offer, the merger and the merger agreement by the unanimous vote of all directors present at the board meeting held on October 16, 2002, which vote was ratified on October 22, 2002, and has determined that the terms of our offer and the merger are fair to you and in your best interests. Your Board of Directors has recommended that you accept our offer and tender your shares. This recommendation and other background information are contained in the Solicitation/Recommendation Statement of Opta Food Ingredients, Inc. simultaneously delivered to you with this Offer to Purchase and included as part of the Schedule 14D-9 filed by Opta Food Ingredients, Inc. with the Securities and Exchange Commission on November 4, 2002.

Fairness Opinion

Adams, Harkness & Hill, Inc., Opta Food Ingredients, Inc.’s financial advisor, has delivered to your Board of Directors an opinion, dated October 16, 2002, that the per share offer price is fair to you from a financial point

ii

of view, as of the date of its opinion. Adams, Harkness & Hill affirmed its opinion in a letter delivered to your Board of Directors on October 25, 2002.

For more information about the background of our offer, see Section 11 of this Offer to Purchase starting on p. 17.

How We Intend to Fund the Offer

We expect to receive the funds necessary to pay you for your shares either directly from our parent, Stake Technology Ltd., and/or from SunRich Food Group, Inc., a wholly-owned subsidiary of our parent. We intend to obtain a portion of such funds from a secured tender facility provided by the Bank of Montreal and its wholly-owned subsidiary, Harris Trust and Savings Bank, and the financial institutions party thereto.

For more information regarding the funding of our offer, see Section 10 of this Offer to Purchase starting on p. 17.

When You Must Tender

You have until midnight, New York City time, on Tuesday, December 3, 2002, the expiration date of the offer, to tender your shares in the offer (which is twenty (20) business days from the date of the commencement of the offer). If you cannot deliver everything that is required in order to make a valid tender by that time, you may be able to use a guaranteed delivery procedure, which is described in Sections 1 (starting on p. 5) and 3 (starting on p. 8) of this Offer to Purchase.

Extension of the Offer

Please note, however, that we may extend our offer without the prior consent of Opta Food Ingredients, Inc. in the following circumstances:

• for one or more periods not to exceed thirty (30) business days in the aggregate if, at the expiration date, any of the conditions to our obligations to accept shares for payment are not satisfied or waived, until such time as those conditions are satisfied or waived;

• for one or more periods not to exceed thirty (30) business days in the aggregate if required by any rule, regulation, interpretation or position of the Securities and Exchange Commission or its staff applicable to our offer or any period required by applicable law; and

• for one period of not more than ten (10) business days beyond the latest expiration date permitted if 90% of the Opta Food Ingredients, Inc. shares shall not have been tendered, provided that if we extend the offer under this paragraph, all of the conditions to the offer except certain minimum conditions shall be waived.

If we decide to extend our offer, we will make a public announcement of the extension no later than 9:00 a.m., New York City time, on Wednesday, December 4, 2002.

For more information regarding extensions of our offer, see Section 1 of this offering to Purchase starting on p. 5.

Subsequent Offering Period

We may also decide to provide after the expiration date, a subsequent offering period lasting from three (3) business days to twenty (20) business days. If we elect to provide a subsequent offering period, we will immediately accept and promptly pay for all shares of common stock as they are tendered during that period, offering the same consideration offered by us during the initial offering period. No withdrawal rights will apply during this subsequent offering period.

iii

How You Tender Your Shares

To validly tender your shares, Mellon Investor Services LLC, the depositary for our offer, must receive, prior to midnight, New York City time, on Tuesday, December 3, 2002, either:

• a properly completed and signed letter of transmittal (or facsimile of the letter of transmittal), together with any required signature guarantees, the original share certificates evidencing your shares and all other documents required by the letter of transmittal; or

• in the case of a book-entry transfer of common stock, an agent’s message confirming that book-entry transfer of common stock.

Alternatively, to validly tender your shares, you may comply with the guaranteed delivery procedure set forth in our Offer to Purchase. For more information regarding the procedure for tendering shares, see Section 3 of this Offer to Purchase starting on p. 8.

How to Withdraw Your Tender

After you have tendered your shares, you may decide to withdraw your shares. In order to withdraw your previously tendered shares, our depositary must receive, at any time prior to midnight, New York City time on Tuesday, December 3, 2002, a written or facsimile transmission notice of withdrawal from you that specifies:

• the name of the person that tendered the shares to be withdrawn;

• the number of shares to be withdrawn; and

• the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares.

If you delivered, or otherwise identified to the depositary, certificates for shares, or have tendered shares pursuant to book-entry transfer procedures, you must follow some additional procedures in order to properly withdraw previously tendered shares.

No withdrawal rights will apply during any subsequent offering period that we may elect to provide. For more information regarding a subsequent offering period, see Sections 1 (starting on p. 5) and 3 (starting on p. 8) of this Offer to Purchase.

We will determine, in our sole discretion, all questions regarding the form and validity of any notices of withdrawal. Our determination will be final and binding. For more information regarding your withdrawal rights, see Section 4 of this Offer to Purchase starting on p. 10.

Conditions to the Offer

Our offer is subject to the terms and conditions set forth in this Offer to Purchase. The most significant conditions to our offer are:

• there must be validly tendered and not withdrawn prior to the expiration date that number of shares of Opta Food Ingredients, Inc. that would constitute at least a majority of the total number of the outstanding shares of common stock (determined as of the date of the expiration of our offer on a fully diluted basis).

• there must not be any governmental statute, rule, regulation, or any decree, order or injunction:

— challenging our acquisition of any shares under our offer;

— seeking to restrain or prohibit the making or completion of our offer or the merger of us with and into Opta Food Ingredients, Inc.; or

— otherwise materially limiting our or Stake Technology Ltd.’s ability to own or control Opta Food Ingredients, Inc. or the shares or assets of Opta Food Ingredients, Inc.;

iv

• there must not be any events since the commencement of our offer that have had individually, or in the aggregate, a material adverse effect on Opta Food Ingredients, Inc.;

• all representations and warranties of Opta Food Ingredients, Inc. set forth in the merger agreement must be true and correct;

• Opta Food Ingredients, Inc. must have performed or complied in all material respects with all of its material obligations, agreements and covenants provided in the merger agreement;

• the merger agreement must not have been terminated;

• Opta Food Ingredients, Inc. must have obtained any necessary consents it is required to obtain in connection with our offer, the merger agreement, and the merger of us with and into Opta Food Ingredients, Inc.;

• your Board of Directors must not withdraw, modify or change its recommendation in favor of our offer, the merger agreement, and the merger of us with and into Opta Food Ingredients, Inc., in a manner adverse to us or Stake Technology Ltd. or recommend certain other acquisition proposals.

For more information regarding the conditions to our offer, see, in particular, Section 14 of this Offer to Purchase starting on p. 31.

Current Market for Common Stock

The shares of common stock are traded on the Nasdaq Stock Market. On October 25, 2002, the last full trading day prior to the public announcement of the execution of the merger agreement, the closing sales price per share of common stock as reported on the Nasdaq Stock Market was $2.18 per share. On November 1, 2002, the last full trading day prior to the commencement of our offer, the closing sales price per share of common stock, as reported on the Nasdaq Stock Market, was $2.46 per share. We advise you to obtain a recent quotation for the shares of common stock in deciding whether to tender your shares.

If you decide not to tender your shares of Opta Food Ingredients, Inc., our offer could adversely affect the liquidity and market value of those shares. See “Consequences of Our Offer” below and Section 7 of this Offer to Purchase starting on p. 12.

For more information about trading of Opta Food Ingredients, Inc. stock, see Section 6 of this Offer to Purchase.

Consequences of Our Offer

Our purchase of shares of common stock pursuant to our offer will reduce the number of holders of these shares and the number of shares that might otherwise trade publicly. After the completion of our offer, the common stock may no longer qualify for listing on the Nasdaq Stock Market. If the common stock no longer meets the requirements for continued listing on the Nasdaq Stock Market, the market for your shares could be adversely affected. See Section 7 of this Offer to Purchase starting on p. 12.

We intend to seek to cause Opta Food Ingredients, Inc. to apply for termination of registration of its common stock under the Securities Exchange Act of 1934 as soon after the completion of our offer as the requirements for that termination are met, that is, if there are fewer than 300 holders of common stock and the common stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system of a registered national securities association. See Section 7 of this Offer to Purchase starting on p. 12.

Who To Contact

If you have questions about our offer, you may contact Mellon Investor Services LLC, the information agent for our offer, at 44 Wall Street, 7^th Floor, New York, New York 10005; 1-888-566-9471. See the back cover of this Offer to Purchase for information regarding the information agent.

v

To All Holders of Common Stock of Opta Food Ingredients, Inc.:

INTRODUCTION

Stake Acquisition Corp., a Delaware corporation (“Purchaser”), is offering to purchase all issued and outstanding shares (each a “Share”, and collectively the “Shares”) of common stock, par value $.01 per share, of Opta Food Ingredients, Inc., a Delaware corporation (the “Company”), at a price of $2.50 per Share or such higher price as may be paid in the Offer (as defined below) (the “Per Share Amount”), net to the seller in cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (as defined below) (which, as amended or supplemented from time to time, collectively constitute the “Offer”).

Purchaser was formed in connection with the Offer and the transactions contemplated thereby. Purchaser is a wholly-owned subsidiary of Stake Technology Ltd., a corporation organized under the laws of Canada (“Stake”). For information concerning Purchaser and Stake, see Section 9 and Schedule I.

Tendering stockholders of record who tender Shares directly will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a bank or broker should check with such institution as to whether they charge any service fees to a stockholder for tendering such stockholder’s Shares pursuant to the Offer. Purchaser will pay all fees and expenses of Mellon Investor Services LLC which is acting as both the Depositary (in such capacity, the “Depositary”) and the Information Agent (in such capacity, the “Information Agent”), incurred in connection with the Offer and in accordance with the terms of the agreements entered into between Purchaser and such person. See Section 16.

The Board of Directors of the Company, by an unanimous vote of all directors present at a meeting held on October 16, 2002, which vote was ratified on October 22, 2002, approved the Merger Agreement (as defined below) and the transactions contemplated thereby, including the Offer and the Merger (as defined below), and has determined that the Offer and the Merger are fair to, and in the best interests of, the Company’s stockholders and recommends that the stockholders accept the Offer and tender their Shares pursuant to the Offer.

Adams, Harkness & Hill, Inc. (“AH&H”), exclusive financial advisor to the Company, has delivered to the Board of Directors its written opinion, dated October 16, 2002 (the “Financial Advisor Opinion”), to the effect that, as of such date and based upon and subject to certain assumptions, matters and limitations stated therein, the price per share, in cash, to be received by the holders of Shares pursuant to the Merger Agreement is fair, from a financial point of view, to such holders, as of the date of the Financial Advisor Opinion. AH&H affirmed its opinion in a letter delivered to the Board of Directors on October 25, 2002 (the “Bring-Down Letter.”) Copies of the Financial Advisor Opinion and the Bring-Down Letter are attached as Exhibits (a)(2) and (a)(3), respectively, to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D- 9”), which has been filed by the Company with the Securities and Exchange Commission (the “SEC”) in connection with the Offer and which is being mailed to holders of Shares herewith. Holders of Shares are urged to, and should, read the Financial Advisor Opinion and the Bring-Down Letter carefully and in their entirety.

The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer a number of Shares which represents at least a majority of the total number of Shares outstanding on a fully diluted basis (the “Minimum Condition”). The Offer also is subject to the other conditions set forth in this Offer to Purchase. See Section 14. As used in this Offer to Purchase, the phrase “fully diluted basis” takes into account the exercise or conversion of all outstanding options and other rights and securities exercisable into Shares. The Company has represented and warranted to Purchaser that, as of October 25, 2002, there were 10,887,577 Shares issued and outstanding. The Merger Agreement provides, among other things, that the Company will not, except as expressly contemplated by the Merger Agreement or as set forth therein, issue

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any additional Shares. See Section 11. Based on the foregoing and assuming the issuance of 751,000 Shares issuable upon the exercise of outstanding Company Options, Purchaser believes that the Minimum Condition will be satisfied if a majority of the then outstanding Shares are validly tendered and not withdrawn prior to the Expiration Date (as defined below).

As an inducement and condition for Stake and Purchaser to enter into the Merger Agreement, concurrently with the execution and delivery of the Merger Agreement, eight (8) of the Company’s directors, officers and stockholders, who beneficially own 1,580,474 Shares in the aggregate, entered into a Stockholders’ Agreement, dated October 25, 2002 (the “Stockholders’ Agreement”), with Stake and Purchaser. Pursuant to the Stockholders’ Agreement, each such Stockholder has, among other things, agreed to tender his Shares in the Offer and granted to Purchaser and Stake a proxy with respect to the voting of such Shares on matters relating to the Merger and the Merger Agreement. See Section 11.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 25, 2002 (the “Merger Agreement”), by and among the Company, Stake and Purchaser. Pursuant to the Merger Agreement and the Delaware General Corporation Law (the “DGCL”), as promptly as practicable after the completion of the Offer and satisfaction or waiver, if permissible, of all conditions, including the purchase of Shares pursuant to the Offer (sometimes referred to herein as the “consummation” of the Offer) and the approval and adoption of the Merger Agreement by the stockholders of the Company (if required by applicable law), Purchaser will be merged with and into the Company (the “Merger”), and the Company will be the surviving corporation in the Merger (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately before the Effective Time other than any Shares (i) held in the treasury of the Company and each Share owned by Stake or any direct or indirect wholly-owned subsidiary of Stake or of the Company immediately before the Effective Time or (ii) held by a holder who has demanded and perfected such holder’s demand for appraisal of such holder’s Shares in accordance with the DGCL, and as of the Effective Time, has neither effectively withdrawn nor lost such holder’s right to such appraisal, will be canceled, extinguished and converted into the right to receive the Per Share Amount in cash payable to the holder, without interest, upon the surrender of the certificate representing such Share. The Merger Agreement is more fully described in Section 11.

The Merger Agreement provides that, promptly upon the satisfaction of the Minimum Condition and the purchase by Purchaser of such Shares tendered in satisfaction of the Minimum Condition pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Stake shall be entitled to designate such number of directors of good repute, rounded down to the nearest whole number, on the Board of Directors as will give Stake, subject to compliance with Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), representation on the Board of Directors equal to at least that number of directors which equals the product of the total number of the currently serving directors on the Board of Directors (giving effect to the directors appointed or elected pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of the Shares beneficially owned by Stake or any affiliate of Stake (including such of the Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the number of Shares outstanding; provided, that Stake shall not be entitled to designate a majority of the directors on the Board of Directors unless it and its affiliates beneficially own a majority of the Shares of common stock outstanding. The Company shall, upon request by Stake, promptly increase the size of the Board of Directors or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Stake’s designees to be elected to the Board of Directors in accordance with the terms of the Merger Agreement and shall use its best efforts to cause Stake’s designees to be so elected; provided, however, that, in the event that Stake’s designees are appointed or elected to the Board of Directors, until the Effective Time (x) William P. Carmichael and Glynn C. Morris shall each continue to serve as a director of the Company and (y) the Board of Directors shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the Federal securities laws) of Stake (such directors, the “Independent Directors”); provided further, that if at any time or from time to time fewer than two (2)

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Independent Directors remain, the other directors shall elect to the Board of Directors such number of persons who shall be neither officers of the Company nor designees, stockholders, affiliates or associates of Stake so that the total of such persons and remaining Independent Directors serving on the Board of Directors is at least two (2). Any such person elected to the Board of Directors pursuant to the second proviso of the preceding sentence shall be deemed to be an Independent Director. Following the time directors designated by Stake constitute a majority of the Board of Directors and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required for certain actions, specifically described in the Merger Agreement, related to the Offer, Merger and the Merger Agreement. See Section 11.

Consummation of the Merger is conditioned upon, among other things, the approval and adoption, by the requisite vote of stockholders of the Company, of the Merger Agreement and the Merger, if required by applicable law, the Company’s restated certificate of incorporation, as amended (the “Restated Certificate of Incorporation”) or the Company’s bylaws (the “Bylaws”). See Section 11. Under applicable sections of the DGCL and pursuant to the Restated Certificate of Incorporation and the Bylaws, the affirmative vote of the holders of a majority of the outstanding Shares is necessary to approve the Merger Agreement and the Merger at a meeting of the stockholders. If the Minimum Condition is satisfied and Purchaser purchases at least a majority of the outstanding Shares in the Offer, Purchaser will be able to effect the Merger without the affirmative vote of any other stockholder. See Section 12. The Merger Agreement is more fully described in Section 11.

Under Section 253 of the DGCL, if a corporation owns at least 90% of the outstanding shares of each class of a subsidiary corporation, the corporation holding such stock may merge such subsidiary into itself, or itself into such subsidiary, without any action or vote on the part of the board of directors or the stockholders of such other corporation (a “short-form merger”). In the event that Purchaser acquires in the aggregate at least 90% of the outstanding Shares pursuant to the Offer or otherwise, then, at the election of Purchaser, a short-form merger could be effected without any further approval of the Board of Directors or the stockholders of the Company. The Offer shall remain open until midnight, Eastern Time, on the date that is twenty (20) business days after the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act); the Merger Agreement further provides that, without the prior written consent of the Company, Purchaser may (i) extend the Offer, if at the scheduled Expiration Date of the Offer any of the conditions set forth in Annex A of the Merger Agreement shall not have been satisfied or waived, for one (1) or more periods (none of which shall exceed ten (10) business days) not to exceed thirty (30) business days in the aggregate or, if earlier, until such time as such conditions are satisfied or waived, (ii) extend the Offer for one (1) or more periods, not to exceed thirty (30) business days in the aggregate, if required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, or (iii) extend the Offer on one (1) occasion for an aggregate period of not more than ten (10) business days beyond the latest Expiration Date that would otherwise be permitted under clause (i) or (ii) of this sentence if, on such Expiration Date, there shall not have been tendered that number of Shares which would equal more than ninety percent (90%) of the issued and outstanding Shares; provided, however, that if Purchaser shall extend the Offer pursuant to this clause (iii), Purchaser shall waive during such extension all conditions set forth in Annex A of the Merger Agreement other than the Minimum Condition and the conditions set forth in paragraphs (a) or (d) in Annex A of the Merger Agreement. If on the initial scheduled Expiration Date of the Offer or any extension thereof, any applicable waiting period under any applicable foreign laws regulating competition, antitrust, investment or exchange controls has not expired or terminated prior to the expiration of the Offer, Purchaser shall, if requested to do so by the Company, extend the Expiration Date of the Offer until a date not later than January 15, 2003 and Stake shall use its bests efforts to obtain all permits, authorizations, consents, expiration or termination of waiting periods, and approval as may be required by any governmental entity. In addition, Stake and Purchaser each agree that if all of the conditions set forth in Annex A of the Merger Agreement are not satisfied, including the satisfaction of the Minimum Condition, on any Expiration Date of the Offer, then Purchaser shall, and Stake shall cause Acquisition Subsidiary to, extend the Offer for one (1) or more periods of not less than ten (10) business days if requested to do so by the Company, provided that the Company shall be entitled to make only three (3) such requests. If Purchaser does not own 90% of the outstanding Shares following consummation of the Offer (whether or not extended), Purchaser may seek to purchase additional Shares in the open market or otherwise in order to reach the 90% threshold with respect to the Shares, thus

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enabling it to effect a short-form merger. The per share consideration paid for any Shares so acquired in open market purchases may be greater or less than the Per Share Amount. Purchaser presently intends to effect a short-form merger, if permitted to do so under the DGCL, pursuant to which Purchaser will be merged with and into the Company. See Section 12.

This Offer to Purchase and the related Letter of Transmittal contain important information and should be read carefully before any decision is made with respect to the Offer.

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THE OFFER

1.     Terms of the Offer

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment and pay for all Shares validly tendered prior to the Expiration Date, and not withdrawn in accordance with Section 4. The term “Expiration Date” means 12:00 midnight, New York City time, on Tuesday, December 3, 2002, unless and until Stake or Purchaser, in accordance with the terms of the Merger Agreement, extends the period of time during which the Offer is open, in which event the term “Expiration Date” will mean the latest time and date at which the Offer, as so extended by Stake or Purchaser, expires. The Merger Agreement provides that Purchaser may (i) extend the Offer, if at the scheduled Expiration Date of the Offer any of the conditions set forth in Annex A of the Merger Agreement shall not have been satisfied or waived, for one (1) or more periods (none of which shall exceed ten (10) business days) not to exceed thirty (30) business days in the aggregate or, if earlier, until such time as such conditions are satisfied or waived, (ii) extend the Offer for one (1) or more periods, not to exceed thirty (30) business days in the aggregate, if required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, or (iii) extend the Offer on one (1) occasion for an aggregate period of not more than ten (10) business days beyond the latest Expiration Date that would otherwise be permitted under clause (i) or (ii) of this sentence if, on such Expiration Date, there shall not have been tendered that number of the Shares which would equal more than ninety percent (90%) of the issued and outstanding Shares; provided, however, that if Purchaser shall extend the Offer pursuant to this clause (iii), Purchaser shall waive during such extension all conditions set forth in Annex A of the Merger Agreement other than the Minimum Condition and the conditions set forth in paragraphs (a) or (d) in Annex A of the Merger Agreement. If on the initial scheduled Expiration Date of the Offer or any extension thereof, any applicable waiting period under any applicable foreign laws regulating competition, antitrust, investment or exchange controls has not expired or terminated prior to the expiration of the Offer, Purchaser shall, if requested to do so by the Company, extend the Expiration Date of the Offer until a date not later than January 15, 2003 and Stake shall use its best efforts to obtain all permits, authorizations, consents, expiration or termination of waiting periods, and approvals as may be required by any governmental entity. In addition, Stake and Purchaser each agree that if all of the conditions set forth in Annex A of the Merger Agreement are not satisfied, including the satisfaction of the Minimum Condition, on any Expiration Date of the Offer, then Purchaser shall, and Stake shall cause Purchaser to, extend the Offer for one (1) or more periods of not less than ten (10) business days if requested to do so by the Company, provided that the Company shall be entitled to make only three (3) such requests.

According to the Merger Agreement, Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including applicable rules and regulations of the SEC relating to Purchaser’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer, pay for, and (subject to any such rules or regulations) may delay the acceptance for payment of any tendered Shares and (except as provided in the Merger Agreement) amend or terminate the Offer as to any Shares not then paid for if (i) the Minimum Condition is not satisfied, (ii) all approvals of and consents to the Merger Agreement, the Stockholders’ Agreement and the transactions contemplated thereby that are required under applicable foreign antitrust or competition laws have not been obtained prior to the expiration of the Offer or be in full force and effect at such expiration or (iii) at any time after the date of the Merger Agreement and before the time of payment for any such Shares (whether or not any Shares have theretofore been accepted for payment or paid for pursuant to the Offer) the conditions listed in Section 14 of this Offer to Purchase occur and continue to exist. The Merger Agreement provides that without the prior written consent of the Company, Stake will not (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought, (iii) amend or waive satisfaction of the Minimum Condition, (iv) add to, modify or supplement the conditions to the Offer set forth in Annex A of the Merger Agreement, (v) extend the expiration date of the Offer beyond the twenty (20) business days following the commencement of the Offer, except as expressly provided by the Merger Agreement, or (vi) amend any other term of or condition to the Offer in any manner adverse to the holders of Shares.

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Upon the terms and subject to the conditions of the Offer, Purchaser will accept for payment and purchase, as soon as permitted under the terms of the Offer, all Shares validly tendered and not withdrawn prior to the Expiration Date. However, if on such Expiration Date, the conditions for the Offer are satisfied or earlier waived but the number of Shares that have been validly tendered and not withdrawn pursuant to the Offer represents less than a majority of the then issued and outstanding Shares on a fully diluted basis, Purchaser may, without the consent of the Company, extend the Expiration Date for one (1) or more periods (none of which shall exceed ten (10) business days) not to exceed thirty (30) business days in the aggregate or, if earlier, until such time as that condition is satisfied or waived. As used in this Offer to Purchase, “business day” has the meaning set forth in Rule 14d-1 under the Exchange Act .

Any extension, amendment or termination of the Offer will be followed as promptly as practicable by a public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(d), 14d-6(c) and 14e-l(d) under the Exchange Act. Without limiting the obligation of Purchaser under such Rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a press release to the Business Wire.

Under no circumstances will interest be paid on the Per Share Amount, regardless of any extension of the Offer or any delay in making such payment.

If Purchaser extends the Offer, or if Purchaser (whether before or after its acceptance for payment of Shares) is delayed in its purchase of, or payment for, Shares or is unable to pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the Depositary may retain tendered Shares on behalf of Purchaser, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in Section 4. However, the ability of Purchaser to delay the payment for Shares which Purchaser has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by, or on behalf of, holders of securities promptly after the termination or withdrawal of the Offer.

If Purchaser makes a material change in the terms of the Offer or the information concerning the Offer or waives a material condition of the Offer, Purchaser will disseminate additional tender offer materials and extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances then existing, including the relative materiality of the changed terms or information. In the SEC’s view, an offer must remain open for a minimum period of time following a material change in the terms of the Offer and that waiver of a material condition, such as the Minimum Condition, is a material change in the terms of the Offer. The SEC has stated that an offer should remain open for a minimum of five (5) business days from the date a material change is first published, or sent or given to security holders and that, if material changes are made with respect to information not materially less significant than the offer price and the number of shares being sought, a minimum of ten (10) business days may be required to allow adequate dissemination and investor response. As such, the requirement to extend the Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the then-scheduled Expiration Date equals or exceeds the minimum extension period that would be required because of such amendment. If, prior to the Expiration Date, Purchaser increases the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to all holders whose Shares are purchased in the Offer whether or not such Shares were tendered prior to such increase.

The Company has provided Purchaser with the stockholder lists and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of all Shares and will be furnished to brokers, dealers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder lists or, if applicable,

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who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

2.     Acceptance for Payment and Payment for Shares

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment and will pay for, as soon as practicable after the Expiration Date, all Shares validly tendered prior to the Expiration Date and not properly withdrawn in accordance with Section 4.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to Purchaser and not withdrawn, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser’s acceptance for payment of such Shares. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Purchaser and transmitting payment to tendering stockholders. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book-Entry Confirmation (as defined below) with respect thereto), (ii) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message (as defined below) and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occur at different times. The per share consideration paid to any holder of Shares pursuant to the Offer will be the highest per share consideration paid to any other holder of such Shares pursuant to the Offer.

Under no circumstances will interest be paid on the Per Share Amount, regardless of any extension of the Offer or any delay in making such payment.

Purchaser expressly reserves the right, in its sole discretion, to delay acceptance for payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. If Purchaser is delayed in its acceptance for payment of, or payment for, Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer (including such rights as are set forth in Sections 1 and 14) (but subject to compliance with Rule 14e-l(c) under the Exchange Act), the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to exercise, and duly exercise withdrawal rights as described in Section 4.

If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted representing more Shares than are tendered, certificates evidencing Shares not tendered or not accepted for purchase will be returned to the tendering stockholder, or such other person as the tendering stockholder shall specify in the Letter of Transmittal, as promptly as practicable following the expiration, termination or withdrawal of the Offer. In the case of Shares delivered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined below) pursuant to the procedures set forth in Section 3, such Shares will be credited to such account maintained at the Book-Entry Transfer Facility as the tendering stockholder specifies in the Letter of Transmittal, as promptly as practicable following the expiration, termination or withdrawal of the Offer. If no such instructions are given with respect to Shares delivered by book-entry transfer, any such Shares not tendered or not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated in the Letter of Transmittal as the account from which such Shares were delivered.

Purchaser reserves the right to transfer or assign, in whole or, from time to time, in part, to one or more of its affiliates, the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

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3.     Procedures for Tendering Shares

Valid Tender.    For Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either certificates evidencing tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered to the Depositary pursuant to the procedures for book-entry transfer set forth below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below.

Book-Entry Transfer.    The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility’s system may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account in accordance with such Book-Entry Transfer Facility’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary’s account at the Book-Entry Transfer Facility as described above is referred to herein as a “Book-Entry Confirmation.”

Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility will not constitute delivery to the Depositary.

The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a Book-Entry Transfer, by book-entry confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Signature Guarantees.    No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered holder has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each, an “Eligible Institution” and, collectively, “Eligible Institutions”). In all other cases, all signatures on Letters of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal. If the certificates for Shares are registered in the name of a

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person other than the signer of the Letter of Transmittal, or if payment is to be made, or certificates for Shares not tendered or not accepted for payment are to be returned, to a person other than the registered holder of the certificates surrendered, then the tendered certificates for such Shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as aforesaid. See Instruction 5 to the Letter of Transmittal.

Guaranteed Delivery.    If a stockholder desires to tender Shares pursuant to the Offer and such stockholder’s certificates for Shares are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such stockholder’s tender may be effected if all the following conditions are met:

(i) such tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary, as provided below, prior to the Expiration Date; and

(iii) the certificates for (or a Book-Entry Confirmation with respect to) such Shares, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, are received by the Depositary within three (3) trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the Nasdaq Stock Market (the “Nasdaq”) is open for business.

The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery.

The valid tender of Shares pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer.

Appointment as Proxy.    By executing the Letter of Transmittal as set forth above (including delivery through an Agent’s Message), the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after October 25, 2002 (collectively, “Distributions”). All such proxies will be considered coupled with an interest in the tendered Shares. Such appointment will be effective if, as and when, and only to the extent that, Purchaser accepts for payment Shares tendered by such stockholder as provided herein. All such powers of attorney and proxies will be irrevocable and will be deemed granted in consideration of the acceptance for payment by Purchaser of Shares tendered in accordance with the terms of the Offer. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares (and any and all Distributions) will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares (and any and all Distributions), including, without limitation, in respect of any annual or special meeting of the Company’s stockholders (and any adjournment or postponement thereof), actions by written consent in lieu of any such meeting or otherwise, as each such attorney-in-fact and proxy or his substitute deems in his sole discretion, proper. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full

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voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of stockholders.

Determination of Validity.    All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, which determination will be final and binding. Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of which, or payment for which, may, in the opinion of Purchaser’s counsel, be unlawful. Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, to waive any defect or irregularity in any tender of Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement, Purchaser’s interpretation of the terms and conditions of the Offer in this regard (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Backup Withholding.    Under the “backup withholding” provisions of federal income tax law, unless a tendering registered holder, or its assignee (in either case, the “Payee”), satisfies the conditions described in Instruction 10 of the Letter of Transmittal or is otherwise exempt, the cash payable as a result of the Offer may be subject to backup withholding tax at a rate of 30% of the gross proceeds. To prevent backup withholding, each Payee should complete and sign the Substitute Form W-9 provided in the Letter of Transmittal. See Instruction 10 to the Letter of Transmittal.

4.     Withdrawal Rights

Except as otherwise provided in this Section 4 or as provided by applicable law, tenders of Shares are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date.

For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility’s procedures.

Withdrawals of tendered Shares may not be rescinded, and any Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 3 at any time prior to the Expiration Date.

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, which determination will be final and binding. None of Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

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5.     Certain U.S. Federal Income Tax Consequences

The following is a general summary of certain United States federal income tax consequences of the Offer and the Merger relevant to a beneficial holder of Shares whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted to cash in the Merger (a “Holder”). The discussion is based on the Internal Revenue Code of 1986, as amended, as in effect on the date of this Offer to Purchase (the “Code”), regulations issued thereunder, judicial decisions and administrative rulings, all of which are subject to change, possibly with retroactive effect. The following does not address the United States federal income tax consequences to all categories of Holders that may be subject to special rules (e.g., Holders who acquired their Shares pursuant to the exercise of employee stock options or other compensation arrangements with the Company, Holders who perfect their appraisal rights under the DGCL, foreign Holders, insurance companies, tax-exempt organizations, dealers in securities and persons who have acquired the Shares as part of a straddle, hedge, conversion transaction or other integrated investment), nor does it address the federal income tax consequences to persons who do not hold the Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).

The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under applicable state, local and foreign income and other tax laws. In general, a Holder who sells Shares pursuant to the Offer, or receives cash in exchange for Shares pursuant to the Merger, will recognize gain or loss for federal income tax purposes equal to the difference, if any, between the amount of cash received and the Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or converted into the right to receive cash pursuant to the Merger. Gain or loss will be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or converted into the right to receive cash pursuant to the Merger. Such gain or loss will be long-term capital gain or loss if the Holder has held the Shares for more than one (1) year at the time of the consummation of the Offer or the Merger. Capital gains recognized by an individual investor (or an estate or certain trusts) upon a disposition of a Share that has been held for more than one year generally will be subject to a maximum federal tax rate of 20% or, in the case of a Share that has been held for one year or less, will be subject to tax at ordinary income rates. Certain limitations apply to the use of capital losses.

Holders who receive cash pursuant to the exercise of appraisal rights with respect to their Shares generally will be subject to the same treatment as that described above for Holders who receive cash for Shares pursuant to the Offer or Merger.

The federal income tax discussion set forth above is included for general information only. Holders should consult their own tax advisors regarding the U.S. federal, state, local and foreign income and other tax consequences of the Offer and the Merger.

6.     Price Range of the Shares; Dividends

The Company’s common stock is traded on Nasdaq under the symbol “OPTS.” The following table sets forth, for each of the fiscal quarters indicated, the high and low reported closing sales price per Share for the Company’s common stock based on the Company’s Annual Report to Shareholders for the year ended December 31, 2001 and as reported publicly thereafter for the year ending December 31, 2002 (through November 1, 2002).

2001	High		Low
First Quarter	$	2.09	$	1.28
Second Quarter	$	1.62	$	1.24
Third Quarter	$	1.75	$	1.35
Fourth Quarter	$	1.53	$	1.02
2002
First Quarter	$	1.22	$	1.00
Second Quarter	$	1.69	$	.98
Third Quarter	$	2.44	$	1.24
Fourth Quarter (through November 1, 2002)	$	2.46	$	1.90

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On October 25, 2002, the last full trading day prior to the public announcement of the execution of the Merger Agreement, the closing sales price per share of Company common stock, as reported on the Nasdaq, was $2.18. On November 1, 2002, the last full trading day prior to the commencement of the Offer, the closing sales price per share of Company common stock, as reported on the Nasdaq, was $2.46.

Stockholders are urged to obtain a current market quotation for the Shares.

7.     Effect of the Offer on the Market for the Shares; Stock Listing;

        Exchange Act Registration; Margin Regulations

Market for the Shares.    The purchase of Shares by Purchaser pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public.

Stock Listing.    The Company’s common stock is listed on the Nasdaq. After consummation of the Offer and depending upon the aggregate market value and the per share price of any Shares not purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on the Nasdaq. According to the Nasdaq’s published guidelines, the Nasdaq would consider delisting the Shares if, among other things: (i) the number of record holders of at least 100 Shares should fall below 400; (ii) the number of publicly held Shares (less any shares held by officers, directors or beneficial owners of 10% or more (“Excluded Holdings”)) should fall below 750,000; or (iii) the aggregate market value of such publicly held Shares (exclusive of Excluded Holdings) should fall below $5 million. If as a result of the purchase of Shares pursuant to the Offer, the Company common stock no longer meets the requirements of Nasdaq for continued listing and the listing of such Shares is discontinued, the market for such Shares could be adversely affected. According to the Company, as of October 30, 2002, there were approximately 154 holders of record of Company common stock and, as of October 25, 2002, there were 10,887,577 Shares issued and outstanding.

If the Nasdaq were to delist the Shares, it is possible that such Shares would continue to trade in the over-the-counter market and that price quotations would be reported through other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and/or the aggregate market value of the Shares which remain publicly held at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below, and other factors. Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether it would cause future market prices to be greater or lesser than the Per Share Amount.

Exchange Act Registration.    The Shares are currently registered under the Exchange Act. Registration of the Shares under the Exchange Act may be terminated upon application of the Company to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the short swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement pursuant to Section 14(a) or 14(c) in connection with stockholders’ meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of the Company and persons holding “restricted securities” of the Company to dispose of such securities pursuant to Rule 144 or Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, such Shares would no longer be “margin securities” or be eligible for continued listing on any stock

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exchange. Purchaser may seek to cause the Company to apply for termination of registration of the Shares under the Exchange Act as soon after completion of the Offer as the requirements of such termination are met.

Margin Regulations.    The Shares presently are “margin securities” under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which status has the effect, among other things, of allowing brokers to extend credit on the collateral of such securities. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers.

8.     Certain Information Concerning the Company

General.    The information concerning the Company contained in this Offer to Purchase, including that set forth below under the caption “Selected Financial Information,” has been furnished by the Company or has been taken from or based upon publicly available documents and records on file with the SEC and other public sources. Neither Purchaser, Stake nor the Information Agent assumes responsibility for the accuracy or completeness of the information concerning the Company contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Purchaser, Stake or the Information Agent.

The Company was incorporated in Delaware on April 23, 1991 and its executive offices are located at 25 Wiggins Avenue, Bedford, Massachusetts 01730. The Company’s telephone number is (781) 276-5100 and its fax number is (781) 276-5101.

The Company is a leading innovator, manufacturer and marketer of proprietary food products worldwide to food processors who focus on the dairy, dressings and sauces, cereals, meat and baked goods industries. The Company develops innovative texturizing agents such as gelling agents, thickeners, stabilizers, fat replacers, bulking agents, and others that solve specific customer problems. The Company applies advanced enzymology, protein and carbohydrate chemistries to develop innovative food ingredient products such as fat replacers, bulking agents and other texturizing agents that solve specific customer problems. The Company creates its products through the modification of inexpensive, readily available raw materials to produce food ingredients that it considers to be generally recognized as safe under current U.S. Food and Drug Administration regulations. At December 31, 2001, the Company’s products were being used by over 350 customers worldwide including 12 of the largest U.S. consumer packaged food companies and three of the world’s largest quick service restaurant chains.

Available Information.    The Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is obligated to file reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning the Company’s directors and officers, their remuneration, options granted to them, the principal holders of the Company’s securities and any material interests of such persons in transactions with the Company is required to be disclosed in proxy statements distributed to the Company’s stockholders and filed with the SEC. Such reports, proxy statements and other information should be available for inspection at the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at 233 Broadway, 13th Floor, New York, NY 10279 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60604. For further information regarding the public reference facilities, please call the SEC at 1-800-SEC-0330. Copies of such information should be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC’s principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a website on the Internet at http://www.sec.gov that contains reports, proxy statements and other information relating to the Company which have been filed via the SEC’s EDGAR System.

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9.     Certain Information Concerning Purchaser and Stake

General.    Purchaser is a newly formed Delaware corporation organized solely to effect the Offer and the Merger. Purchaser has not carried on any significant activities other than in connection with the Offer and the Merger. Until immediately prior to the time Purchaser purchases Shares pursuant to the Offer, it is not anticipated that Purchaser will have any significant assets or liabilities or engage in any significant activities other than those incident to its formation and capitalization and the transactions contemplated by the Offer and the Merger. Purchaser is wholly owned by Stake.

Stake operates in three principal businesses: (1) natural food product sourcing, processing, packaging and distribution, (2) processing, distribution and recycling of environmentally responsible aggregate products and (3) engineering and marketing of a clean pulping system using patented steam explosion technology.

Stake was incorporated under the laws of Canada on November 13, 1973. The principal executive offices are located at 2838 Highway 7, Norval, Ontario, Canada, L0P 1K0.

The Food Group consists of the SunRich Food Group and the Canadian Organic Food Group. The SunRich Food Group consists of three vertically integrated business groups: the Product and Ingredients Group (“Products”), the Technical Processing Group (the “Processing Group”) and the Packaging Group (the “Packaging Group”). The Products Group specializes in identity-preserved, non-genetically modified grain products and natural food ingredients, including soybeans, corn, soy ingredients, grain sweeteners, milled flours, meals, grains and oils. The Processing Group focuses on the technical processing of specialty and functional food ingredients including soymilk, soluble fiber products, natural food preservatives, custom drying and various dairy blends. The Processing Group is one of the largest soymilk concentrate providers in the U.S. The Packaging Group focuses on the aseptic packaging of shelf stable beverages and liquid products from its Nordic Aseptic facility. The Nordic facility has been significantly upgraded over the past year and a half and has entered into a long-term agreement with a major food company to provide aseptic finished product. The SunRich Food Group operates from five plants in Minnesota and one plant in both Iowa and Wyoming. The SunRich Food Group can be contacted at 3824–93rd Street S.W., Hope, Minnesota, 56046-0128. The Canadian Organic Food Group consists of Sunrich Valley, a division of Stake, which entered the organic dairy market in Canada in March 2002, and Organic Kitchen, a division of Stake, acquired in July 2002. Organic Kitchen is a vertically integrated organic feed and marketing business focused on the organic meat market in Canada. The Canadian Organic Food Group is headquartered in Stake’s executive offices, and can be contacted at 2838 Highway 7, Norval, Ontario, Canada, L0P 1K0.

The Environmental Industrial Group includes BEI/PECAL, a division of Stake, Temisca Inc., Virginia Materials Inc. (“Virginia Materials”) and 51% of International Materials & Supplies, Inc. (“International Materials”). The Environmental Industrial Group processes, sells and distributes abrasives and other industrial materials to the foundry, steel and marine/bridge cleaning industries, sources specialty sands and garnets for the water filtration industry and recycles inorganic materials under special permits from government authorities at both its Waterdown, Ontario and Norfolk, Virginia sites. The Environmental Industrial Group operates from manufacturing and distribution facilities in Waterdown, Ontario; Hamilton, Ontario; Ville Marie, Quebec; New Orleans, Louisiana; Norfolk, Virginia; Keeseville, New York and a warehouse and sales facility in Montreal, Quebec. The Environmental Industrial Group can be contacted at 407 Parkside Drive, Waterdown, Ontario, Canada, L0R 2H0.

The StakeTech Steam Explosion Group is a division of Stake and is located within the corporate office of the Company in Norval, Ontario. There are separate buildings at this location which contain a demonstration unit of this division’s steam explosion technology process as well as laboratory and office facilities. This division holds numerous patents on its technology and is currently marketing this clean pulping system with a special focus on opportunities in China. The Steam Explosion Group can be contacted at 2838 Highway 7, Norval, Ontario, Canada, L0P 1K0.

Listing on the Toronto Stock Exchange.    Stake listed its common shares on the Toronto Stock Exchange (“TSE”) under the symbol “SOY” on November 6, 2001. This listing is in addition to Stake’s listing on the Nasdaq Small Cap Market under the symbol “STKL”. The listing in Canada on the TSE was completed with the intent of broadening investor and analyst interest in Stake in Canada and to access funds in Canadian capital markets more efficiently.

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Selected Financial Information.    Revenues in 2001 increased by 41%, $26,002,000, from $63,820,000 to $89,822,000 in 2000. The increase in Stake’s revenues in 2001 is due to a number of factors, including the acquisitions of First Light Foods and Virginia Materials completed in 2001, in addition to the full year impact of the acquisitions completed in 2000.

EBITDA (earnings before interest, taxes, depreciation and amortization) increased by 29% to $5,095,000 in 2001 from $4,043,000 in 2000.

Stake’s earnings for 2001 decreased to $19,000 or $0.00 per common share compared to $2,118,000 or $0.15 per common share for the year ended December 31, 2000. Earnings decreased due to a number of factors, including significant loss issues at the Nordic facility, weak market/economic conditions impacting the Environmental Industrial Group, increased costs of operating a growing public organization and the benefit of previously unrecognized loss carry-forwards having been fully recognized in 2000.

US readers should note that due to differences between Canadian and US generally accepted accounting principles (“GAAP”), the loss for 2001 under US GAAP is $206,000 or $0.01 per common share versus earnings of $1,614,000 or $0.11 per common share in 2000. Note 16 to Stake’s audited financial statements for the year ended December 31, 2001 itemizes these differences.

Stake’s consolidated gross margin was 13.8% in 2001 compared to 14.4% in 2000. Excluding the impact of the losses incurred related to the Nordic facility, gross margin increased to $13,184,000 or 14.8%.

Selling, general and administrative expenditures increased 53% in 2001 to $11,142,000 compared to $7,091,000 in 2000. The increase in administrative expenses reflects the acquisitions completed in 2000 and 2001, an increase in bad debt provision, an increase in research and development expenses related to expanded product development initiatives, higher costs of operating a larger public company, and increased amortization of trademarks, patents and goodwill.

Interest expense, including finance charges, increased to $1,929,000 in 2001 from $959,000 in 2000, mainly due to debt obtained through the acquisitions and financing charges related to the write-off of costs due to the new banking arrangement.

Interest and other income increased to $865,000 in 2001 from $452,000 in 2000 due to an increase in interest earned on higher cash/investment balances throughout the year and foreign exchange gains of $46 recorded in 2000 and $355 recorded in 2001.

The provision for income taxes increased to $233,000 in 2001 from a recovery of $868,000 in 2000. The 2001 amount reflects an increase in non-deductible expenses. The recovery in 2000 includes the recognition of previously unrecognized Canadian tax loss carry-forwards.

Working capital increased by $15,442,000 to $17,066,000 in 2001 due in most part to the private placements completed during 2001.

Long-term debt decreased by $3,163,000 to $16,648,000 at December 31, 2001 compared to $19,811,000 at December 31, 2000, principally due to the repayment of certain facilities through proceeds from the aforementioned private placements and normally scheduled payments of capital leases and other debt.

Equity increased by $22,607,000 to $43,499,000 at December 31, 2001 from $20,892,000 at December 31, 2000.

Stake prepares its financial statements in accordance with Canadian GAAP, which differ in certain respects from the United States GAAP. However, Stake believes that such differences are not material to a decision by a stockholder of the Company whether to sell, transfer or hold any Shares, since such differences would not affect the ability of Stake to provide the necessary funds to pay for the Shares to be acquired pursuant to the Offer and the Merger. Pursuant to SEC Release No. 33-7760, effective January 24, 2000, 64 F.R. 61408, Stake is not required to furnish additional financial information about its financial condition where such information is not

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considered material, and specifically, where “(a) the considerations offered consists solely of cash; (b) the offer is not subject to any financing condition; and …(d) the offer is for all outstanding securities of the subject class.”

Except as set forth in this Offer to Purchase, none of Purchaser, Stake or their respective affiliates, nor, to the best knowledge of Purchaser, Stake and their respective affiliates, any of the persons listed on Schedule I, nor any associate or majority-owned subsidiary of any of the foregoing, beneficially owns or has a right to acquire any Shares, and neither Purchaser, Stake, nor, to the best knowledge of Purchaser, Stake or their respective affiliates, any of the persons or entities referred to above, nor any of the respective executive officers, directors or subsidiaries of any of the foregoing, has effected any transaction in the Shares during the past sixty (60) days.

Except as otherwise set forth in this Offer to Purchase, neither Purchaser nor Stake has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies.

Except as set forth in this Offer to Purchase, none of Purchaser, Stake or their respective affiliates, nor, to the best knowledge of Purchaser, Stake and their respective affiliates, any of the persons listed on Schedule I, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Except as set forth in this Offer to Purchase, none of Purchaser, Stake or their respective affiliates, nor, to the best knowledge of Purchaser, Stake and their respective affiliates, any of the persons listed on Schedule I, has had, since the last two years, any business relationships or transactions with the Company or any of its executive officers, directors or affiliates that would require reporting under the rules or regulations of the SEC applicable to the Offer. Except as set forth in this Offer to Purchase, since the last two years, there have been no contacts, negotiations or transactions between Purchaser, Stake or their respective affiliates, or, to the best knowledge of Purchaser, Stake and their respective affiliates, any of the persons listed on Schedule I, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, election of directors or a sale or other transfer of a material amount of assets.

Available Information.    Stake (but not the Purchaser) is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is obligated to file reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning Stake’s directors and officers, their remuneration, options granted to them, the principal holders of Stake’s securities and any material interests of such persons in transactions with Stake is required to be disclosed in proxy statements distributed to Stake’s stockholders and filed with the SEC. Such reports, proxy statements and other information should be available for inspection at the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at 233 Broadway, 13th Floor, New York, NY 10279 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60604. For further information regarding the public reference facilities, please call the SEC at 1-800-SEC-0330. Copies of such information should be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC’s principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a website on the Internet at http://www.sec.gov that contains reports, proxy statements and other information relating to Stake which have been filed via the SEC’S EDGAR System. In addition, Purchaser and Stake have filed a Schedule TO and exhibits thereto with the SEC in connection with the Offer and the Merger.

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10.     Source and Amount of Funds

Purchaser estimates that the total amount of funds required to purchase all of the outstanding Shares pursuant to the Offer and the Merger and to pay related expenses will be approximately $29 million. Stake and/or its wholly-owned subsidiary SunRich Food Group, Inc. (“SunRich”) intends to obtain the funds necessary to enable Purchaser to purchase all of the Shares and to pay the related expenses from (i) a $17 million tender facility (the “Tender Facility”) provided by the Bank of Montreal and Harris Trust and Savings Bank (the “Banks”), who will underwrite the full amount of the Tender Facility; (ii) the sale of a $5,000,000 convertible debenture (the “Debenture”) to an affiliate of its largest shareholder, Claridge Israel LLC (“Claridge”); and (iii) funds provided from the cash resources of Stake and its subsidiaries. Pursuant to an executed commitment letter dated October 24, 2002 between Stake and the Banks, with a term sheet for the Tender Facility attached (the “Term Sheet”), the Banks have committed to grant Purchaser and/or SunRich a $17 million, underwritten by the Banks, under the terms set forth in the Term Sheet. The Term Sheet serves as a binding commitment between the parties to enter into the Tender Facility.

The Tender Facility

The following is a summary of certain provisions of the contemplated Tender Facility Agreement, as set forth in the Term Sheet, a copy of which has been filed with the SEC as Exhibit (b) to the Schedule TO, a copy of which may be obtained in the manner described in Section 8.

Among other things, the Term Sheet provides that borrowings under the Tender Facility are subject to certain conditions precedent, including (i) a minimum of $6,000,000 in cash resources provided by Purchaser and/or Stake toward the purchase of Shares, and (ii) a minimum of $5,000,000 in cash from the sale of the Debenture to Claridge.

Availability; Interest Rates: Maturity: Convertible Debenture.    The Term Sheet provides that the Offer must be commenced no later than November 8, 2002 (10 business days after the commitment was accepted by Stake). An initial draw down shall be made no later than 45 days after the date of the Offer, unless extended through the mutual agreement of Purchaser and the Banks. The interest rates at the Purchaser’s option are (i) Harris Trust and Savings Bank Prime Rate (as defined in the Term Sheet) plus 1.0% per annum, and/or (ii) LIBOR (as defined in the Term Sheet) plus 200 basis points per annum. The Tender Facility will mature and be repaid on the earlier of (i) 60 days after the initial draw down unless extended by the Banks or (ii) the date on which the Company becomes a subsidiary of Stake. The Debenture is repayable with the Banks approval on or prior to December 31, 2003 and thereafter on or prior to November 30, 2004. The Debenture will bear interest at the rate of 5 ¹/2% per annum and is convertible into common shares of Stake at $3.00 per share commencing December 1, 2003. Upon issuance of the Debenture, Stake is also issuing to Claridge a stock purchase warrant to acquire 250,000 common shares of Stake at an exercise price of $3.25 per share. The warrant expires November 30, 2004.

11.     Background of the Offer; Purpose of the Offer and the Merger;

           The Merger Agreement and Certain Other Agreements

Contacts with the Company; Background of the Offer.

From time to time over the last several years, Stake has evaluated its position in the natural and organic foods markets and has considered various strategies for increasing shareholder value, including entering into strategic alliances, combinations with potential partners or the acquisition of suitable targets.

On May 8, 2002, Stake, via its wholly-owned subsidiary, SunRich, entered into a Confidentiality Agreement that, among other things, provided for the delivery and protection of confidential non-public information of the Company in order to allow representatives of Stake to evaluate the possible acquisition of the Company.

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On May 24, 2002, Stake submitted a non-binding letter of interest indicating a valuation range for the Company of $15 million to $22 million, subject to completion of customary due diligence, board of director, bank and regulatory approvals.

On June 4, 2002, Jeremy Kendall, Stake’s Chairman and Chief Executive Officer, and Steve Bromley, Stake’s Vice President, Finance and Chief Financial Officer attended at the offices of AH&H, Boston, Massachusetts, the Company’s investment bankers, and met with David Thibodeau, Scott Van Winkle and Jon Fox in order to introduce Stake and discuss the basis of the previously submitted non-binding letter of interest.

On June 24, 2002, Jeremy Kendall, Steve Bromley, Allan Routh, President, SunRich and Camillo Lisio, Independent Consultant and Director of Stake, attended at the offices of the Company’s counsel and met representatives of the Company, specifically Art McEvily, President and CEO and Scott Kumf, Chief Operating Officer and Chief Financial Officer. Also in attendance were representatives of AH&H, specifically David Thibodeau and Mindy Olson. Each of the parties discussed their respective organizations and access was provided to the Company’s data room.

On June 28, 2002, Stake submitted a revised non-binding letter of interest indicating a valuation range for the Company of $15 million to $17 million, subject to completion of customary due diligence, board of director, bank and regulatory approvals.

On July 11, 2002, Stake forwarded further documentation to AH&H, confirming a willingness to increase the offer to the $17 to $19 million range, subject to previously detailed terms and receipt of further information specific to the Company.

On August 7, 2002, Stake submitted a further revised non-binding letter of interest to acquire the Company at a price range of $2.35 to $2.40 per outstanding common share, subject to completion of customary due diligence, and board of director, bank and regulatory approvals.

On August 12, 2002, Jeremy Kendall forwarded a letter to the Company’s investment bankers outlining Stake’s due diligence approach and related timing.

On August 14, 2002, Jeremy Kendall forwarded a letter to the Company’s investment bankers further outlining Stake’s due diligence approach and related timing.

On August 15, 2002, Stake received a letter from the Company’s investment bankers confirming receipt of the letters of August 7th, 12th and 14th and detailing conditions to be followed during the upcoming due diligence process.

On August 26, 2002 through August 29, 2002, Jeremy Kendall, Steve Bromley, Camillo Lisio, John Dietrich, Vice President and Treasurer, Stake Technology Ltd. and Sergio Varela, Corporate Controller, Stake Technology Ltd. attended at the Company’s Corporate Offices in Bedford, MA to conduct various aspects of due diligence. Also present were representatives of AH&H.

On September 4, 2002, Jeremy Kendall, Steve Bromley, Camillo Lisio and John Widmark, Vice President of Operations, SunRich Food Group visited the Company’s facilities located in Cambridge, Minnesota in accordance with the due diligence plan. Also attending were Scott Kumf, Don Oldham, Director of Fiber Operations for the Company and Jim Beakey of AH&H.

On September 6, 2002, Jeremy Kendall, Steve Bromley and Camillo Lisio visited the Company’s facilities located in St. Thomas, Ontario in accordance with the due diligence plan. Also attending were Scott Kumf, John White, President, Canadian Harvest Process Ltd. and Jim Beakey of AH&H.

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On September 11, 2002, Steve Bromley, Camillo Lisio and John Widmark visited the Company’s facilities located in Louisville, Kentucky in accordance with the due diligence plan. Also attending were Scott Kumf, Don Oldham, Director of Fiber Operations for the Company, Bill Hofmeister, Louisville Plant Manager and Jim Beakey of AH&H.

On September 12, 2002, Steve Bromley, Camillo Lisio and John Widmark visited the Company’s facilities located in Galesburg, Illinois in accordance with the due diligence plan. Also attending were Scott Kumf, Frank Mallee, Galesburg Plant Manager and Jim Beakey of AH&H.

On September 13, 2002, Jeremy Kendall, Steve Bromley and Camillo Lisio visited with a number of the Company’s key employees in Boston, Massachusetts including Doug Shreves, Vice President, Sales and Business Development, Jim Podolske, Vice President, Applications and Technical Service and Brenda Estella, Vice President, Finance and Administration. These meetings were held in accordance with the due diligence plan. Also attending were Art McEvily, Scott Kumf and David Thibodeau.

On September 25, 2002, Stake submitted a revised proposal to acquire the Company at a price of $2.50 per outstanding common share, subject to board of director, bank and regulatory approvals.

From September 25, 2002 through October 25, 2002, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company, and Dunnington, Bartholow & Miller LLP, counsel for Stake, negotiated the terms of the definitive Merger Agreement and Stockholders’ Agreement.

On October 3, 2002, the Board of Directors of Stake approved the transaction, and, on October 16, 2002, the Board of Directors of the Company approved the transaction, which decision was ratified on October 22, 2002.

On October 25, 2002, Stake and the Company entered into the Merger Agreement and Stockholders’ Agreement. The transaction was announced in Toronto and in Boston prior to the opening of trading in the Shares on the Nasdaq and TSE on October 28, 2002.

On November 4, 2002, Purchaser commenced the Offer.

Purpose of the Offer and the Merger.    The purpose of the Offer and the Merger is to enable Purchaser to acquire control of, and the entire equity interest in, the Company. The Offer is being made pursuant to the Merger Agreement and is intended to increase the likelihood that the Merger will be effected. The purpose of the Merger is to acquire all of the issued and outstanding Shares not purchased pursuant to the Offer.

Stockholders of the Company who sell their Shares in the Offer will cease to have any equity interest in the Company and any right to participate in its earnings and future growth. If the Merger is consummated, non-tendering stockholders will no longer have an equity interest in the Company and instead will have only the right to receive cash consideration pursuant to the Merger Agreement or to exercise statutory appraisal rights under Section 262 of the DGCL. See Section 12. Similarly, after selling their Shares in the Offer or the subsequent Merger, stockholders of the Company will not bear the risk of any decrease in the value of the Company.

Merger Agreement.    The following is a summary of certain portions of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which has been filed with the SEC as an Exhibit to the Schedule TO. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 8 of this Offer to Purchase. Capitalized terms used herein without definition shall have the same meanings given to them in the Merger Agreement.

The Offer.    Provided that the Merger shall not have been terminated in accordance with Section 7.1 of the Merger Agreement and none of the events set forth in Annex A thereto shall have occurred or be existing, Purchaser shall commence, and Stake shall cause Purchaser to commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to commence

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the Offer. The obligation of Purchaser to accept for payment and pay for the Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Annex A thereto (unless the failure of any such condition was caused by any breach by Stake or Purchaser of the Merger Agreement in which case Purchaser shall be obligated to accept for payment and pay for the Shares tendered pursuant to the Offer provided that such failure has been waived by the Company), including the condition that a number of the Shares representing that number of Shares which would equal more than fifty percent (50%) of the Shares then issued and outstanding on a fully-diluted basis shall have been validly tendered and not withdrawn prior to the Expiration Date of the Offer (the “Minimum Condition”). Purchaser expressly reserves the right to waive any such condition, to increase the Per Share Amount and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser will not (i) decrease the Per Share Amount, (ii) reduce the maximum number of the Shares to be purchased in the Offer, (iii) change the form of the consideration payable in the Offer, (iv) add to, modify or supplement the conditions to the Offer set forth in Annex A thereto, (v) extend the Expiration Date of the Offer beyond the twenty (20) business days following the commencement thereof, except as expressly provided herein, or (vi) make any other change in the terms or conditions of the Offer which is adverse to the holders of the Shares. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to each seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer, Purchaser shall, and Stake shall cause Purchaser to, accept for payment and pay, as promptly as practicable after expiration of the Offer, for all the Shares validly tendered and not withdrawn. Subject to the terms and conditions, the Offer shall remain open until midnight, Eastern Time, on the date that is twenty (20) business days after the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act); provided, however, that without the prior written consent of the Company, Purchaser may (i) extend the Offer, if at the scheduled Expiration Date of the Offer any of the conditions set forth in Annex A of the Merger Agreement shall not have been satisfied or waived, for one (1) or more periods (none of which shall exceed ten (10) business days) not to exceed thirty (30) business days in the aggregate or, if earlier, until such time as such conditions are satisfied or waived, (ii) extend the Offer for one (1) or more periods, not to exceed thirty (30) business days in the aggregate, if required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, or (iii) extend the Offer on one (1) occasion for an aggregate period of not more than ten (10) business days beyond the latest Expiration Date that would otherwise be permitted under clause (i) or (ii) of this sentence if, on such Expiration Date, there shall not have been tendered that number of the Shares which would equal more than ninety percent (90%) of the issued and outstanding Shares; provided, however, that if Purchaser shall extend the Offer pursuant to this clause (iii), Purchaser shall waive during such extension all conditions set forth in Annex A of the Merger Agreement other than the Minimum Condition and the conditions set forth in paragraphs (a) or (d) in Annex A of the Merger Agreement. If on the initial scheduled Expiration Date of the Offer or any extension thereof, any applicable waiting period under any applicable foreign laws regulating competition, antitrust, investment or exchange controls has not expired or terminated prior to the expiration of the Offer, Purchaser shall, if requested to do so by the Company, extend the Expiration Date of the Offer until a date not later than January 15, 2003 and Stake shall use its best efforts to obtain all permits, authorizations, consents, expiration or termination of waiting periods, and approvals as may be required by any governmental entity. In addition, Stake and Purchaser each agree that if all of the conditions set forth in Annex A of the Merger Agreement are not satisfied, including the satisfaction of the Minimum Condition, on any Expiration Date of the Offer, then Purchaser shall, and Stake shall cause Purchaser to, extend the Offer for one (1) or more periods of not less than ten (10) business days if requested to do so by the Company, provided that the Company shall be entitled to make only three (3) such requests.

The Company’s Board of Directors.    The Merger Agreement provides that, promptly upon the satisfaction of the Minimum Condition and the purchase by Purchaser of such Shares tendered in satisfaction of the Minimum Condition pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Stake shall be entitled to designate such number of directors of good repute, rounded down to the nearest whole number, on the Board of Directors as will give Stake, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors equal to at least that number of directors which equals the product of the total number of the currently serving directors on the Board of Directors (giving effect

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to the directors appointed or elected pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of the Shares beneficially owned by Stake or any affiliate of Stake (including such of the Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the number of Shares outstanding; provided, that Stake shall not be entitled to designate a majority of the directors on the Board of Directors unless it and its affiliates beneficially own a majority of the shares of Company common stock outstanding. The Company shall, upon request by Stake, promptly increase the size of the Board of Directors or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Stake’s designees to be elected to the Board of Directors in accordance with the terms of Section 4.1 of the Merger Agreement and shall use its best efforts to cause Stake’s designees to be so elected; provided, however, that, in the event that Stake’s designees are appointed or elected to the Board of Directors, until the Effective Time (x) William P. Carmichael and Glynn C. Morris shall each continue to serve as a director of the Company and (y) the Board of Directors shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the Federal securities laws) of Stake (such directors, the “Independent Directors”); provided further, that if at any time or from time to time fewer than two (2) Independent Directors remain, the other directors shall elect to the Board of Directors such number of persons who shall be neither officers of the Company nor designees, stockholders, affiliates or associates of Stake so that the total of such persons and remaining Independent Directors serving on the Board of Directors is at least two (2). Any such person elected to the Board of Directors pursuant to the second proviso of the preceding sentence shall be deemed to be an Independent Director. Following the time directors designated by Stake constitute a majority of the Board of Directors and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required for certain actions, specifically described in the Merger Agreement, related to the Offer, Merger and the Merger Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under the Merger Agreement and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Stake has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under the Merger Agreement. Stake will supply the Company any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding anything in the Merger Agreement to the contrary, following the time directors designated by Stake constitute a majority of the Board of Directors and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate on behalf of the Company the Merger Agreement, (ii) exercise or waive any of the Company’s rights or remedies thereunder, (iii) extend the time for performance of Stake’s or Purchaser’s obligations thereunder or (iv) take any other action required to be taken by the Board of Directors thereunder.

The Merger.    Following the consummation of the Offer, the Merger Agreement provides that, subject to the terms and conditions thereof, at the Effective Time and subject to and upon the terms and conditions of the Merger Agreement and the DGCL, Purchaser shall be merged with and into the Company, the separate corporate existence of Purchaser shall cease, and the Company shall continue as the Surviving Corporation.

The respective obligations of Purchaser, on the one hand, and the Company, on the other hand, to effect the Merger are subject to the satisfaction on or prior to the Effective Time of each of the following conditions, unless such failure of any such conditions is a result of a breach of either party’s material obligations under the Merger Agreement: (i) Purchaser shall have made, or caused to be made, the Offer and shall have purchased, or caused to be purchased, Shares pursuant to the Offer, (ii) the Merger and the Merger Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by the DGCL, and (iii) no statute, rule, regulation, judgment, writ, decree, order or injunction shall have been promulgated, enacted, entered or enforced by any Governmental Entity that in any of the foregoing cases has the effect of making illegal or directly or indirectly restraining, prohibiting or restricting the consummation of the Merger.

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At the Effective Time (i) each of the Shares issued and outstanding immediately before the Effective Time (other than Shares held in the treasury of the Company and each such Share owned by Stake or any direct or indirect wholly-owned subsidiary of Stake or of the Company immediately before the Effective Time or any such Shares which are held by a stockholder who has demanded and perfected such stockholder’s demand for appraisal of such stockholder’s Shares in accordance with the DGCL) shall be canceled and converted into the right to receive the Per Share Amount paid pursuant to the Offer, without interest, upon the surrender of the certificate representing such Shares in accordance with the Merger Agreement and (ii) each share of common stock, $1.00 par value, of Purchaser issued and outstanding immediately before the Effective Time will thereafter represent one validly issued, fully paid and nonassessable share of common stock, $1.00 par value, of the Surviving Corporation. For purposes of the Merger Agreement, “Subsidiary” means any corporation or other legal entity of which the Company (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the Board of Directors or other governing body of such corporation or other legal entity.

Stockholders’ Meeting.    Pursuant to the Merger Agreement, following the consummation of the Offer, the Company shall promptly take all action necessary in accordance with the DGCL and the Restated Certificate of Incorporation and the Bylaws to convene the Company stockholders’ meeting, if such meeting is required. The stockholder vote required for approval of the Merger will be no greater than that set forth in the DGCL. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of Stake, advisable to secure any vote of stockholders required by the DGCL to effect the Merger. Notwithstanding the foregoing, if Purchaser or any other Subsidiary of Stake shall acquire at least 90% of the outstanding Shares on a fully diluted basis, and provided that the conditions to the Merger shall have been satisfied or waived, the Company shall, at the request of Stake, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without the approval of the stockholders of the Company, in accordance with Section 253 of the DGCL. As promptly as practicable after the consummation of the Offer, and if required by the Exchange Act, the Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders the proxy statement or information statement (such proxy statement or information statement, as amended or supplemented, is herein referred to as the “Proxy Statement”). The Proxy Statement shall contain the recommendation of the Board of Directors that the Company’s stockholders approve the Merger Agreement and the Merger.

Option Plans.    Pursuant to the Merger Agreement, prior to the time at which the Merger becomes effective, the Company shall use commercially reasonable efforts to provide that each outstanding option to acquire Shares (each, a “Company Option”) issued pursuant to the Company’s 1992 Employee, Director and Consultant Stock Option Plan and its 1991 Non-Employee Stock Option Plan (together, the “Stock Option Plans”), whether or not then exercisable or vested, shall be exercisable for and entitle each holder thereto to payment in cash from the Surviving Corporation, upon exercise, equal to the product of (i) the number of Shares previously subject to such Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price of each such Company Option (such payment, if any, to be net of applicable withholding and excise taxes).

Company Stock Purchase Plan.    Contingent upon the purchase of the Shares by the Purchaser pursuant to the Offer, the Company shall amend its Amended and Restated Employee Stock Purchase Plan (the “Company Purchase Plan”) so that as of the Effective Time (i) the Company Purchase Plan will terminate and (ii) there will be no outstanding rights of participants under the Company Purchase Plan. Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company Purchase Plan) that are necessary to effect to this section.

Employee, Director and Consultant Stock Option Plan.    In addition, the Company has a stock option program for directors under its 1992 Employee, Director and Consultant Stock Option Plan pursuant to which, on March 31 of each year, each non-employee director then in office receives options to purchase 5,000 shares of common stock at the then fair market value thereof. Such options vest in equal annual installments over a five-

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year period based on continued service on the Board of Directors. Options to purchase 5,000 Shares were granted under this program during each fiscal 2001 and 2002 to Messrs. Carmichael, Clausi, Fields, Morris and Suquet.

Conduct of Business Pending the Merger.    Except as contemplated by the Merger Agreement or as set forth in Section 5.1 of the Company’s disclosure schedule to the Merger Agreement (the “Disclosure Schedule”), during the period from the date of the Merger Agreement to the Effective Time, the Company and its Subsidiaries shall in all material respects conduct their operations according to their ordinary and usual course of business and consistent in all material respects with past practice, and the Company shall use commercially reasonable efforts to preserve intact in all material respects the business organization of the Company, keep available the services of its current officers, and preserve in all material respects the goodwill of those having advantageous business relationships with it and its subsidiaries. Without limiting the generality of the foregoing, and except as contemplated by this Agreement, as set forth in the Disclosure Schedule or as disclosed in writing to Purchaser, prior to the Effective Time, neither the Company nor any of its Subsidiaries, as the case may be, will, without the prior written consent of Purchaser:

(a)    issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, additional shares of its capital stock or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, other than the Shares, the Company Options, preferred stock, treasury shares, rights, warrants or options, each as may be issuable pursuant to the Company Options;

(b)    split, combine, subdivide, reclassify or redeem, or purchase or otherwise acquire, or propose to do any of the foregoing with respect to, any of its outstanding securities;

(c)    declare or pay any dividend or distribution on the Shares;

(d)    subject to the fiduciary duties of the Board of Directors of the Company and except pursuant to agreements or arrangements in effect on the date hereof, purchase or otherwise acquire, sell or otherwise dispose of or encumber (or enter into any agreement to so purchase or otherwise acquire, sell or otherwise dispose of or encumber) material properties or material assets except in the ordinary course of business;

(e)    subject to the rights of the stockholders of the Company under applicable law, adopt any amendments to the Restated Certificate of Incorporation or Bylaws of the Company;

(f)    (i) increase the compensation of any of its directors or officers, except pursuant to the terms of agreements or plans currently in effect, in amounts material to the Company and its Subsidiaries, taken as a whole, (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any existing plan, agreement or arrangement to any directors or officers in amounts material to the Company and its Subsidiaries, taken as a whole, (iii) commit itself (other than pursuant to any collective bargaining agreement) to any additional pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment or consulting agreement with or for the benefit of any director or officer, whether past or present in amounts material to the Company and its Subsidiaries, taken as a whole, or (iv) amend in any material respect any such material plan, agreement or arrangement; or

(g)    except in the ordinary course of business (i) incur any material amount of long-term indebtedness for borrowed money or issue any material amount of debt securities or assume, guarantee or endorse the obligations of any other person except for obligations of wholly-owned Subsidiaries, (ii) make any material loans, advances or capital contributions to, or investments in, any other person (other than to wholly-owned Subsidiaries or customary loans or advances to employees in amounts not material to the maker of such loan or advance), (iii) pledge or otherwise encumber shares of capital stock of the Company or a material portion of the capital stock of any of its Subsidiaries, or (iv) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material lien thereupon.

No Solicitation.    Until the earlier of the termination of the Merger Agreement or the Effective Time, the Company shall not, and will direct each officer, director, representative and agent of the Company and each of its

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Subsidiaries not to, (a) directly or indirectly, encourage, solicit, or initiate any inquiries regarding or the submission from any corporation, partnership, person or other entity or group (other than Purchaser or an affiliate or an associate of Purchaser) concerning any offers or proposals for any merger, sale of all or substantially all of the assets of, or a tender offer for all or substantially all of the Shares, or similar transactions involving the Company or any of its Subsidiaries (an “Acquisition Proposal”); (b) except as permitted below, participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes any Acquisition Proposal; or (c) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal. Notwithstanding the foregoing, the Company may, (i) refer any party to the Merger Agreement, (ii) directly or indirectly, furnish information and access, in response to unsolicited requests therefor to any corporation, partnership, person or other entity or group, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiations concerning any Acquisition Proposal if the Board of Directors determines in its good faith judgment, after consultation with its financial advisors and legal counsel, that the Acquisition Proposal is, or reasonably could result in, a Superior Proposal (as defined below), and (iii) to the extent applicable, comply with Rule 14e-2 or 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. The Company shall promptly notify Purchaser if it shall, on or after the date hereof, have entered into a confidentiality agreement with any third parry in response to any unsolicited request for information and access in connection with a possible Acquisition Proposal involving such party. “Superior Proposal” means any Acquisition Proposal having terms that the Board of Directors determines in its good faith judgment, after having received the advice of its financial advisor and legal counsel, to be more favorable to the Company’s stockholders than the Offer and the Merger.

Indemnification and Insurance.    Under the Merger Agreement, the Company has agreed, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, to indemnify and hold harmless, and after the Effective Time, Stake and the Surviving Corporation have agreed for a period of six (6) years following the Effective Time, to the fullest extent permitted under applicable law, to indemnify and hold harmless, each director, officer, employee, fiduciary and agent of the Company or any Subsidiary and their respective Subsidiaries and affiliates including, without limitation, officers and directors serving as such on the date of the Merger Agreement (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to any of the transactions contemplated thereby, including without limitation liabilities arising under the Securities Act or the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or, after the Effective Time, Stake and the Surviving Corporation shall pay as incurred the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company, Stake and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor Stake or the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided, further, that neither the Company, Stake or the Surviving Corporation shall be obligated to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two (2) or more of such Indemnified Parties have conflicting interests in the outcome of such action. Stake and Purchaser agree that any claims for indemnification as to which they have received written notice prior to the sixth anniversary of the Effective Time shall survive, whether or not such claims shall have been finally adjudicated or settled. For six (6) years after the Effective Time, the Surviving Corporation shall maintain or obtain officers’ and directors’ liability insurance (which may be a part of Stake’s insurance policy) covering the Indemnified Parties who are currently covered by the Company’s officers and directors liability insurance policy on terms not less favorable than those in effect on the date of the Merger Agreement in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period exceed the per annum rate of premium paid by the Company for such insurance as of the date

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of the Merger Agreement, then the Surviving Corporation shall provide the maximum coverage that will then be available at an annual premium equal to such per annum rate as of the date of the Merger Agreement. The Surviving Corporation shall continue in effect the indemnification provisions currently provided by the Restated Certificate of Incorporation and the Bylaws of the Company for a period of not less than six (6) years following the Effective Time. The provision listed above shall survive the consummation of the Merger and any termination of the Merger Agreement. Notwithstanding any other provision under the Merger Agreement, the provisions listed above are intended to be for the irrevocable benefit of and to grant third-party rights to Indemnified Parties whether or not parties to the Merger Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained above.

Representations and Warranties.    Pursuant to the Merger Agreement, the Company has made customary representations and warranties to Stake and Purchaser with respect to, among other things, its organization and qualification, capitalization, authority relative to the Merger Agreement, potential conflicts of interest, public filings, financial statements, the absence of any material adverse effect on the Company since June 30, 2002, litigation, employee benefit plans, real property, intellectual property, insurance, environmental matters, material contracts, conduct of business, tax matters, labor relations, transactions with affiliates, offer documents and proxy statement, brokers, and the inapplicability of Section 203 of the DGCL.

Termination.    The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval of matters presented in connection with the Merger by the stockholders of the Company:

(a)    by mutual written consent of the parties duly authorized by the Boards of Directors of the Company and Stake;

(b)    by either Stake or the Company if (i) any Governmental Entity or court shall have issued a final and non-appealable order, decree, ruling or injunction, or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, the Shares pursuant to the Offer or the Merger (which the party seeking to terminate this Agreement shall have used its best efforts to have lifted, rescinded, mitigated or reversed) or (ii) any action is taken or any statute, rule, regulation or order is enacted, entered, enforced or deemed applicable to the Offer or the Merger which makes the consummation of the Offer or the Merger illegal;

(c)    by either Stake or the Company if the Effective Time shall not have occurred on or before January 15, 2003; provided that the right to terminate the Merger Agreement under this clause shall not be available to any party whose failure to fulfill any covenant, agreement or obligation under the Merger Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date; and provided, further, that if the Offer or the Merger shall not have been consummated solely due to the waiting period (or any extension thereof) or approvals under any applicable foreign competition laws not having expired or been terminated or received, then such date shall be extended to January 31, 2003;

(d)    by Stake if, due to an occurrence or circumstance that would result in a failure to satisfy any condition set forth in Annex A of the Merger Agreement (it being understood that if such occurrence or circumstance is curable by the Company through the exercise of its reasonable best efforts prior to the next scheduled Expiration Date of the Offer, and for so long as the Company continues to exercise such reasonable best efforts prior to such Expiration Date, then Purchaser may not terminate the Offer prior to such Expiration Date), Purchasers shall have (i) failed to commence the Offer as set forth in Section 1.1 of the Merger Agreement, (ii) terminated the Offer without having accepted any Shares for payment thereunder, or (iii) failed to pay for the Shares validly tendered pursuant to the Offer in accordance with the terms thereof, unless such termination or failure to pay for the Shares shall have been caused by or resulted from the failure of Stake or Purchaser to perform in any material respect any covenant or agreement of either of them contained in this Agreement or the material breach by Stake or Purchaser of any representation or warranty of either of them contained in this Agreement;

(e)    by Stake if, prior to the purchase of any Shares validly tendered pursuant to the Offer, the Board of Directors of the Company shall have withdrawn, modified or amended in a manner that is materially

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adverse to Stake or Purchaser its approval or recommendation of this Agreement, the Offer or the Merger or shall have recommended another merger, consolidation or business combination involving, or acquisition of, the Company or its assets or another tender offer for the Shares;

(f)    by the Company if, prior to the purchase of the Shares pursuant to the Offer, the Board of Directors of the Company determines that an Acquisition Proposal is or reasonably could result in a Superior Proposal;

(g)    by the Company if, due to an occurrence or circumstance that would result in a failure to satisfy any condition set forth in Annex A of the Merger Agreement, Purchaser shall have (i) failed to commence the Offer as set forth in Section 1.1 of the Merger Agreement, (ii) terminated the Offer without having accepted any Shares for payment thereunder, or (iii) failed to pay for the Shares validly tendered pursuant to the Offer in accordance with the terms thereof, or for the Net Gains, unless such termination or failure to pay shall have been caused by or resulted from the failure of the Company to perform in any material respect any covenant or agreement of it contained in this Agreement or the failure of the condition set forth in paragraph (d) of Annex A of the Merger Agreement; or

(h)    by the Company if any representation or warranty of Stake or Purchaser in this Agreement shall not be true and correct on the date of this Agreement, or Stake or Purchaser shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of Stake or Purchaser to be performed or complied with by it under this Agreement; provided that such breach or failure to perform (if curable) has not been cured within thirty (30) calendar days after notice to Stake.

Fees.

(a)    If (x) Stake or Purchaser terminates the Merger Agreement pursuant to Section 7.1(d) of the Merger Agreement (but solely on the basis of a failure to satisfy a condition set forth in paragraphs (b), (d) or (e) of Annex A of the Merger Agreement) or 7.1(e) of the Merger Agreement, or (y) the Company terminates this Agreement pursuant to Section 7.1(f) of the Merger Agreement, then in each case, the Company shall pay, or cause to be paid to Stake at the time of termination by wire transfer of immediately available funds to an account specified by Stake an amount equal to $1.0 million (the “Termination Fee”) plus an amount of up to $250,000 (the “Expense Fee”) for out-of-pocket fees and expenses incurred or paid by or on behalf of Stake or Purchaser in connection with the transactions contemplated by this Agreement, including, but not limited to, fees and expenses of counsel, investment bankers, commercial banks, accountants, experts and consultants to Stake and Purchaser upon receipt by the Company of an invoice for such expenses up to $250,000. Payment of the Termination Fee and Expense Fee shall be made by wire transfer of immediately available funds no later than five (5) business days after delivery to the Company of written notice of demand for payment and delivery of such invoice.

(b)    Payment of the Termination Fee and Expense Fee, if any, as the case may be, shall be Stake’s and Purchaser’s exclusive remedy for any termination of this Agreement and neither Stake’s nor Purchaser shall have any further recourse against the Company for, or as a result of, such termination.

Stockholders’ Agreement.    The following is a summary of certain portions of the Stockholders’ Agreement and is qualified in its entirety by reference to the Stockholders’ Agreement, a copy of which has been filed with the SEC as an Exhibit to the Schedule TO. The Stockholders’ Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 8 of this Offer to Purchase.

As a condition and inducement to Stake and Purchaser entering into the Merger Agreement, concurrently with the execution and delivery of the Merger Agreement, Stake and Purchaser entered into the Stockholders’ Agreement with eight (8) officers and directors and other stockholders of the Company (the “Stockholders”) who beneficially own approximately 14.5% of the Shares. Pursuant to the Stockholders’ Agreement, the Stockholders have agreed to validly tender pursuant to the Offer all Shares owned by them, as well as any Shares acquired by them after the date of the Stockholders’ Agreement, and not thereafter withdraw such tender.

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In addition, the Stockholders have agreed that, during the Term (as defined below), at any meeting of the Company’s stockholders, however called, and in any action by written consent of the stockholders of the Company, each Stockholder shall vote his or her Shares (i) in favor of the Merger and the Merger Agreement (as amended from time to time), (ii) against any Acquisition Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Restated Certificate of Incorporation or Bylaws, any other material change in the Company’s corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (iii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated and (iv) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Purchaser or its nominees to vote such Shares directly. For purposes of the Stockholders’ Agreement, “Term” means the term from the date of the Stockholders’ Agreement until the termination of the Stockholders’ Agreement.

Each of the Stockholders has constituted and appointed Purchaser and Stake, or any nominee of Purchaser and Stake, with full power of substitution and resubstitution, at any time during the Term, as his or her true and lawful attorney and proxy (his or her “Proxy”) for and in his or her name, place and stead, to demand that the Secretary of the Company call a special meeting of the stockholders of the Company for the purpose of considering the Merger and the Merger Agreement, any Acquisition Proposal and the transactions contemplated by the Merger Agreement (if permitted under the Restated Certificate of Incorporation or Bylaws) and to vote each of such Shares as its Proxy, at every annual, special, adjourned or postponed meeting of the stockholders of the Company, including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the DGCL may permit or require as provided under the Stockholders’ Agreement.

Except as contemplated by the Stockholders’ Agreement and the Merger Agreement, each Stockholder has agreed during the Term not to (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholders’ Shares or any interest therein, or create or permit to exist any Encumbrance (as defined in the Stockholders’ Agreement) on such Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of his or her obligations thereunder or the transactions contemplated thereby or by the Merger Agreement. During the Term, each Stockholder has agreed not to, and has agreed not to permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the “Representatives”) to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (iii) enter into any agreement with respect to any Acquisition Proposal. Upon execution of the Stockholders’ Agreement, each Stockholder has agreed to, and has agreed to cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted theretofore with respect to any of the foregoing.

The Stockholders’ Agreement provides that each Stockholder will promptly notify Stake of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder, and each Stockholder will immediately communicate to Stake the terms of any proposal, discussion, negotiation or inquiry which he or she may receive (and will promptly provide to Stake copies of any written materials received by it in connection with

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such proposal, discussion, negotiation or inquiry) and the identity of the person making such proposal or inquiry or engaging in such discussion or negotiation. Notwithstanding any provision discussed above to the contrary, if any Stockholder or any of his or her Representatives is a member of the Board of Directors, such member of the Board of Directors may take actions in such capacity to the extent permitted by Section 5.2 of the Merger Agreement.

The Stockholders’ Agreement contains various customary representations and warranties of the parties thereto including, without limitation, representations and warranties by each of the Stockholders as to due authorization, the absence of any failure to make required filings and consents, the absence of conflicts with trust agreements and other similar documents and contracts and title to its Shares. The Stockholders’ Agreement will terminate and be of no force and effect (i) by written mutual consent of the parties or (ii) automatically and without any required action of the parties upon the Effective Time. No such termination of the Stockholders’ Agreement shall relieve any party from any liability for any breach of the Stockholders’ Agreement prior to termination. Stake will indemnify each Stockholder against all claims, action, suit, proceeding or investigation, losses, damages, liabilities (or actions in respect thereof), costs and expenses (including reasonable fees and expenses of counsel) arising out of or based upon the execution or delivery of the Stockholders’ Agreement or the performance by such Stockholder of its obligations thereunder.

Confidentiality Agreement.    The following is a summary of certain portions of the Confidentiality Agreement (as defined below) and is qualified in its entirety by reference to the Confidentiality Agreement, a copy of which has been filed with the SEC as an Exhibit to the Schedule TO. The Confidentiality Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 8 of this Offer to Purchase.

On May 8, 2002, AH&H, on behalf of, and as exclusive, retained advisor to, the Company, entered into a confidentiality agreement (the “Confidentiality Agreement”) with SunRich. Under the terms of the Confidentiality Agreement, AH&H agreed to provide certain publicly available and material non-public information about the Company to SunRich, and SunRich agreed to keep certain information confidential including: (i) the identity of the Company; (ii) information prepared by AH&H, the Company, its advisers, agents or otherwise furnished by the Company pursuant to the Confidentiality Agreement and (iii) SunRich’s consideration of any subsequent transaction between SunRich and the Company (the “Confidential Information”). SunRich agreed to use the Confidential Information only for purposes of evaluating any potential transactions between SunRich and the Company and, unless required by law, agreed not to disclose the Confidential Information to any third party without the written consent of the Company. Further terms of the Confidentiality Agreement include: (i) the return of Confidential Information to AH&H, (ii) a standstill agreement whereby SunRich agreed to refrain, for a period of 18 months, to seek to control or influence the management, Board of Directors or policies of the Company and (iii) notification to the Company of any subpoena or other order with respect to any Confidential Information.

12.     Plans for the Company; Other Matters

Plans for the Company.    If, as and to the extent that Stake acquires control of the Company, Stake intends to conduct a detailed review of the Company and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel and to consider and determine what, if any, changes would be desirable in light of the circumstances which then exist. Such changes could include, among other things, changes in the Company’s business, corporate structure, capitalization or management.

Assuming the Minimum Condition is satisfied and Purchaser purchases Shares pursuant to the Offer, Stake intends promptly to exercise its rights under the Merger Agreement to obtain majority representation on, and control of, the Board of Directors. The Merger Agreement provides that Stake shall be entitled to designate such number of directors of good repute, rounded down to the nearest whole number, on the Board of Directors as will give Stake, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of

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Directors equal to at least that number of directors which equals the product of the total number of the currently serving directors on the Board of Directors (giving effect to the directors appointed or elected pursuant to this sentence and including current directors serving as officers of Company) multiplied by the percentage that the aggregate number of the Shares beneficially owned by Stake or any affiliate of Stake (including such of the Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the number of Shares outstanding; provided, that Stake shall not be entitled to designate a majority of the directors on the Board of Directors unless it and its affiliates beneficially own a majority of the shares of Company common stock outstanding. See Section 11. The Merger Agreement provides that the directors of Purchaser and the officers of the Company immediately before the Effective Time of the Merger will be the initial directors and officers, respectively, of the Surviving Corporation, in each case until their successors are elected or appointed and qualified.

Purchaser, Stake or an affiliate of Purchaser or Stake may, following the consummation or termination of the Offer, seek to acquire additional Shares through open market purchases, privately negotiated transactions, a tender offer or exchange offer or otherwise, upon such terms and at such prices as it shall determine, which may be more or less than the Per Share Amount. Purchaser, Stake and their respective affiliates also reserve the right to dispose of any or all Shares acquired by them, subject to the terms of the Merger Agreement.

Except as disclosed in this Offer to Purchase, Stake will continue to evaluate the business and operations of the Company during the pendency of the Offer and the consummation of the Offer and the Merger, and Stake will take such actions as it deems appropriate under the circumstances then existing. It is expected that the business and operations of the Company would form an important part of Stake’s future business plans. There can be no assurance however that current plans will not change or be modified, and any such change or modification could be material.

Stockholder Approval.    Under the DGCL, the approval of the Board of Directors and the affirmative vote of the holders of a majority of the outstanding Shares are required to adopt and approve the Merger Agreement and the transactions contemplated thereby. The Company has represented in the Merger Agreement that the execution and delivery of the Merger Agreement and the consummation by the Company of the transactions contemplated by the Merger Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject to the approval of the Merger by the Company’s stockholders in accordance with the DGCL. In addition, the Company has represented that the affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the Company’s capital stock which is necessary to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. Therefore, unless the Merger is consummated pursuant to the short-form merger provisions under the DGCL described below (in which case no further corporate action by the stockholders of the Company will be required to complete the Merger), the only remaining required corporate action of the Company will be the approval of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of a majority of the Shares. In the event that Purchaser acquires in the aggregate at least a majority of the Shares entitled to vote on the approval of the Merger and the Merger Agreement, it would have the ability to effect the Merger without the affirmative votes of any other stockholders.

Short-Form Merger.    Section 253 of the DGCL provides that, if a corporation owns at least 90% of the outstanding shares of each class of another corporation, the corporation holding such stock may merge itself into such corporation without any action or vote on the part of the Board of Directors or the stockholders of such other corporation (a “short-form merger”). In the event that Purchaser and its Subsidiaries acquire in the aggregate at least 90% of the outstanding Shares, pursuant to the Offer or otherwise, then, at the election of Purchaser, a short-form merger could be effected without any approval of the Board of Directors or the stockholders of the Company, subject to compliance with the provisions of Section 253 of the DGCL. In the Merger Agreement, the Company, Stake and Purchaser have agreed that, notwithstanding that all conditions to the Offer are satisfied or waived as of the scheduled Expiration Date, Purchaser may extend the Expiration Date of the Offer (as it may be extended) for up to ten (10) business days, if on such Expiration Date the conditions for

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the Offer set forth in Section 14 of this Offer to Purchase shall have been satisfied or earlier waived, but the number of Shares that have been validly tendered and not withdrawn represents less than 90% of the then issued and outstanding Shares on a fully diluted basis. If Purchaser does not own 90% of the outstanding Shares following consummation of the Offer, Purchaser may seek to purchase additional Shares in the open market or otherwise in order to reach the 90% threshold with respect to the Shares, and effect a short-form merger. The per share consideration paid for any Shares so acquired may be greater or less than the Per Share Amount. Purchaser presently intends to effect a short-form merger if permitted to do so under the DGCL.

Appraisal Rights.    Holders of Shares do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, holders of Shares at the Effective Time will have certain rights pursuant to the provisions of Section 262 of the DGCL including the right to dissent and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. Under Section 262 of the DGCL, dissenting stockholders of the Company who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such fair value in cash, together with a fair rate of interest thereon, if any. Any such judicial determination of the fair value of the Shares could be based upon factors other than, or in addition to, the price per Share to be paid in the Merger or the market value of the Shares. The value so determined could be more or less than the price per Share to be paid in the Merger.

The foregoing summary of the rights of dissenting stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available under the DGCL. The preservation and exercise of appraisal rights require strict adherence to the applicable provisions of the DGCL.

Rule 13e-3.    The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain “going private” transactions and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which Purchaser seeks to acquire the remaining Shares not held by it. Purchaser believes, however, that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger would be effected within one (1) year following consummation of the Offer, and in the Merger stockholders would receive the same price per Share as paid in the Offer. If Rule 13e-3 were applicable to the Merger, it would require, among other things, that certain financial information concerning the Company, and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders in such a transaction, be filed with the SEC and disclosed to minority stockholders prior to consummation of the transaction.

13.     Dividends and Distributions

As described above, the Merger Agreement provides that, until the Effective Time, except as expressly set forth in or contemplated by the Merger Agreement, the Company will not:

(i)    issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, additional shares of its capital stock or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, other than the Shares, Company Options, preferred stock, treasury shares, rights, warrants or options, each as may be issuable pursuant to the Company Options;

(ii)    split, combine, subdivide, reclassify or redeem, or purchase or otherwise acquire, or propose to do any of the foregoing with respect to, any of its outstanding securities;

(iii)    declare or pay any dividend or distribution on the Shares;

(iv)    subject to the fiduciary duties of the Board of Directors of the Company and except pursuant to agreements or arrangements in effect on the date hereof, purchase or otherwise acquire, sell or otherwise dispose of or encumber (or enter into any agreement to so purchase or otherwise acquire, sell or otherwise dispose of or encumber) material properties or material assets except in the ordinary course of business;

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(v)    subject to the rights of the stockholders of the Company under applicable law, adopt any amendments to the Restated Certificate of Incorporation or Bylaws of the Company;

(vi)    (a) increase the compensation of any of its directors or officers, except pursuant to the terms of agreements or plans currently in effect, in amounts material to the Company and the Company Subsidiaries, taken as a whole, (b) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any existing plan, agreement or arrangement to any directors or officers in amounts material to the Company and its Subsidiaries, taken as a whole, (c) commit itself (other than pursuant to any collective bargaining agreement) to any additional pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment or consulting agreement with or for the benefit of any director or officer, whether past or present in amounts material to the Company and its Subsidiaries, taken as a whole, or (d) except as required by applicable law or as reported in Section 5.1(f) of the Disclosure Schedule, amend in any material respect any such material plan, agreement or arrangement; or

(vii)    except in the ordinary course of business (a) incur any material amount of long-term indebtedness for borrowed money or issue any material amount of debt securities or assume, guarantee or endorse the obligations of any other person except for obligations of wholly-owned Company Subsidiaries, (b) make any material loans, advances or capital contributions to, or investments in, any other person (other than to wholly-owned subsidiaries or customary loans or advances to employees in amounts not material to the maker of such loan or advance), (c) pledge or otherwise encumber shares of capital stock of the Company or a material portion of the capital stock of any of its Subsidiaries, or (d) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material lien thereupon.

14.     Conditions to the Offer

Notwithstanding any other provision of the Offer, Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and (subject to any such rules or regulations) may delay the acceptance for payment of any tendered Shares and (except as provided in the Merger Agreement) amend or terminate the Offer as to any Shares not then paid for if (i) immediately prior to the expiration of the Offer (as extended) the Minimum Condition shall not have been satisfied or the Foreign Antitrust Condition shall not have been satisfied, or (ii) at any time after the date of the Merger Agreement and before the time of acceptance for payment of any such Shares (whether or not any Shares have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following conditions exists:

(a)    there shall be any statute, rule or regulation, or any decree, order or injunction, issued, promulgated, enacted, entered or enforced by any Governmental Entity which in any such case (i) restrains or prohibits the making or consummation of the Offer or the consummation of the Merger or the performance of the other transactions contemplated by the Merger Agreement, (ii) prohibits or restricts the ownership or operation by Purchaser (or any of its affiliates or Subsidiaries) of any portion of its or the Company’s business or assets which is material to the business of all such entities taken as a whole, or compels the Company (or any of its affiliates or Subsidiaries) to dispose of or hold separate any portion of its or the Company’s business or assets which is material to the business of all such entities taken as a whole, (iii) imposes limitations on the ability of Purchaser effectively to acquire or to hold or to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by Purchaser on all matters properly presented to the stockholders of the Company which are material to the business of the Company and its Subsidiaries taken as a whole, or (iv) imposes any limitations on the ability of Purchaser or any of its respective affiliates or Subsidiaries effectively to control in any material respect the business and operations of the Company and its Subsidiaries, the effect of which, in the case of clauses (iii) and (iv) above, is material to the business of all such entities taken as a whole; provided, however, that in order to invoke this condition, Stake and Purchaser shall have used their best

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efforts to prevent such Governmental Restriction or to lift, rescind, mitigate, reverse, cause to expire, terminate or ameliorate the effects thereof; and provided further, that if the Governmental Restriction is not a final and non-appealable order, decree, ruling or injunction, neither Purchaser nor Stake may, while exercising such best efforts, by virtue of this condition alone amend or terminate the Offer, but may only extend (or agree to the extension of) the Offer in accordance with Section 1.1(d) of the Merger Agreement and thereby postpone acceptance for payment or purchase of the Shares while exercising such best efforts;

(b)    the Board of Directors (i) shall have withdrawn, or modified or changed in a manner materially adverse to Stake or Purchaser (whether or not included in an amendment of the Schedule 14D-9) its approval or recommendation of the Merger Agreement or the Stockholders’ Agreement or the transactions contemplated hereby or thereby, including the Offer or the Merger, (ii) shall have recommended an Acquisition Proposal other than a Superior Proposal or (iii) shall have adopted any resolution to effect any of the foregoing; provided, that the foregoing shall not apply solely as a result of the Company or the Board of Directors making such disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors, after receiving advice from outside counsel, is required under applicable law;

(c)    there shall have occurred any event that, individually or when considered together with any other matter, has or has had a Material Adverse Effect upon the Company or one of its Subsidiaries;

(d)    the Company shall have breached or failed to perform in any material respect any of its material covenants or agreements under the Agreement;

(e)    any of the representations and warranties of the Company set forth in the Merger Agreement which are qualified as to Material Adverse Effect shall not be true and correct when made and as of the expiration of the Offer, or any of the other representations and warranties of the Company set forth in the Merger Agreement shall not be true and correct when made and as of the expiration of the Offer, which failure would have a Material Adverse Effect (except in each case in the case of representations and warranties of the Company which address matters only as of a particular date, which need only be true and correct as aforesaid as of such date);

(f)    the Merger Agreement shall have been terminated in accordance with its terms;

(g)    Purchaser, Stake and the Company shall have agreed in writing that Purchaser shall terminate the Offer or postpone the acceptance for payment of or the payment for the Shares thereunder;

(h)    there shall have occurred (i) any general suspension of, or limitation on prices for trading in securities on the New York Stock Exchange, American Stock Exchange, any national securities exchange or on the Nasdaq National Market System for a period in excess of 24 hours (excluding any suspension or limit resulting solely from physical damage or interference with such exchanges not related to market conditions), (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, or (iii) a change in the general financial, bank or capital markets which materially and adversely affects the ability of financial institutions in the United States to extend credit or syndicate loans; or

(i)    the provisions of Section A of Article EIGHTH of the Company’s Restated Certificate of Incorporation shall be applicable to the Business Combination (as defined in the Company’s Restated Certificate of Incorporation) contemplated by the Merger Agreement.

“Material Adverse Effect” shall mean with respect to the Company, any fact, event, change, circumstance or effect that is materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than any fact, event, change, circumstance or effect (i) relating to the industries for the Company’s products, the general economy, domestic or foreign securities markets or political or regulatory events or changes, (ii) arising out of or resulting from entering into the Merger Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, (iii) arising out of or resulting from the continuation of any existing unfavorable business or financial trend or (iv) arising out of or resulting from any fact, event, change, circumstance or effect that has been disclosed to Purchaser.

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15.     Certain Legal Matters

General.    Except as described in this Section 15, based on information provided by the Company, none of the Company, Purchaser, or Stake is aware of any license or regulatory permit that appears to be material to the business of the Company and its Subsidiaries, taken as a whole, that might be adversely affected by the acquisition of Shares by Purchaser pursuant to the Offer, the Merger or otherwise, or, except as set forth above, of any approval or other action by any Governmental Entity that would be required prior to the acquisition of Shares by Purchaser pursuant to the Offer, the Merger or otherwise. Should any such approval or other action be required, Purchaser presently contemplates that such approval or other action will be sought, except as described below under “State Antitakeover Statutes.” While, except as otherwise described in this Offer to Purchase, Purchaser does not presently intend to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained, or would be obtained without substantial conditions, or that failure to obtain any such approval, or other action might not result in consequences adverse to the Company’s business or that certain parts of the Company’s business might not have to be disposed of, or other substantial conditions complied with, in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, Purchaser could decline to accept for payment, or pay for, any Shares tendered. See Section 14 of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions.

State Antitakeover Statutes.

A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. Starbase, directly or through Subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, we do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, we believe that there are reasonable bases for contesting such laws.

In 1982, in a case named Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. v. McReynolds, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court located in the State of Florida held in a case named Grand Metropolitan PLC v. Butterworth that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of the State of Florida.

Purchaser does not believe that the antitakeover laws and regulations of any state other than the State of Delaware will by their terms apply to the Offer, and Purchaser has not attempted to comply with any state antitakeover statute or regulation. Purchaser reserves the right to challenge the applicability or validity of any state law purportedly applicable to the Offer and nothing in this Offer to Purchase or any action taken in

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connection with the Offer is intended as a waiver of such right. If it is asserted that any state antitakeover statute is applicable to the Offer and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger Agreement, Purchaser might be required to file certain information with, or to receive approvals from, the relevant state authorities, and Purchaser might be unable to accept for payment or pay for Shares tendered pursuant to the Offer or may be delayed in consummating the Offer. In such case, Purchaser may not be obligated to accept for payment, or pay for, any Shares tendered pursuant to the Offer. See Section 14.

Antitrust.    The Offer and the Merger are not subject to the Hart-Scott-Rodino Antitrust Act, which if had been applicable, provides that certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice and the Federal Trade Commission and certain waiting period requirements have been satisfied.

16.     Fees and Expenses

Purchaser and Stake have retained Mellon Investor Services LLC to serve as the Information Agent and Mellon Investor Services LLC to serve as the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by personal interview, mail, telephone, telex, telegraph and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer materials to beneficial holders. The Information Agent and the Depositary will each receive reasonable and customary compensation for their services, be reimbursed for certain reasonable out-of-pocket expenses and be indemnified against certain liabilities in connection with their services, including certain liabilities and expenses under the federal securities laws.

Except as set forth above, neither Purchaser nor Stake will pay any fees or commissions to any broker or dealer or other person or entity in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, banks and trust companies will be reimbursed by Purchaser or Stake for customary mailing and handling expenses incurred by them in forwarding the Offer materials to their customers.

17.     Miscellaneous

Neither Purchaser nor Stake is aware of any state where the making of the offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser or Stake become aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser or Stake will make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Shares in such state.

No person has been authorized to give any information or to make any representation on behalf of Purchaser or Stake not contained herein or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

Purchaser and Stake have filed with the SEC the Schedule TO pursuant to Rule 14d-1 under the Exchange Act, together with Exhibits, furnishing certain additional information with respect to the Offer. In addition, the Company has filed with the SEC the Schedule 14D-9 pursuant to Rule 14d-9 under the Exchange Act, setting forth its recommendation with respect to the Offer and the reasons for its recommendation and furnishing certain additional related information. Such Schedules and any amendments thereto, including Exhibits, should be available for inspection and copies should be obtainable in the same manner set forth in Section 8 of this Offer to Purchase (except that such material will not be available at the regional offices of the SEC).

STAKE ACQUISITION CORP.

November 4, 2002

34

SCHEDULE I

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

OF PURCHASER AND STAKE

1.    Stake Acquisition Corp.    The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Purchaser. Unless otherwise indicated, each such person is a citizen of Canada and the business address of each such person is c/o Stake Acquisition Corp., 2838 Highway 7, Norval, Ontario L0P 1K0 Canada. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to positions held with Purchaser.

NAME	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
Jeremy N. Kendall Director and Chairman	Mr. Kendall has served as a Director of Stake since September 1978. In June 1983, he was elected Chairman of the Board and Chief Executive Officer of Stake. He is Chairman of the Board of all of Stake’s Subsidiaries except 1108176 Ontario Limited. He is also Chairman of Jemtec Inc. (6/91 to present) and Easton Minerals Ltd. (1/95 to present). In the past 5 years, Mr. Kendall has served on the following Boards of Directors: BI Inc. (9/81 to 11/00), Brigdon Resources Inc. (6/93 to 2/99), Redaurum Ltd. (6/94 to 12/98) and Wisper Inc. (6/95 to 3/02). Mr. Kendall is also a Director of a number of private and charitable organizations.
Steven R. Bromley Director and President	Mr. Bromley is a Certified General Accountant and joined Stake in June 2001. The Board of Directors appointed Mr. Bromley Vice President, Finance and Chief Financial Officer in September, 2001. Prior to joining Stake, Mr. Bromley spent over 13 years in the Canadian dairy industry in a wide range of financial and operational roles with both Natrel Inc. and Ault Foods Limited. In his last position with Natrel Inc., Mr. Bromley served as Vice President, Business Development and Information Systems. From 1997 to 1999 he served on the Board of Directors of Natrel, Inc. In the past 5 years, Mr. Bromley has not served on any other reporting issuers’ Board of Directors.
John Dietrich Secretary and Treasurer	Mr. Dietrich is a Chartered Accountant and Chartered Financial Analyst. He joined Stake in January 2002 as Vice President & Treasurer. In the last 5 years he has held finance roles at Natrel Inc. as Director of Business Development and Paragon Trade Brands (Canada) Inc. as Director of Finance. Mr. Dietrich has not served on any reporting issuers’ Board of Directors.

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2.    Stake Technology Ltd.    The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Stake. Unless otherwise indicated, each such person is a citizen of Canada and the business address of each such person is c/o Stake 2838 Highway 7, Norval, Ontario L0P 1K0 Canada. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to positions held with Stake.

NAME	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
Jeremy N. Kendall	Mr. Kendall has served as a Director of Stake since September 1978. In June 1983, he was elected Chairman of the Board and Chief Executive Officer of Stake. He is Chairman of the Board of all of Stake’s Subsidiaries except 1108176 Ontario Limited. He is also Chairman of Jemtec Inc. (6/91 to present) and Easton Minerals Ltd. (1/95 to present). In the past 5 years, Mr. Kendall has served on the following Boards of Directors: BI Inc. (9/81 to 11/00), Brigdon Resources Inc. (6/93 to 2/99), Redaurum Ltd. (6/94 to 12/98) and Wisper Inc. (6/95 to 3/02). Mr. Kendall is also a Director of a number of private and charitable organizations.
Steven R. Bromley	Mr. Bromley is a Certified General Accountant and joined Stake in June 2001. The Board of Directors appointed Mr. Bromley Vice President, Finance and Chief Financial Officer in September, 2001. Prior to joining Stake, Mr. Bromley spent over 13 years in the Canadian dairy industry in a wide rage of financial and operational roles with both Natrel Inc. and Ault Foods Limited. In his last position with Natrel Inc., Mr. Bromley served as Vice President, Business Development and Information Systems. From 1997 to 1999 he served on the Board of Directors of Natrel, Inc. In the past 5 years, Mr. Bromley has not served on any other reporting issuers’ Board of Directors.
Cyril Ing	Mr. Ing is a Professional Engineer and was elected a Director in January 1984. Mr. Ing retired from full time employment in March 1990. In the past 5 years, Mr. Ing has served on the following Boards of Directors: Wisper Inc. and Jemtec Inc.
Joseph Riz	Mr. Riz was elected a Director of the Stake in July 1986. He is presently Managing Director of Tricapital Management Ltd., a merchant banking and financial advisory firm. In the past 5 years, Mr. Riz has served on the Board of Directors of Telepanel Systems Inc.
John D. Taylor	Mr. Taylor was elected to the Board of Directors in December 1994. He was appointed President and Chief Operating Officer of Stake in 1991. From 1986 to 1991, Mr. Taylor was Stake’s Vice President of Marketing and Planning. In the past 5 years, Mr. Taylor has not served on any other reporting issuers Boards.
Jim Rifenbergh	Mr. Rifenbergh was elected to the Board of Directors in April 1996. Mr. Rifenbergh is past President and Chairman of Brown Printing Company of Waseca, Minnesota, a large printing company with plants throughout the United States. He is also a Director of a number of other private companies and organizations. In the past 5 years, Mr. Rifenbergh has served on the Board of Directors of ARC Capital Inc. Mr. Rifenbergh is a US citizen.
Allan Routh	Mr. Routh was elected to the Board of Directors in September 1999. Mr. Routh is President and Chief Executive Officer of SunRich, Stake’s wholly-owned subsidiary. Mr. Routh has been President and Chief Executive Officer of Sunrich, Inc. since 1994. In the past 5 years, Mr. Routh has not served on any other reporting issuers’ Board of Directors. Mr. Routh is a US Citizen and works in SunRich’s office at 3824-93rd Street, SW, Hope, MN 56056-0128.

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NAME

PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS

Dennis Anderson

Mr. Anderson was elected to the Board of Directors in September 2000. Mr. Anderson is the Executive Vice President of Operations of SunRich, Stake’s wholly-owned subsidiary. Mr. Anderson was the owner of Northern Food & Dairy, Inc. for five years prior to Stake’s acquisition. In the past 5 years, Mr. Anderson has not served on any other reporting issuers’ Board of Directors. Mr. Anderson is a US citizen and works in the SunRich office at 2214 Geneva Road, Alexandria MN 56308.

Larry (Andy) Anderson	Mr. Anderson was elected to the Board of Directors in September 2000. Mr. Anderson is a CPA and a member of the American Institute of CPA’s and Minnesota Society of CPA’s and acts as a part time Financial Officer of SunRich. Prior to his involvement with Stake, Mr. Anderson was a partner in a Minneapolis CPA firm for more than five years prior to Stake’s acquisition of Northern. In the past 5 years, Mr. Anderson has not served on any other reporting issuers’ Board of Directors. Mr. Anderson is a US citizen and works in the SunRich office at 2214 Geneva Road, Alexandria MN 56308.
Katrina Houde	Ms. Houde was elected to the Board of Directors in December 2000. Ms. Houde is currently an independent consultant. For the five years prior to her election to the Stake Board, Ms. Houde was with Cuddy International Corp., a large international poultry company. In the past 5 years, Ms. Houde has not served on any other reporting issuers’ Board of Directors.
Camillo Lisio	Mr. Lisio was elected to the Board of Directors in August 2001. Prior to joining the Stake board, Mr. Lisio spent 18 years with Saputo Inc., most recently as President and Chief Operating Officer, until his decision in 2001 to pursue other business and personal interests.
Robert Fetherstonhaugh	Mr. Fetherstonhaugh is a Chartered Accountant and is President of Claridge SRB Investments Inc, and Executive Vice President, Investments of Claridge Inc. Mr. Fetherstonhaugh has a broad business background both in North America and internationally, previously serving as Deputy Chairman of Trader.com, an international publishing company, and a former partner at KPMG. Mr. Fetherstonhaugh is also currently a director of Trader.com. Mr. Fetherstonhaugh works in the Claridge office at 1170 Peel Street, Montreal PQ H3B 4P2.
John Dietrich	Mr. Dietrich is a Chartered Accountant and Chartered Financial Analyst. He joined Stake in January 2002 as Vice President & Treasurer. In the last 5 years he has held finance roles at Natrel Inc. as Director of Business Development and Paragon Trade Brands (Canada) Inc. as Director of Finance. Mr. Dietrich has not served on any reporting issuers’ Board of Directors.
David Kruse	Mr. Kruse is a Certified Management Accountant and joined the Company in 1997. Mr. Kruse was appointed Vice President and Chief Operating Officer of the Environmental Industrial Group in 2000. In the past 5 years, Mr. Kruse has not served on any reporting issuers’ Board of Directors. Mr. Kruse works out in Stake’s divisional office at 407 Parkside Drive, Waterdown, ON L0R 2H0.

37

Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder of the Company or his broker, dealer, commercial bank, trust company or other nominee to the Depositary, at the applicable address set forth below:

THE DEPOSITARY FOR THE OFFER IS:

MELLON INVESTOR SERVICES LLC

By Mail:	By Facsimile Transmission:	By Hand:	Overnight Delivery:
	(for Eligible Institutions Only)
Mellon Investor Services LLC	(201) 296-4293	Mellon Investor Services LLC	Mellon Investor Services LLC
Post Office Box 3301		120 Broadway, 13th Floor	85 Challenger Road-Mail Drop—Reorg
South Hackensack, NJ 07606	For Confirmation Phone:	New York, NY 10271	Ridgefield Park, NJ 07660
Attn: Reorganization Department	(201) 296-4860	Attn: Reorganization Department	Attn: Reorganization Department

Any questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and the other tender offer materials may be directed to the Information Agent at the address and telephone number set forth below. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Mellon Investor Services LLC

44 Wall Street

7th Floor

New York, NY 10005

Call Toll Free 1 (888) 566-9471

38

EX-99.(A)(2)

LETTER OF TRANSMITTAL

To Tender all Outstanding Shares of Common Stock

of

OPTA FOOD INGREDIENTS, INC.

Pursuant to the Offer to Purchase

Dated November 4, 2002

by

STAKE ACQUISITION CORP.

a wholly owned subsidiary of

STAKE TECHNOLOGY LTD.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON

TUESDAY, DECEMBER 3, 2002, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

MELLON INVESTOR SERVICES LLC

By Mail:	By Facsimile Transmission:	By Hand:	Overnight Delivery:
Mellon Investor Services LLC Post Office Box 3301 South Hackensack, NJ 07606 Attn: Reorganization Department	(for Eligible Institutions Only) (201) 296-4293 For Confirmation Phone: (201) 296-4860	Mellon Investor Services LLC 120 Broadway, 13th Floor New York, NY 10271 Attn: Reorganization Department	Mellon Investor Services LLC 85 Challenger Road— Mail Drop-Reorg Ridgefield Park, NJ 07660 Attn: Reorganization Department

This Letter of Transmittal is to be completed by stockholders of Opta Food Ingredients, Inc. either if Share Certificates evidencing Shares (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in Instruction 2 below) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in and pursuant to the procedures set forth in Section 3 of the Offer to Purchase). Stockholders who deliver Shares by book-entry transfer are referred to herein as “Book-Entry Stockholders” and other stockholders who deliver Shares are referred to herein as “Certificate Stockholders.” Delivery of documents to the Book-Entry Transfer Facility will not constitute delivery to the Depositary.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))	Tendered Certificate(s) (Attach additional signed list, if necessary)
	Share Certificate Number(s)*	Total Number Shares Evidenced by Share Certificate(s)*	Number of Shares Tendered**
		Total Shares
*  Need not be completed by Stockholders delivering Shares by book-entry transfer.   **  Unless otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate delivered to the Depository are being tendered hereby.

IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 11.

Number of Shares represented by the lost or destroyed certificates:

Stockholders whose Share Certificates evidencing Shares are not immediately available or who cannot deliver either the certificates for, or a Book-Entry Confirmation (as defined in Section 3 of the Offer to Purchase) with respect to, their Shares and all other documents required hereby to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.

NOTE:    SIGNATURE(S) MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

¨ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:  

Account Number:  

Transaction Code Number:  

¨ CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution that Guaranteed Delivery:

If delivered by Book-Entry Transfer, give the following information:

Account Number:

Transaction Code Number:

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

2

Ladies and Gentlemen:

The undersigned hereby tenders to Stake Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Stake Technology Ltd., a corporation organized under the laws of Canada (“Stake”), the above described shares of Common Stock, par value $ 0.01 per share (the “Company Common Stock”), of Opta Food Ingredients, Inc. (the “Shares”), a Delaware corporation (the “Company”), at a price of $2.50 per share of Company Common Stock or such higher price as may be paid in the Offer (the “Per Share Amount”), net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, 2002, and in this Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements hereto or thereto, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 25, 2002 (the “Merger Agreement”), by and among the Company, Purchaser and Stake. The undersigned understands that Purchaser reserves the right to transfer or assign, in whole at any time, or in part from time to time, to one or more of its affiliates, the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. Receipt of the Offer is hereby acknowledged.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), subject to, and effective upon, acceptance for payment of, and payment for, Shares tendered herewith, in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of, Purchaser all right, title and interest in and to all Shares that are being tendered hereby and any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after October 25, 2002 (collectively, “Distributions”) and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and all Distributions, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver Share Certificates evidencing such Shares and all Distributions, or transfer ownership of such Shares and all Distributions on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Shares and all Distributions for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and all Distributions, all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints Purchaser and Stake in their respective capacities as officers of Purchaser, and any individual who shall thereafter succeed to any such office of Purchaser, and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual or special meeting of the Company’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper and otherwise act (by written consent or otherwise) with respect to, all of the Shares and all Distributions tendered hereby and accepted for payment by Purchaser. This appointment will be effective if and when, and only to the extent that, Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy is coupled with an interest in Shares tendered, is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by Purchaser in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares and all Distributions, and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for Shares or other securities to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of the Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to the Shares (and any and all Distributions), including, without limitation, voting at any meeting of the Company’s stockholders.

3

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions, and that when such Shares are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances, and such Shares will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser all Distributions in respect of Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall not be affected by and shall survive the death or incapacity of the undersigned. Any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. See Section 4 of the Offer to Purchase.

The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the offer. Purchaser’s acceptance of such Shares for payment will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the terms of the Merger Agreement, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal. The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, Purchaser may not be required to accept for payment any of the Shares tendered hereby.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all Shares purchased and return all Share Certificates evidencing Shares not tendered or not accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated below in the box entitled “Special Delivery Instructions,” please mail the check for the purchase price of all Shares purchased and return all Share Certificates for such Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes below entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and return all Share Certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and return such Share Certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated below in the box entitled “Special Payment Instructions,” please credit any Shares tendered hereby and delivered by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares from the name of the registered holder(s) thereof if Purchaser does not accept for payment any Shares so tendered.

¨ CHECK HERE AND COMPLETE THE AFFIDAVIT BELOW IF ANY SHARE CERTIFICATES EVIDENCING SHARES THAT YOU OWN HAVE BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.

Number of Shares evidenced by lost, destroyed or stolen Share Certificates:             

4

AFFIDAVIT OF LOST, MISSING OR DESTROYED CERTIFICATE(S) AND AGREEMENT OF INDEMNITY THIS AFFIDAVIT IS INVALID IF NOT SIGNED BELOW AND A CHECK IS NOT INCLUDED
Complete this Section only if you cannot locate some or all of your Opta Food Ingredients, Inc. common stock certificate(s). Please print clearly.
TOTAL SHARES LOST		Taxpayer ID or Social Security Number
Please Fill In Certificate No(s). if Known	Number of Shares of Common Stock
Attach separate schedule if needed
By signing this form I/We swear, depose and state that: I/We am/are the lawful owner(s) of the certificate(s) hereinafter referred to as the “securities” described in the enclosed Letter of Transmittal. The securities have not been endorsed, pledged, cashed, negotiated, transferred, assigned, or otherwise disposed of. I/We have made a diligent search for the securities and have been unable to find it or them and make this Affidavit for the purpose of inducing the sale, exchange, redemption, or cancellation of the securities, as outlined in the Letter of Transmittal, without the surrender of the original(s), and also to request and induce the Federal Insurance Company to provide suretyship for me to cover the missing securities under its Blanket Bond # 8302-00-67. I/We agree to surrender the securities for cancellation should I/We, at any time, find the securities. I/We hereby agree for myself/ourselves, my/our heirs, successors, assigns and personal representatives, in consideration of the proceeds of the sale, exchange, redemption or cancellation of the securities, and the aforementioned suretyship, to indemnify, protect and hold harmless Federal Insurance Company (the Surety), Opta Food Ingredients, Inc., and Mellon Investor Services LLC, and any other party to the transaction from and against all loss, costs, and damages including court costs and attorney’s fees, which they may be subject to or liable for in respect to the sale, exchange, redemption, or cancellation of the securities without requiring surrender of the original securities. The rights accruing to the parties under the preceding sentence shall not be limited or abridged by their negligence, inadvertence, accident, oversight, breach or failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or may have occurred, I/We agree that this Affidavit and Indemnity Agreement is to become part of Blanket Bond # 8302-00-67 underwritten by the Federal Insurance Company. Any person who, knowingly and with intent to defraud any insurance company or other person, files an application or statement of claim, containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to civil penalties as prescribed by law. X Signed by Affiant (shareholder)                                                                           on this (date)                                                                                                                                             (Deponent) (Indemnitore) (Heirs Individuay)                                 Month                  Day               Year Social Security #                                                                      Date                                                        Notary                                                             Lost Securities Premium/Service Fee Calculation IF THE VALUE IS UNDER $1,000, THERE IS A $50.00 SERVICE FEE ONLY 1. Enter the number of shares that are lost:                               x $2.50= $                                         Share Value* Multiply by $2.50 to get value of shares. *If the Share Value exceeds $500,000, or if the shareholder is foreign or deceased, do not continue with calculation. Contact Mellon Investor Services. 2. If value is greater than $1000 $                                              (Share Value) x (3%) or ..03=$                                 Surety Premium Multiply by 3% (.03) for Surety Premium.
3. Add $50.00 for service fee for total amount due  $50.00
TOTAL AMOUNT DUE (Add 2 & 3)  $
Please make all checks payable to: Mellon Investor Services. Any checks over $250.00 must be in the form of a certified check, cashier’s check or money order. Please forward your signed check or money order, along with this Letter of Transmittal to Mellon Investor Services.

5

SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 5, 6 and 7) To be completed ONLY if Share Certificates evidencing Shares not tendered or not purchased and the check for the purchase price of Shares accepted for payment are to be issued in the name of someone other than the undersigned, or if the Shares tendered hereby and delivered by book-entry transfer that are not accepted for payment are to be returned by credit to an account maintained at a Book-Entry Transfer Facility other than the account indicated above. Issue Check and Share Certificate(s) to: Name                                                                                                (Please Print) Address                                                                                            (Zip Code) (Tax Identification or Social Security No.) (See Substitute Form W-9 included herein) Account
Number:                                                                                     SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7) To be completed ONLY if Share Certificates evidencing Shares not tendered or not accepted for payment and the check for the purchase price of Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under “Description of Shares Tendered”. Mail Check and Share Certificate(s) to: Name                                                                                                (Please Print) Address                                                                                            (Zip Code) (See substitute Form W-9 included herein)

6

STOCKHOLDERS:  SIGN HERE

(Please Complete Substitute Form W-9 Below)

Signature(s) of Stockholder(s)

Dated:                                      , 2002

        (Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificates or on a security position listing or by person(s) authorized to become registered holder(s) by Share Certificates and documents transmitted herewith. If signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)

Name(s):                                                                                                                                                                                                     

(Please Print)

Name of Firm:                                                                                                                                                                                           

Capacity (full title):                                                                                                                                                                                 

(See Instruction 5)

Address:                                                                                                                                                                                                      

(Include Zip Code)

Area Code and Telephone Number:                                                                                                                                                  

Taxpayer Identification or Social Security Number:                                                                                                                   

(See Substitute Form W-9)

GUARANTEE OF SIGNATURE(S)

(See Instructions 1 and 5)

Authorized Signature:                                                                                                                                                                             

Name(s):                                                                                                                                                                                                     

(Please Print)

Title:                                                                                                                                                                                                              

Name of Firm:                                                                                                                                                                                           

Address:                                                                                                                                                                                                     

(Include Zip Code)

Area Code and Telephone Number:                                                                                                                                                 

Dated:                             , 2002

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.  Guarantee of Signatures.    No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) of Shares (which term, for purposes of this Section, includes any participant in any of the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the owner of Shares) tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2.  Delivery of Letter of Transmittal and Share Certificates; Guaranteed Delivery Procedures.    This Letter of Transmittal is to be completed by stockholders of the Company either if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth herein and in Section 3 of the Offer to Purchase. For a stockholder to validly tender Shares pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees or an Agent’s Message (in connection with book-entry transfer) and any other required documents, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date and either (i) Share Certificates for tendered Shares must be received by the Depositary at one of such addresses prior to the Expiration Date or (ii) Shares must be delivered pursuant to the procedures for book-entry transfer set forth herein and in Section 3 of the Offer to Purchase and a Book-Entry Confirmation must be received by the Depositary prior to the Expiration Date or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth herein and in Section 3 of the Offer to Purchase.

Stockholders whose Share Certificates are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot comply with the book-entry transfer procedures on a timely basis may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth herein and in Section 3 of the Offer to Purchase.

Pursuant to such guaranteed delivery procedures, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) the Share Certificates evidencing all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all tendered Shares), together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message) and any other required documents must be received by the Depositary within three NASDAQ Stock Market trading days after the date of execution of such Notice of Guaranteed Delivery.

The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of the Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant.

The signatures on this Letter of Transmittal cover the Shares tendered hereby.

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The method of delivery of Share Certificates evidencing Shares, this Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and sole risk of the tendering stockholder. The Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. All tendering stockholders, by executing this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of acceptance of their Shares for payment.

3.  Inadequate Space.    If the space provided herein under “Description of Shares Tendered” is inadequate, the number of Shares tendered and the Share Certificate numbers evidencing such Shares should be listed on a separate signed schedule attached hereto.

4.  Partial Tenders (not applicable to stockholders who tender by book-entry transfer.)    If fewer than all Shares evidenced by any Share Certificate delivered to the Depositary herewith are to be tendered hereby, fill in the number of Shares that are to be tendered in the box entitled “Number of Shares Tendered.” In any such case, new Share Certificate(s) evidencing the remainder of the Shares that were evidenced by the Share Certificates delivered to the Depositary herewith will be sent to the registered holder(s), unless otherwise provided in the box entitled “Special Delivery Instructions” on this Letter of Transmittal, as soon as practicable after the Expiration Date or the termination of the Offer. All Shares evidenced by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5.  Signatures on Letter of Transmittal; Stock Powers and Endorsements.    If this Letter of Transmittal is signed by the registered holder(s) of Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates evidencing such Shares without alteration, enlargement or any other change whatsoever.

If any Shares tendered hereby are held of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any of the tendered Shares are registered in different names on several Share Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Share Certificates.

If this Letter of Transmittal or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of the authority of such person so to act must be submitted.

If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment or Share Certificates evidencing Shares not tendered or not accepted for payment are to be issued in the name of a person other than the registered holder(s). Signatures on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares evidenced by Share Certificates listed and transmitted hereby, the Share Certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the Share Certificates. Signatures on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

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6.  Stock Transfer Taxes.    Except as otherwise provided in this Instruction 6, Purchaser will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price of any Shares purchased is to be made to, or if Share Certificates not tendered or not accepted for payment are to be issued in the name of, any person other than the registered holder(s), or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates evidencing the Shares tendered hereby.

7.  Special Payment and Delivery Instructions.    If a check for the purchase price of any Shares tendered hereby is to be issued in the name of, and/or Share Certificates evidencing Shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer(s) of this Letter of Transmittal, or if a check is to be sent and/or such Share Certificates are to be returned to a person other than the signer of this Letter of Transmittal, or to an address other than that shown in the above box entitled “Description of Shares Tendered”, the appropriate boxes on this Letter of Transmittal should be completed. Any stockholder(s) delivering Shares by book-entry transfer may request that Shares not purchased be credited to such account maintained at the Book-Entry Transfer Facility as such stockholder(s) may designate in the box entitled “Special Payment Instructions.” If no such instructions are given, any such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated above as the account from which such Shares were delivered.

8.  Questions and Requests for Assistance or Additional Copies.    Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent at its address and phone number set forth below, or from brokers, dealers, commercial banks or trust companies.

9.  Waiver of Conditions.    Subject to the Merger Agreement, Purchaser reserves the absolute right in its sole discretion to waive, at any time or from time to time, any of the specified conditions of the Offer, in whole or in part, in the case of any Shares tendered.

10.  Backup Withholding; Substitute Form W-9.    In order to avoid “backup withholding” of federal income tax on payments of cash pursuant to the Offer, a stockholder surrendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such stockholder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 in this Letter of Transmittal and certify, under penalties of perjury, that such TIN is correct and that such stockholder is not subject to backup withholding of federal income tax.

Backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the Internal Revenue Service. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an income tax return.

The stockholder is required to give the Depositary the TIN (i.e., social security number or employer identification number) of the record owner of the Shares. If the Shares are held in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

The box in Part 3 of the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is

10

checked, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 30% on all payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will be refunded to such stockholder if a TIN is provided to the Depositary within 60 days.

Certain stockholders (including, among others, most corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign stockholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

11.  Lost, Destroyed or Stolen Share Certificates.    If any Share Certificate(s) evidencing Shares has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary by checking the box immediately preceding the special payment/special delivery instructions and indicate the number of Shares lost. The stockholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Share Certificates have been followed.

IMPORTANT:    This letter of transmittal (or facsimile hereof) together with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary prior to the Expiration Date and either certificates for tendered shares must be received by the Depositary or shares must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the Expiration Date, or the tendering stockholder must comply with the procedures for guaranteed delivery.

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IMPORTANT TAX INFORMATION

Under Federal income tax laws, a stockholder whose tendered Shares are accepted for payment is required to provide the Depositary (as payer) with such stockholder’s correct taxpayer identification number (“TIN”)on Substitute Form W-9 below. If such stockholder is an individual, the TIN is his social security number. If a tendering stockholder is subject to backup withholding, such stockholder must cross out item (2) Part 2 of the Certification box on the Substitute Form W-9. If the Depositary is not provided with the correct TIN, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding.

Certain stockholders (including, among others, corporations, and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that individual must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status. Such statements can be obtained from the Depositary. Exempt stockholders, other than foreign individuals, should furnish their TIN, write “Exempt” on the face of the Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

If backup withholding applies, the Depositary is required to withhold 30% of any payments made to the stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of such stockholder’s correct TIN by completing the form contained herein certifying that the TIN provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a taxpayer identification number).

What Number to give the Depositary

The stockholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such stockholder should write “Applied For” in the space provided for in the TIN in Part 1, and sign and date the Substitute Form W-9. If “Applied For” is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 30% on all payments of the purchase price until a TIN is provided to the Depositary.

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TO BE COMPLETED BY ALL TENDERING HOLDERS

MELLON INVESTOR SERVICES LLC, as Depository
SUBSTITUTE Form W-9 (See Instructions) Please fill in your name and address below Name Address (number and street) (City, State and Zip Code) Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”)		Part 1—Taxpayer Identification Number—For all accounts, enter your taxpayer identification number in the box at right (for most individuals, this is your social security number. If you do not have a number, see “Obtaining a Number” in the enclosed Guidelines). Certify by signing and dating below. Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine which number to give the payer.	Social security number or Employer identification number
		Part 2—Certification—Under Penalties of Perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding because (i) I am exempt from backup withholding, or (ii) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends or (iii) the IRS has notified me that I am no longer subject to backup withholding.		Part 3—Awaiting TIN  ¨ Part 4—For Payee Exempt from Backup Withholding Exempt  ¨
	Certification Instructions—You must cross out Item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out Item (2). If you are exempt from backup withholding, check the box in Part 4 above. SIGNATURE                                                                                    DATE                                          , 2002

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED

THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (i) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (ii) I intend to mail or deliver an application in the near future. I understand that if I do not provide a Taxpayer Identification Number to the Depositary by the time of payment, 30% of all reportable payments made to me thereafter will be withheld, but that such amounts will be refunded to me if I provide a certified Taxpayer Identification Number to the Depositary within 60 days.

Signature:                                                                                               Date:                                                                                                   , 2002

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Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal and other tender offer materials may be directed to the Information Agent at its address and telephone number set forth below:

The Information Agent For The Offer Is:

MELLON INVESTOR SERVICES LLC

44 Wall Street, 7th Floor

New York, New York 10005

or

CALL TOLL FREE 1-888-566-9471

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EX-99.(A)(3)

NOTICE OF GUARANTEED DELIVERY

for

Tender of Shares of Common Stock

of

OPTA FOOD INGREDIENTS, INC.

to

STAKE ACQUISITION CORP.

a wholly owned subsidiary

of

STAKE TECHNOLOGY LTD.

(Not to be used for Signature Guarantees)

This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates (“Share Certificates”) evidencing shares of common stock, par value $0.01 per share (the “Shares”), of Opta Food Ingredients, Inc., a Delaware corporation, are not immediately available, (ii) if the procedure for book-entry transfer cannot be completed prior to the Expiration Date, or (iii) if Share Certificates and all required documents cannot be delivered to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). This Notice of Guaranteed Delivery may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

MELLON INVESTOR SERVICES LLC

By Mail:	By Facsimile Transmission: (for Eligible Institutions Only)	By Hand:	Overnight Delivery:
Mellon Investor Services LLC Post Office Box 3301 South Hackensack, NJ 07606 Attn: Reorganization Department	(201) 296-4293 For Confirmation Phone: (201) 296-4860	Mellon Investor Services LLC 120 Broadway, 13th Floor New York, NY 10271 Attn: Reorganization Department	Mellon Investor Services LLC 85 Challenger Road-Mail Drop-Reorg Ridgefield Park, NJ 07660 Attn: Reorganization Department

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Stake Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Stake Technology Ltd., a corporation organized under the laws of Canada (“Parent”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, 2002, and the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares set forth below par value $0.01 per Share, pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

Number of Tendered Shares:

Certificate No.(s) (if available):

Check box if Shares will be delivered by book-entry transfer:  ¨

Depository Account Number:                                                                                                                                                               

Dated:                                                                         , 2002

Name(s) of Record Holder(s):

(Please Print)

Address(es):                                                                                                                                                                                               

(Zip Code)

Area Code and Telephone No.(s):                                                                                                                                                      

SIGN HERE

Signature(s):                                                                                                                                                                                               

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GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or an “eligible guarantor institution”, as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) guarantees to deliver to the Depositary either Share Certificates evidencing the Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary’s accounts maintained at one of the Book-Entry Transfer Facilities (as defined in the Offer to Purchase), in each case together with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase), and any other documents required by the Letter of Transmittal, within three (3) Nasdaq trading days (as defined in the Offer to Purchase) after the date hereof.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm:                                                                                                                                                                                         

(Authorized Signature)

Address:                                                                                                                                                                                                     

(Zip Code)

Title:                                                                                                                                                                                                            

Name:                                                                                                                                                                                                          

(Please Print or Type)

Area Code and Telephone No.:                                                                                                                                                         

Dated:                                                                                , 2002

NOTE:    DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES

                 SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

EX-99.(A)(4)

OFFER TO PURCHASE FOR CASH

All Outstanding Shares of Common Stock

of

OPTA FOOD INGREDIENTS, INC.

by

STAKE ACQUISITION CORP.

A Wholly Owned Subsidiary

of

STAKE TECHNOLOGY LTD.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 3, 2002, UNLESS THE OFFER IS EXTENDED.

November 4, 2002

To Brokers, Dealers, Commercial Banks,

Trust Companies And Other Nominees:

We have been appointed by Stake Acquisition Corp., a Delaware corporation (“Purchaser”), and a wholly owned subsidiary of Stake Technology Ltd., a corporation organized under the laws of Canada (“Parent”), to act as Information Agent in connection with Purchaser’s offer to purchase all issued and outstanding shares of Common Stock (the “Company Common Stock”) of Opta Food Ingredients, Inc. (the “Shares”), a Delaware corporation (the “Company”), at a price of $2.50 per share of Company Common Stock or such higher price as may be paid in the Offer (the “Per Share Amount”), net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, 2002 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.

The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration date of the Offer (as defined in the Offer to Purchase) at least that number of Shares that shall constitute a majority of the then outstanding Shares on a fully diluted basis on the date the Shares are accepted for payment. The Offer also is subject to the other conditions set forth in the Offer to Purchase. See section 14 of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1.  An Offer to Purchase, dated November 4, 2002;

2.  A Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients. Facsimile copies of the Letter of Transmittal may be used to tender such Shares;

3.  A Notice of Guaranteed Delivery to be used to accept the Offer if Share Certificates evidencing Shares and all other required documents are not immediately available or cannot be delivered to Mellon Investor Services (the “Depositary”), or if the procedures for book-entry transfer cannot be completed on a timely basis, prior to the Expiration Date of the Offer;

4.  A letter, which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

5.  A letter to stockholders of the Company from Arthur J. McEvily, Ph.D., President, Chief Executive Officer and Director of the Company, together with a Solicitation/Recommendation Statement on Schedule 14D-9, dated November 4, 2002, filed with the Securities and Exchange Commission by the Company;

6.  Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

7.  A return envelope addressed to the Depositary.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 3, 2002, UNLESS THE OFFER IS EXTENDED.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and pay for Shares which are validly tendered prior to the Expiration Date and not theretofore properly withdrawn when, as and if Purchaser gives oral or written notice to the Depositary of Purchaser’s acceptance of such Shares for payment pursuant to the Offer.

Payment for Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of, (i) Share Certificates evidencing Shares, or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account maintained at one of the Book-Entry Transfer Facilities (as defined in the Offer to Purchase), pursuant to the procedures described in Section 3 of the Offer to Purchase, (ii) a properly completed and duly executed Letter of Transmittal (or a properly completed and manually signed facsimile thereof) or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry transfer and, (iii) all other documents required by the Letter of Transmittal.

Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary and Mellon Investor Services LLC (the “Information Agent”) as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling costs incurred by them in forwarding the enclosed materials to their customers. Purchaser will pay or cause to be paid all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

If holders of Shares wish to tender, but it is impracticable for them to forward their certificates or other required documents or to complete the procedures for delivery by book-entry transfer prior to the Expiration Date of the Offer, a tender may be effected by following the guaranteed delivery procedures specified in Section 3 of the Offer to Purchase.

2

Any inquiries you may have with respect to the Offer should be addressed to the Information Agent. Additional copies of the enclosed materials may be obtained from the Information Agent at the respective addresses and telephone numbers set forth on the back cover page of the Offer to Purchase.

Very truly yours,

Mellon Investor Services LLC

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF PURCHASER, THE COMPANY, THE INFORMATION AGENT, THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

3

EX-99.(A)(5)

OFFER TO PURCHASE FOR CASH

All Outstanding Shares of Common Stock

of

OPTA FOOD INGREDIENTS, INC.

at

$2.50 Net Per Share

by

STAKE ACQUISITION CORP.

A Wholly Owned Subsidiary

of

STAKE TECHNOLOGY LTD.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER  3, 2002, UNLESS THE OFFER IS EXTENDED.

November  4, 2002

To Our Clients:

Enclosed for your consideration is the Offer to Purchase, dated November  4, 2002, and the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”) in connection with the offer by Stake Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Stake Technology Ltd., a corporation organized under the laws of Canada (“Parent”), to purchase for cash all shares of Common Stock, par value $0.01 per share (the “Company Common Stock”) of Opta Food Ingredients, Inc. (the “Shares”), a Delaware corporation (the “Company”), at a price of $2.50 per share of Company Common Stock or such higher price as may be paid in the Offer (the “Per Share Amount”), net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal enclosed herewith. Holders of Shares whose certificates for such shares (the “Share Certificates”) are not immediately available or who cannot deliver their Share Certificates and all other required documents to Mellon Investor Services LLC, the Depositary, on or prior to the Expiration Date (as defined in the Offer to Purchase), or who cannot complete the procedure for delivery by book-entry transfer on a timely basis, must tender their shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

We are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

Accordingly, we request instructions as to whether you wish to have us tender on your behalf any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer.

Your attention is directed to the following:

1.  The offer price is $2.50 per Share, net to you in cash, without interest.

2.  The Offer is being made for all outstanding Shares.

3.  The Board of Directors of the Company has unanimously approved the Merger Agreement (as defined in the Offer to Purchase) and the transactions contemplated thereby, including the Offer and the Merger (as defined in the Offer to Purchase), and has unanimously determined that the Offer and the Merger are fair to, and in the best interests of, the Company’s stockholders and unanimously recommends that the stockholders accept the Offer and tender their Shares pursuant to the Offer.

4.  The Offer and withdrawal rights expire at 12:00 Midnight, New York City time, on Tuesday, December 3, 2002, unless the Offer is extended.

5.  The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the Expiration Date of the Offer (as defined in the Offer to Purchase) at least the number of Shares that shall constitute a majority of the then outstanding Shares on a fully diluted basis on the date such Shares are accepted for payment. The Offer is also subject to the other conditions set forth in the Offer to Purchase. See Section 14 of the Offer to Purchase.

6.  Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer.

The Offer is being made solely by the Offer to Purchase and the related Letter of Transmittal and is being made to all holders of Shares. Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good faith effort to comply with such state statute. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdiction in which the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

If you wish to have us tender any or all of your Shares held by us for your account, please so instruct us by completing, executing and returning to us the instruction form contained in the reverse side of this letter. An envelope in which to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified by your instructions on the reverse side of this letter. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the expiration of the Offer.

2

Instructions With Respect To The Offer To Purchase For Cash

All Outstanding Shares of Common Stock

of

OPTA FOOD INGREDIENTS, INC.

by

STAKE ACQUISITION CORP.

a wholly owned subsidiary of

STAKE TECHNOLOGY LTD.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated November  4, 2002, and the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”) in connection with the offer by Stake Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Stake Technology Ltd., a corporation organized under the laws of Canada, to purchase all issued and outstanding Shares of Common Stock, par value $0.01 per share (the “Company Common Stock”) of Opta Food Ingredients, Inc. (the “Shares”), a Delaware corporation (the “Company”), at a price of $2.50 per share of Company Common Stock or such higher price as may be paid in the Offer (the “Per Share Amount”), net to the seller in cash.

This will instruct you to tender the number of Shares indicated below (or if no number is indicated below, all such Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

Number Shares to be Tendered:                      Shares*

Dated:                     , 2002

Sign Below

Signature

Please Type or Print Name(s)

Please Type or Print Address(es)

Area Code and Telephone Number(s)

Taxpayer Identification or Social Security Numbers(s)

*  Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

3

EX-99.(A)(6)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give for the Payee (You) to Give the Payer—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:	Give the name and SOCIAL SECURITY number of—	For this type of account:	Give the name and EMPLOYER IDENTIFICATION number of—
1.  An individual’s account	The individual	8.  Sole proprietorship account	The owner(5)
2.  Two or more individuals (joint account)	The actual owner of the account or, if combined funds, any one of the individuals(1)	9.  A valid trust, estate, or pension trust	Legal entity(3)
3.  Husband and wife (joint account)	The actual owner of the account or, if joint funds, either person(1)	10.  Corporate account	The corporation
4.  Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)	11.  Religious, charitable, or educational organization account	The organization
5.  Adult and minor (joint account)	The adult or, if the minor is the only contributor, the minor (3)	12.  Partnership account held in the name of the business	The partnership
6.  Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person(4)	13.  Association, club, or other tax exempt organization	The organization
7.  a.  The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(3)	14.  A broker or registered nominee	The broker or nominee
b.  So-called trust account that is not a legal or valid trust under State law	The actual owner(3)	15.  Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of personal representative or trustee unless the legal entity itself is not designated in the account title.)

(4) Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number.

(5) Show the name of the owner. The name of the business or the “doing business as” name may also be entered. Either the social security number or the employer identification number may be used.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you don’t have a taxpayer identification number (“TIN”) or you don’t know your number, obtain Internal Revenue Service Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer identification Number, at your local office of the Social Security Administration or the Internal Revenue Service or by calling 1-800-TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

· An organization exempt from tax under section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of 401(f)(2).

· The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

· An international organization or any agency or instrumentality thereof.

· A foreign government and any political subsidiary, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

· A corporation.

· A financial institution.

· A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

· A real estate investment trust.

· A common trust fund operated by a bank under Section 584(a).

· A middleman known in the investment community as a nominee or custodian.

· An entity registered at all times during the tax year under The Investment Act of 1940.

· A futures commission merchant registered with the Commodity Futures Trading Commission.

· A foreign central bank of issue.

· A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

· Payments to nonresident aliens subject to withholding under section 1441.

· Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner.

· Payments of patronage dividends where the amount received is not paid in money.

· Payments made by certain foreign organizations.

· Section 404(k) distributions made by an ESOP.

· Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the following:

· Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

· Payments of tax-exempt interest (including exempt-interest dividends under section 852).

· Payments described in section 6049(b)(5) to nonresident aliens.

· Payments on tax-free covenant bonds under section 1451.

· Payments made by certain in foreign organizations.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER, IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N and the regulations thereunder.

Privacy Act Notice—Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty For Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Failure to Report Certain Dividend and Interest Payments.—If you fail to include any portion of an includible payment for interest, dividends, or patronage dividends in gross income, such failure will be treated as being due to negligence and will be subject to a penalty of 5% on any portion of an under-payment attributable to that failure unless there is clear and convincing evidence to the contrary.

(3) Civil Penalty for False Information with Respect to Withholding.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(4) Criminal Penalty for Falsifying Information.—Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(5) Misuse of Taxpayer Identification Numbers.—If the payer discloses or uses taxpayer identification numbers in violation of Federal law, the payer may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

2

EX-99.(A)(7)

EXHIBIT (a)(7)

[Logo of StakeTech]

FOR IMMEDIATE RELEASE

STAKE ENTERS INTO ACQUISITION AGREEMENT

WITH OPTA FOOD INGREDIENTS, INC.

Toronto, Ontario, October 28, 2002. Stake Technology Ltd. (Stake) (Nasdaq—STKL) (TSX—SOY) today announced it has entered into a definitive acquisition agreement with Opta Food Ingredients, Inc. (Nasdaq—OPTS), a leading developer and manufacturer of proprietary food ingredients, headquartered in Bedford, MA. Under the terms of the agreement, Stake will commence an all-cash tender offer to acquire all of the approximately 10.9 million outstanding common shares of Opta Food Ingredients for $2.50 per share. The proposed purchase price for all of Opta’s outstanding shares and share equivalents is approximately $28 million in cash. All dollar amounts discussed in this release are in U.S. dollars.

Opta’s Board of Directors unanimously approved the acquisition agreement and voted to recommend the tender offer to Opta’s shareholders. Certain shareholders of Opta, including officers, directors and affiliates, holding approximately 14% of the outstanding shares, have agreed to tender their shares to Stake in the offer. The transaction is subject to certain closing conditions, including the tender of a majority of Opta’s shares. The goal is to complete the transaction before this year-end.

Opta Food Ingredients, Inc. is a leading innovator, manufacturer and marketer of proprietary food ingredients that improve the nutritional content, healthfulness, texture and taste of its customers’ food products. Opta’s food ingredients are used by more than 350 food companies, including 12 of the largest U.S. consumer packaged food companies and three of the world’s largest quick service restaurant chains. For the nine-month period ended September 30, 2002, Opta’s sales were at $21.1 million with an EBITDA of $2.8 million from its four manufacturing plants. As of September 30, 2002, Opta’s balance sheet reflected a net worth of $38 million, which included approximately $9.5 million in cash and investments.

Arthur J. McEvily, Ph.D., Opta’s President and CEO, said, “Our Board of Directors carefully considered the offer from Stake, as well as Opta’s other strategic alternatives, and believes that this transaction is in the best interests of our shareholders and also provides long-term growth opportunities for our business. We believe the relationship with Stake will provide the future resources necessary to support our strategy of diversifying our customer base, improving our plant operating margins through manufacturing efficiencies and increased sales volume, and as a result, steadily increase our bottom line performance.”

Jeremy N. Kendall, Chairman and CEO, said, “The addition of Opta is integral to our strategy of continuing to build our health-oriented food business. Opta has an excellent reputation for product quality, innovation and technical expertise in developing value-added solutions for major food and food service companies. The acquisition of Opta will be a superb addition to our growing portfolio of food companies and, having turned the corner to profitability, is expected to continue to grow and be accretive to our future earnings.”

Plans call for Opta becoming a wholly owned Stake subsidiary with existing management continuing to operate the company.

At the time the offer is commenced, Stake and its wholly owned subsidiary making the offer will file a tender offer statement with the U.S. Securities and Exchange Commission and Opta will file a solicitation/recommendation statement with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information, which should be read carefully before any decision is made with respect to the offer. The offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all registered stockholders of Opta at no expense to them within five working days of this release. The tender offer statement (including the offer to purchase, the related letter of transmittal and all other documents filed with the Commission) and the solicitation/recommendation statement will also be available for free at the Commission’s Web site at www.sec.gov.

Mellon Investor Services will act as depository/tender agent and information agent for the transaction and share certificates should be forwarded to Mellon. Any questions concerning this transaction should be directed to Mellon Investor Services LLC.

Stake Technology Ltd. is an owner/operator of high-growth ethical businesses, focused on environmental responsibility and the health and well being of its communities. For the last four consecutive years, Stake was included in Profit magazine’s ‘Profit 100’ list of the 100 fastest growing companies in Canada. Currently, the company has three business units: the Food Group, which specializes in identity-preserved (IP) grain products and natural and organic food products; from seed to packaged product; the Environmental Industrial Group; a producer, distributor, and recycler of industrial materials; and the Steam Explosion Technology Group who market clean pulping technologies. Each of these business units has proprietary products and services that give it a solid competitive advantage in its sector.

For further information, please contact:

Stake Technology Ltd.	Investor Relations Counsel
Jeremy N. Kendall, Chairman & C.E.O.	The Equity Group Inc.
John D. Taylor, President & C.O.O. Susan Wiekenkamp, Information Officer	Linda Latman 212-836-9609 llatman@equityny.com
Tel: 905-455-1990
info@staketech.com	www.theequitygroup.com

Websites: www.staketech.com www.sunrich.com www.bei.ca www.steamexplosion.com www.sunrichvalley.com www.organickitchen.ca www.wildwestorganicharvest.com

Note: This news release may contain forward-looking information. Actual future results may differ materially. The risks, uncertainties, and other factors that could influence actual results are described in the Company’s Annual Report to shareholders and in SEC reports.

EX-99.(A)(8)

EXHIBIT (a) (8)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated November 4, 2002, and the related Letter of Transmittal and any amendments thereto, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Stake Acquisition Corp. by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Notice Of Offer To Purchase For Cash

All Issued And Outstanding Shares of

Common Stock

of

Opta Food Ingredients, Inc.

at

$2.50 Net Per Share In Cash

by

Stake Acquisition Corp.

a wholly owned subsidiary of

Stake Technology Ltd.

Stake Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Stake Technology Ltd., a corporation organized under the laws of Canada (“Parent”), is offering to purchase all issued and outstanding shares of Common Stock, par value $0.01 per share (the “Shares”) of Opta Food Ingredients, Inc., a Delaware corporation (the “Company”), at a purchase price of $2.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, 2002 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the “Offer”). Tendering stockholders who have shares registered in their name and who tender directly will not be charged brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by Purchaser pursuant to the offer.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 3, 2002, UNLESS THE OFFER IS EXTENDED.

The Board of Directors of the Company has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and has unanimously determined that the Offer and the Merger are fair to, and in the best interests of, the Company’s stockholders and unanimously recommends that the stockholders accept the Offer and tender their Shares pursuant to the Offer.

The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares which represents at least a majority of the total number of shares outstanding on a fully diluted basis on the date the shares are accepted for payment. The Offer also is subject to the other conditions set forth in the Offer to Purchase. See the Introduction and Sections 1, 14 and 15 of the Offer. As used herein, “fully diluted basis” takes into account the exercise of all outstanding options that are, or will become, vested and exercisable with an exercise price of less than $2.50.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 25, 2002, by and between the Company, Parent and Purchaser (the “Merger Agreement”), pursuant to which, following the consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation. On the effective date of the Merger, each outstanding Share (other than Shares held in the treasury of the Company, Shares owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company and Shares, if any, held by stockholders who perfect their appraisal rights under Delaware law) will, by virtue of the Merger and without any action by the holder thereof, be converted into the right to receive an amount equal to $2.50 per share in cash without interest thereon.

As an inducement and condition to Parent’s and Purchaser’s entering into the Merger Agreement, certain stockholders of the Company, who beneficially own 1,580,474 Shares in the aggregate, have entered into a Stockholders’ Agreement, dated as of October 25, 2002 (the “Stockholders’ Agreement”), with Purchaser and Parent. Pursuant to the Stockholders’ Agreement, each stockholder has, among other things, agreed to validly tender, pursuant to the Offer, all Shares owned by them, being approximately 14.5% of the outstanding Shares, as well as any shares acquired by them after the date of the Stockholders’ Agreement, and not thereafter withdraw such tender. Such stockholders agreed to grant to Parent a proxy with respect to voting of such Shares. The Stockholders’ Agreement is further described in Section 11 of the Offer to Purchase.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment pursuant to the Offer, and thereby purchased, Shares validly tendered and not withdrawn as, if and when Purchaser gives oral or written notice to Mellon Investor Services LLC, as depositary (the “Depositary”), of Purchaser’s acceptance of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Purchaser and transmitting payment to validly tendering stockholders. In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book-Entry Confirmation (as defined in the Offer to Purchase) with respect thereto), (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry transfer and (iii) any other documents required by the Letter of Transmittal. The per share consideration paid to any holder of Shares pursuant to the Offer will be the highest per share consideration paid to any other holder of such Shares pursuant to the Offer.

Under no circumstances will interest on the purchase price for shares be paid by Purchaser, regardless of any extension of the Offer or any delay in making such payment.

Subject to the terms and conditions of the Merger Agreement, Purchaser expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period during which the Offer is open for any reason, including the existence of any of the conditions specified in Section 14 of the Offer to Purchase, by giving oral or written notice of such extension to the Depositary. Any such extension will be followed as promptly as practicable by public announcement thereof, and such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date (as defined in the Offer to Purchase).

Tenders of Shares made pursuant to the Offer are irrevocable, except that Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (an “Eligible Institution”) except in the case of Shares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at the appropriate Book-Entry Transfer Facility (as defined in the Offer to Purchase) to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility’s procedures, in which case a notice of withdrawal will be effective if delivered to the Depositary by any method of delivery described in this paragraph. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination shall be final and binding. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be tendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3 of the Offer to Purchase.

The Company has provided Purchaser with the Company’s stockholder lists and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the related Letter of Transmittal and, if required, other relevant materials will be mailed to record holders of Shares and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

The receipt of cash in exchange for shares pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign tax laws. In general, a stockholder who receives cash in exchange for Shares pursuant to the Offer or the Merger will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received and such stockholder’s adjusted tax basis in the Shares exchanged therefore. Provided that such Shares constitute capital assets in the hands of the stockholder, such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the holder has held the Shares for more than one year at the time of sale. The maximum U.S. federal income tax rate applicable to individual taxpayers on long-term capital gains is 20%, and the deductibility of capital losses is subject to limitations. All stockholders should consult with their own tax advisors as to the particular tax consequences of the Offer and the Merger to them, including the applicability and effect of the alternative minimum tax and any state, local or foreign income and other tax laws and of changes in such tax laws. For a more complete description of certain U.S. federal income tax consequences of the Offer and the Merger see Section 5 of the Offer to Purchase.

The Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, subject to (a) the terms of the Merger Agreement, which contain certain conditions that may not be waived and modification that may not be made without the consent of the Company, and (b) the rules and regulations of the Commission.

The information required to be disclosed by Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated herein by reference.

The Offer to Purchase and the related Letter of Transmittal contain important information which should be read carefully before any decision is made with respect to the Offer.

Questions and requests for assistance may be directed to the Information Agent at its telephone number listed below. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and all other tender offer materials may be directed to the Information Agent or brokers, dealers, commercial banks and trust companies, and copies will be furnished promptly at Purchaser’s expense. Neither Purchaser nor Parent will pay any fees or commissions (other than to the Information Agent) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

MELLON INVESTOR SERVICES LLC

44 Wall Street, 7th Floor

New York, New York 10005

or

Call Toll-Free 1 (888) 566-9471

November 4, 2002

EX-99.(B)

Exhibit (b)

October 24, 2002

Stake Technology Ltd.

2838 Highway #7

Norval, Ontario

L0P 1K0

Attention:    Mr. Steve Bromley

Dear Sirs:

Re: Credit Facility—Offer of Finance to Stake Technology Ltd.

Bank of Montreal and Harris Trust and Savings Bank are pleased to offer Stake Technology credit facilities subject to the terms and conditions set forth in the attached Committed Term Sheets. The offer of financing constituted by the attached term sheets is open for acceptance by the execution and return of a duplicate copy of this letter by October 25, 2002, after which date the offer of financing will expire and the attached letter shall be of no further force or effect. Please note that upon acceptance, a fee of US$100,000.00 will be due and payable.

Yours truly,

BANK OF MONTREAL		HARRIS TRUST & SAVINGS BANK
Per:	/s/    GORDON CARD	Per:	/s/    MICHAEL LAURIE
	Gordon Card Senior Manager		Michael Laurie Name Vice-President

Acknowledged and Accepted this 25th day of October, 2002

STAKE TECHNOLOGY LTD.
Per:	/s/    JEREMY N. KENDALL
	Jeremy N. Kendall

Per:	/s/    STEVEN R. BROMLEY
	Steven R. Bromley

SUMMARY OF TERMS AND CONDITIONS

TENDER FACILITY

Borrower:	Stake Acquisition Corp. (“Acquisition Co”) and/or Sunrich Foodgroup, Inc. (“Sunrich”).
Currency:	U.S. dollars.
Tender Facility:	Up to $17 million which will be available for (i) the purchase of common shares (the “Shares”) of Targetco acquired pursuant to a cash take-over bid (the “Offer”) and related circular (the “Circular”) to be made in respect of Targetco and subject to a maximum of $2.50 per share; and (ii) for the payment of interest, fees and expenses associated with the Tender Facility.
Lenders:	Bank of Montreal (“BMO”) and Harris Trust and Savings Bank (“Harris”), collectively the “Bank” or “Lenders”.
	BMO    $8.5 million (through BMO’s Chicago office)
	Harris    $8.5 million
Sources and Uses:	(in millions of dollars)

Sources		Uses
17	Tender Facility	28	Shares of Targetco
1	Targetco options	1	Acquisition costs
5	Claridge debenture
6	Cash
29		29

Expiry of Offer:	The Tender Facility must be accepted by the Borrower within 2 business days from receipt of a committed term sheet (the “Acceptance Date”), failing which the Tender Facility shall expire.
Availability:	The Offer must be made no later than 10 business days after the date on which a commitment of the Lender to provide the Tender Facility has been accepted by the Borrower, failing which the commitment for the Tender Facility shall expire.
	An initial drawdown shall be made no later than 45 days after the date of the Offer. If the initial drawdown does not take place within this 45 day period, the Tender Facility shall expire at this time unless the period is extended through the mutual agreement of the Borrower and the Bank. Voluntary reductions of the Tender Facility will be permitted (following completion of the Offer) and subject to the Borrower maintaining a sufficient reserve (as determined by the Bank) for the payment of interest, fees, transaction costs and payment of tendered shares.
Maturity:	The Tender Facility will mature and be repaid on the earlier of (i) 60 days after the initial drawdown (unless extended in writing at the Bank’s sole discretion); or (ii) the date (“Combination Date”) on which

	Targetco becomes a subsidiary of the Borrower (the “Combination”). Any dividends from stock purchased under the Tender Facility will be used to repay advances under the Tender Facility when the dividends are received.
Repayment:	Proceeds of refinancing (refer to attached Merger Facilities) or sale of stock of Targetco.
Interest Rates/Fees:	Availability applicable to the Tender Facility, at the Borrower’s option, will be subject to the following interest rates and stamping fees:
	1)      Direct Advances: BMO U.S. Base Rate or Harris Prime Rate plus 1.0% per annum, and/or
	2)      LIBOR plus 200 basis points (“bps”) per annum.
	BMO U.S. Base Rate or Harris Prime Rate means the floating annual rate of interest established from time to time by the Bank as the base rate it will use to determine rates of interest on U.S. Dollar loans to customers in the United States and designated as BMO U.S. Base Rate or Harris Prime Rate. Interest on U.S. Base Rate/Prime Rate loans is payable monthly in arrears.
	LIBOR is the rate of interest per annum at which deposits in United States dollars for the applicable interest period and amount are offered to the Bank in the London Interbank Market. Interest payable on LIBOR advances will be based on a 360 day year and will be due at the end of each applicable LIBOR interest period but not less frequently than quarterly. The Borrower will be entitled to select LIBOR loans for terms up to i) 45 days or ii) maturity of the Facility, subject to availability, and provided that the term of the LIBOR loan does not expire after the stated maturity date or any demand for payment. Minimum draws of $1,000,000 with multiples of $100,000.
Initial Fees:	The Initial Fees will be payable as follows:
	(i)     US$100,000, payable upon acceptance of a commitment.
	(ii)    US$185,000, payable upon initial drawdown of the Tender Facility.
Standby Fee:	50 bps per annum on the daily undrawn balance of the Tender Facility commencing on the Acceptance Date, payable monthly in arrears.
Security:	Security shall consist of a pledge of (i) all of the purchased Shares, and (ii) a guarantee from Stake Technology Ltd. (iii) a share in all security that is currently granted by Sunrich, Stake Technology and any of its other subsidiaries to the Bank. Such documentation, registration and other security as deemed appropriate by the Bank’s counsel.
Cancellation:	Any undrawn amount of the Tender Facility (and commitment reductions) may be canceled by the Borrower without penalty provided remaining funds/availability are sufficient to effect the Offer. Any reduction in the commitment amount will not affect amounts paid (owing) under Initial Fees payable.

Conditions Precedent to Initial Drawdown:	Usual and customary for transactions of this type, all of which must be fulfilled to the satisfaction of the Bank (and its counsel where appropriate). The conditions precedent shall include, without limitation, accuracy of representations and warranties; absence of material adverse litigation; absence of defaults (including Stake Technology or any of its subsidiaries) or material adverse changes; evidence of authority; receipt of fees and expenses (including legal); satisfactory legal opinions; compliance with applicable law; rules and regulations; environmental issues; the perfection of any security interests granted and receipt of necessary consents and approvals; execution of credit agreement and related documents and shall also include, in respect of the initial borrowing, without limitation:
	1.	Satisfactory completion of due diligence pertaining to the assets, liabilities, businesses, operating conditions, prospects and the debt servicing capacity of the Borrower and Targetco;
	2.	Satisfaction with all terms and conditions of (including the maximum cash price per Share to be paid), and the documentation for, the Offer including the Circular, tax and accounting aspects, and the ownership, organizational, legal and capital structure of the Borrower following the Share purchase and the Combination;
	3.	Satisfactory consummation of the Offer/Circular, including satisfaction of all of the conditions precedent specified in the Offer/Circular, and (i) deposit under the Offer of such number of Shares as are required by the Borrower to ensure successful completion of an amalgamation pursuant to the appropriate regulatory acts, (ii) all relevant filings shall have been made in respect of the Offer/Circular and the Share purchase, and (iii) all trustee arrangements are in place;
	4.	A minimum of US$6 million in cash resources of the Borrower and/or Stake Technology Ltd. (“Stake”) has been contributed to the purchase of the Shares;
	5.	A minimum of US$5 million in cash from a Convertible Debenture subscribed to by Claridge has been contributed to the purchase of the Shares. The Lenders must be satisfied with the terms and conditions of the debenture including a) conversion to common equity of the Borrower if not repaid as scheduled, and b) no repayments will be permitted unless the Borrower meets the December 31, 2003 year end financial projections presented to the Lenders as part of this transaction. A second charge on the Opta head office may secure the debenture;
	6.	The Board of Directors of both Stake and the Targetco have approved the acquisition;

	7.	The Board of Directors/senior management of the Targetco have agreed in writing to maintain a minimum of US$7 million in cash balances throughout the merger process.
	8.	Receipt of satisfactory pro forma consolidated financial statements sheet of the Borrowers and their subsidiaries after giving effect to the Combination;
	9.	Receipt of satisfactory financial projections from the Borrowers and their subsidiaries for the years 2003, 2004 and 2005, prepared in good faith and based upon reasonable assumptions and consistent with the Borrowers’ due diligence review;
	10.	Acceptance of the Merger Facilities.
Representation and Warranties:	Usual and customary for transactions of this type, including, without limitation (having application to the Borrower, including Targetco following completion of the Combination) (i) corporate status; (ii) corporate power and authority/enforceability; (iii) no material violation of law or contracts or organizational documents; (iv) no material litigation; (v) correctness of specified financial statements and no material adverse change; (vi) no required governmental or third party approvals (except as have been obtained and which are in full force and effect); (vii) use of proceeds; (viii) material environmental matters; and (ix) priority of security interests.
Covenants:	Usual and customary for transactions of this type, including, without limitation (having application to the Borrower and Stake, including Targetco following completion of the Combination), (i) delivery of financial statements and other reports; (ii) compliance certificates; (iii) notices of default, material litigation and material governmental and environmental proceedings; (iv) compliance with laws and maintenance of permits; (v) payment of taxes; (vi) maintenance of insurance; (vii) prohibition on liens (subject to permitted encumbrances as per the existing loan agreement between the Bank and the Borrower and Stake (the “Loan Agreement”)); (viii) prohibitions on mergers and consolidations (ix) limitations on the sale of assets (excluding asset sales to be made in connection with the acquisition) as per the Loan Agreement; (x) prohibitions on incurrence of debt and guarantees as per the Loan Agreement; (xi) prohibition on dividends, stock redemptions and other distributions; (xii) limitations on equity issuances by Targetco once the Borrower has achieved control of Targetco; (xiii) limitations on material investments; (xiv) limitations on capital expenditures by Targetco once the Borrower has achieved control of Targetco; (xv) prohibition on any business other than businesses carried on by the Borrower and Targetco (when applicable) and their subsidiaries as at the date of the Offer, and (xvi) Borrower will undertake to use its reasonable best efforts to effect the Combination.
Events of Default:	Those typical for financings of this type and any additional ones appropriate in the context of the proposed transaction, including, without limitation, failure to obtain minority shareholders in favour of the

	Combination, change of control and cross defaults to other indebtedness and specified material agreements of both the Borrower and Targetco, subject to appropriate cure periods.
Protective Provisions:	The credit agreement shall include standard protective provisions for such matters as funding losses, capital adequacy, illegality and taxes (other than withholding tax).
Governing Law:	State of Illinois.
Expenses:	All legal and other out-of-pocket expenses incurred by the Bank in connection with the preparation and execution of a committed term sheet or the credit agreement and the security (including enforcement thereof) and other loan documentation (expenses relating to the Tender Facility shall be for the account of the Borrower, whether or not this transaction is consummated).
Indemnification:	Standard indemnification by the Borrower of the Bank extending to all claims, losses or liabilities including, without limitation, those relating to environmental matters and in connection with the acquisition.
Counsel for Lenders:	Chapman and Cutler.

EX-99.(D)(1)

EXHIBIT (d) (1)

AGREEMENT AND PLAN OF MERGER

AMONG

OPTA FOOD INGREDIENTS, INC.,

STAKE TECHNOLOGY LTD.

AND

STAKE ACQUISITION CORP.

Dated as of October 25, 2002

TABLE OF CONTENTS

		Page
ARTICLE I    THE OFFER		2
1.1.	The Offer	2
1.2.	Action by OPTA	4
1.3.	OPTA Purchase Plan	5
1.4.	Directors	5
ARTICLE II    THE MERGER		7
2.1.	The Merger	7
2.2.	The Closing	7
2.3.	Effective Time	7
2.4.	Effect of the Merger	7
2.5.	Effect on Capital Stock	7
2.6.	Surrender of Securities; Funding of Payments; Stock Transfer Books	9
2.7.	Certificate of Incorporation of Surviving Corporation	10
2.8.	Bylaws of the Surviving Corporation	11
2.9.	Directors and Officers of the Surviving Corporation	11
ARTICLE III    REPRESENTATIONS AND WARRANTIES OF OPTA		11
3.1.	Corporate Organization and Authorization	11
3.2.	OPTA Capital Stock	12
3.3.	OPTA Subsidiaries	12
3.4.	Organization, Existence and Good Standing of OPTA Subsidiaries	12
3.5.	Noncontravention; Consents	12
3.6.	OPTA Public Information	13
3.7.	No Material Adverse Change	14
3.8.	Legal Proceedings	14
3.9.	Material Contracts	14
3.10.	Subsequent Events	14
3.11.	Inventories	15
3.12.	Tax Returns	15
3.13.	Commissions and Fees	15
3.14.	Employee Benefit Plans; Employment Matters	15
3.15.	Compliance with Laws in General	16
3.16.	Intellectual Property	16
3.17.	Insurance	17
3.18.	Properties	17
3.19.	Environmental Matters	18
3.20.	Opinion of Financial Advisor	19
3.21.	Offer Documents; Schedule 14D-9; Proxy Statement	19
3.22.	Management Letters	19
ARTICLE IV    REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUBSIDIARY AND ACQUIROR		19
4.1.	Organization, Existence and Capital Stock	19
4.2.	Authorization of Agreement	20
4.3.	Non-Contravention; Consents	20
4.4.	Commissions and Fees	21
4.5.	No Subsidiaries	21
4.6.	No Prior Activities	21

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4.7.	Offer Documents; Proxy Statement	21
4.8.	Financing Arrangements	21
4.9.	Legal Proceedings	22
ARTICLE V    COVENANTS		22
5.1.	Preservation of Business	22
5.2.	Acquisition Proposals; No Solicitation	23
5.3.	Meetings of Stockholders; Proxy Statement	24
5.4.	Access to Information; Confidentiality	25
5.5.	Foreign Competition Laws	25
5.6.	Accounting Methods	25
5.7.	Standstill	25
5.8.	Public Disclosures	26
5.9.	Indemnification and Insurance	26
5.10.	Reasonable Best Efforts	28
5.11.	Notice of Subsequent Events	28
5.12.	Employment; Employee Welfare	29
5.13.	Guarantee of Acquisition Subsidiary’s Obligations	30
ARTICLE VI    CONDITIONS TO MERGER		30
6.1.	Mutual Conditions	30
ARTICLE VII    TERMINATION		30
7.1.	Termination	30
7.2.	Effect of Termination	32
7.3.	Procedure for Termination	32
ARTICLE VIII     MISCELLANEOUS		33
8.1.	Expenses	33
8.2.	Amendment	33
8.3.	Extension; Waiver	33
8.4.	Nonsurvival of Representations and Warranties	33
8.5.	Notices	33
8.6.	Governing Law/Consent to Jurisdiction	34
8.7.	Waiver of Jury Trial	35
8.8.	Certain Definitions	35
8.9.	Captions	35
8.10.	Integration of Schedules	36
8.11.	Entire Agreement; Assignment	36
8.12.	Enforcement of the Agreement	36
8.13.	Validity	36
8.14.	Counterparts	36
8.15.	No Rule of Construction	36
8.16.	Performance By Acquisition Subsidiary	36
Annex A        Conditions to the Offer
Annex B        Index of Defined Terms
Exhibit A        Certificate of Incorporation of Surviving Corporation

ii

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (the “Agreement”), made and entered into as of the 25^th day of October, 2002, by and among Stake Technology Ltd., a Canada corporation (“ACQUIROR”), Stake Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”), and Opta Food Ingredients, Inc., a Delaware corporation (“OPTA”).

W I T N E S S E T H:

WHEREAS, the board of directors of each of ACQUIROR and Acquisition Subsidiary have approved, and declared it to be advisable and in the best interests of their respective stockholders, for Acquisition Subsidiary to consummate the Offer (as defined below) and the Merger (as defined below), upon the terms and subject to the conditions provided herein;

WHEREAS, the board of directors of OPTA has determined that it is in the best interests of OPTA and its stockholders to approve Acquisition Subsidiary’s proposed acquisition and has resolved (i) to recommend that the stockholders of OPTA accept the Offer (as defined below) and tender their shares (the “OPTA Shares”) of common stock, par value $.01 per share (the “OPTA Common Stock”), pursuant to the Offer and (ii) to approve and declare advisable the merger (the “Merger”) of Acquisition Subsidiary with and into OPTA, with OPTA being the surviving corporation (the “Surviving Corporation”), in accordance with the General Corporation Law of the State of Delaware (“DGCL”) following consummation of the Offer;

WHEREAS, in furtherance of the foregoing, Acquisition Subsidiary will make a cash tender offer (the “Offer”) in compliance with Section 14(d)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, to acquire all of the issued and outstanding OPTA Shares for $2.50 per OPTA Share (such amount, or any greater amount per OPTA Share paid pursuant to the Offer, being hereinafter referred to as the “Per Share Amount”), net to the seller in cash, upon the terms and subject to the conditions of this Agreement; and that the Offer will be followed by the Merger, pursuant to which each issued and outstanding OPTA Share not owned by Acquisition Subsidiary or ACQUIROR (other than Dissenting Shares (as defined below)) will be converted into the right to receive the Per Share Amount, upon the terms and subject to the conditions provided herein;

WHEREAS, as an inducement and a condition to ACQUIROR and Acquisition Subsidiary entering into this Agreement, contemporaneously with the execution and delivery of this Agreement certain stockholders of OPTA have entered into a Stockholders’ Agreement with ACQUIROR and Acquisition Subsidiary (the “Stockholders’ Agreement”) pursuant to which each such stockholder has, among other things, agreed to tender its OPTA Shares in the Offer, in each case upon the terms and subject to the conditions set forth in the Stockholders’ Agreement, and

WHEREAS, the board of directors of OPTA has received the opinion of Adams, Harkness & Hill, Inc. (“AH&H”) that the consideration to be received by the holders of OPTA Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view;

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NOW, THEREFORE, in consideration of the premises, and the mutual covenants and agreements contained herein, the parties hereto do hereby agree as follows:

ARTICLE I

THE OFFER

1.1.    The Offer.

(a)  Not later than the first business day after the date of this Agreement, ACQUIROR, Acquisition Subsidiary and OPTA will make a public announcement of the Offer.

(b)  Provided that this Agreement shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Annex A hereto shall have occurred or be existing, Acquisition Subsidiary shall commence, and ACQUIROR shall cause Acquisition Subsidiary to commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer as promptly as practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Acquisition Subsidiary’s intention to commence the Offer. The obligation of Acquisition Subsidiary to accept for payment and pay for OPTA Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Annex A hereto (unless the failure of any such condition was caused by any breach by ACQUIROR or Acquisition Subsidiary of this Agreement in which case Acquisition Subsidiary shall be obligated to accept for payment and pay for OPTA Shares tendered pursuant to the Offer provided that such failure has been waived by OPTA), including the condition that a number of OPTA Shares representing that number of OPTA Shares which would equal more than fifty percent (50%) of the OPTA Shares then issued and outstanding on a fully-diluted basis shall have been validly tendered and not withdrawn prior to the expiration date of the Offer (the “Minimum Condition”). Acquisition Subsidiary expressly reserves the right to waive any such condition, to increase the Per Share Amount and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of OPTA, Acquisition Subsidiary will not (i) decrease the Per Share Amount, (ii) reduce the maximum number of OPTA Shares to be purchased in the Offer, (iii) change the form of the consideration payable in the Offer, (iv) add to, modify or supplement the conditions to the Offer set forth in Annex A hereto, (v) extend the expiration date of the Offer beyond the twenty (20) business days following the commencement thereof, except as expressly provided herein, or (vi) make any other change in the terms or conditions of the Offer which is adverse to the holders of OPTA Shares. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to each seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer, Acquisition Subsidiary shall, and ACQUIROR shall cause Acquisition Subsidiary to, accept for payment and pay, as promptly as practicable after expiration of the Offer, for all OPTA Shares validly tendered and not withdrawn.

(c)  On the date of commencement of the Offer, ACQUIROR and Acquisition Subsidiary shall file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO, including all exhibits thereto (together with all amendments and

2

supplements thereto, the “Schedule TO”), with respect to the Offer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and the forms of related letters of transmittal (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to OPTA’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. ACQUIROR and Acquisition Subsidiary shall correct promptly any information provided by any of them for use in the Offer Documents which shall become false or misleading, and ACQUIROR and Acquisition Subsidiary shall take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of OPTA Shares, in each case as and to the extent required by applicable law. OPTA and its counsel shall be given the reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. ACQUIROR and Acquisition Subsidiary shall provide OPTA and its counsel with a copy of any written comments or telephonic notification of any oral comments ACQUIROR or Acquisition Subsidiary may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. ACQUIROR and its counsel shall provide OPTA and its counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Offer Documents or this Agreement. In the event that ACQUIROR or Acquisition Subsidiary receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to respond promptly to such comments and take all other actions necessary to resolve the issues raised therein.

(d)  Subject to the terms and conditions hereof, the Offer shall remain open until midnight, Eastern Time, on the date that is twenty (20) business days after the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act); provided, however, that without the prior written consent of OPTA, Acquisition Subsidiary may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions set forth in Annex A shall not have been satisfied or waived, for one (1) or more periods (none of which shall exceed ten (10) business days) not to exceed thirty (30) business days in the aggregate or, if earlier, until such time as such conditions are satisfied or waived, (ii) extend the Offer for one (1) or more periods, not to exceed thirty (30) business days in the aggregate, if required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, or (iii) extend the Offer on one (1) occasion for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence if, on such expiration date, there shall not have been tendered that number of OPTA Shares which would equal more than ninety percent (90%) of the issued and outstanding OPTA Shares; provided, however, that if Acquisition Subsidiary shall extend the Offer pursuant to this clause (iii), Acquisition Subsidiary shall waive during such extension all conditions set forth in Annex A other than the Minimum Condition and the conditions set forth in paragraphs (a) or (d) in Annex A. If on the initial scheduled expiration date of the Offer or

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any extension thereof, any applicable waiting period under any applicable foreign laws regulating competition, antitrust, investment or exchange controls has not expired or terminated prior to the expiration of the Offer (the “Foreign Antitrust Condition”), Acquisition Subsidiary shall, if requested to do so by OPTA, extend the expiration date of the Offer until a date not later than January 15, 2003 and ACQUIROR shall use its best efforts to obtain all permits, authorizations, consents, expiration or termination of waiting periods, and approvals as may be required by any Governmental Entity. In addition, ACQUIROR and Acquisition Subsidiary each agree that if all of the conditions set forth in Annex A are not satisfied, including the satisfaction of the Minimum Condition, on any expiration date of the Offer, then Acquisition Subsidiary shall, and ACQUIROR shall cause Acquisition Subsidiary to, extend the Offer for one (1) or more periods of not less than ten (10) business days if requested to do so by OPTA, provided that OPTA shall be entitled to make only three (3) such requests.

1.2.    Action by OPTA.

(a)  OPTA hereby approves of and consents to the Offer and represents and warrants that the board of directors of OPTA, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to, and in the best interests of, the stockholders of OPTA, (ii) approved the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the Offer and the Merger, in all respects, and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 203 of the DGCL, and (iii) resolved to recommend that the stockholders of OPTA accept the Offer, tender their OPTA Shares to Acquisition Subsidiary and approve and adopt this Agreement and the Merger; provided, however, such approval and recommendation by the board of directors may be withdrawn, modified, or amended if OPTA shall have received a Superior Proposal (as defined in Section 5.2 hereof) or if the board of directors of OPTA otherwise determines in good faith, after consultation with its financial and legal advisors, that such action is necessary to comply with its fiduciary duties. OPTA consents to the inclusion of such approval and recommendation in the Offer Documents, subject to the foregoing proviso. OPTA further represents and warrants that AH&H has delivered to the board of directors of OPTA its written opinion dated October 16, 2002, that the cash consideration to be received by the stockholders of OPTA pursuant to the Offer and the Merger is fair from a financial point of view to such stockholders. OPTA has been authorized by AH&H to permit the inclusion of the fairness opinion or a reference thereto in the Offer Documents and the Schedule 14D-9 (as defined in Section 1.2(b)), subject to the foregoing proviso.

(b)  Contemporaneously with the commencement of the Offer as provided in Section 1.1, OPTA hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) containing the recommendations described in Section 1.2(a), and to mail promptly the Schedule 14D-9 to the stockholders of OPTA. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to OPTA’s stockholders,

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shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by OPTA with respect to information supplied by ACQUIROR or Acquisition Subsidiary for inclusion in the Schedule 14D-9. OPTA, ACQUIROR and Acquisition Subsidiary each agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and OPTA further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of OPTA Shares, in each case as and to the extent required by applicable federal securities laws. ACQUIROR and its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 prior to filing with the SEC. In addition, OPTA agrees to provide ACQUIROR and its counsel with any comments, whether written or oral, that OPTA or its counsel receives from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications.

(c)  In connection with the Offer, OPTA will promptly furnish (or cause to be furnished) to ACQUIROR and Acquisition Subsidiary mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of OPTA Shares as of a recent date and shall furnish Acquisition Subsidiary with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Acquisition Subsidiary or its agents may reasonably request in communicating the Offer to the record and beneficial holders of OPTA Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, ACQUIROR, Acquisition Subsidiary and their affiliates, associates, agents, representatives and advisors shall use the information contained in any such labels, listings and files only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver to OPTA all copies of such information, in whatever media, then in their possession.

1.3.  OPTA Purchase Plan.    Contingent upon the purchase of OPTA Shares by Acquisition Subsidiary pursuant to the Offer, OPTA shall amend its Amended and Restated Employee Stock Purchase Plan (the “OPTA Purchase Plan”) so that as of the Effective Time (i) the OPTA Purchase Plan will terminate and (ii) there will be no outstanding rights of participants under the OPTA Purchase Plan. Prior to the Effective Time, OPTA shall take all actions (including, if appropriate, amending the terms of the OPTA Purchase Plan) that are necessary to give effect to this Section 1.3.

1.4.  Directors.    Promptly upon the satisfaction of the Minimum Condition and the purchase by Acquisition Subsidiary of such Shares tendered in satisfaction of the Minimum Condition pursuant to the Offer, and from time to time thereafter as Shares are acquired by Acquisition Subsidiary, ACQUIROR shall be entitled to designate such number of directors of good repute, rounded down to the nearest whole number, on the board of directors as will give ACQUIROR, subject to compliance with Section 14(f) of the Exchange Act, representation on the board of directors equal to at least that number of directors which equals the product of the

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total number of the currently serving directors on the board of directors (giving effect to the directors appointed or elected pursuant to this sentence and including current directors serving as officers of OPTA) multiplied by the percentage that the aggregate number of the OPTA Shares beneficially owned by ACQUIROR or any affiliate of ACQUIROR (including for purposes of this Section 1.4 such of the OPTA Shares as are accepted for payment pursuant to the Offer, but excluding OPTA Shares held by OPTA or any of its Subsidiaries) bears to the number of OPTA Shares outstanding; provided, that ACQUIROR shall not be entitled to designate a majority of the directors on the board of directors unless it and its affiliates beneficially own a majority of the shares of OPTA Common Stock outstanding. OPTA shall, upon request by ACQUIROR, promptly increase the size of the board of directors or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable ACQUIROR’s designees to be elected to the board of directors in accordance with the terms of this Section 1.4 and shall use its best efforts to cause ACQUIROR’s designees to be so elected; provided, however, that, in the event that ACQUIROR’s designees are appointed or elected to the board of directors, until the Effective Time (as defined in Section 2.3 hereof) (x) William P. Carmichael and Glynn C. Morris shall each continue to serve as a director of OPTA and (y) the board of directors shall have at least two directors who are directors on the date hereof and who are neither officers of OPTA nor designees, stockholders, affiliates or associates (within the meaning of the Federal securities laws) of ACQUIROR (such directors, the “Independent Directors”); provided, further, that if at any time or from time to time fewer than two Independent Directors remain, the other directors shall elect to the board of directors such number of persons who shall be neither officers of OPTA nor designees, stockholders, affiliates or associates of ACQUIROR so that the total of such persons and remaining Independent Directors serving on the board of directors is at least two. Any such person elected to the board of directors pursuant to the second proviso of the preceding sentence shall be deemed to be an Independent Director for purposes of this Agreement. Subject to applicable law, OPTA shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.4 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if ACQUIROR has not theretofore designated directors) such information with respect to OPTA and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.4. ACQUIROR will supply OPTA any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by ACQUIROR constitute a majority of the board of directors and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate on behalf of OPTA this Agreement, (ii) exercise or waive any of OPTA’s rights or remedies hereunder, (iii) extend the time for performance of ACQUIROR’s or Acquisition Subsidiary’s obligations hereunder or (iv) take any other action required to be taken by the board of directors hereunder.

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ARTICLE II

THE MERGER

2.1.  The Merger.    Upon the terms and conditions set forth in this Agreement, and in accordance with the DGCL, Acquisition Subsidiary shall be merged with and into OPTA at the Effective Time (as defined in Section 2.3). From and after the Effective Time, the separate corporate existence of Acquisition Subsidiary shall cease and OPTA shall continue as the Surviving Corporation under the name “Opta Food Ingredients, Inc.” and shall succeed to and assume all the rights and obligations of Acquisition Subsidiary and OPTA in accordance with the DGCL.

2.2.  The Closing.    The closing of the Merger (the “Closing”) will take place at 10:00 a.m. Eastern Time at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. on the first business day after all of the conditions to the obligations of the parties to consummate the Merger as set forth in Article VI shall have been satisfied or waived, or on such other mutually agreeable later date as soon as practicable after the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby as set forth in Article VI (the “Closing Date”).

2.3.  Effective Time.    As promptly as practicable after the satisfaction or waiver of the conditions set forth in Article VI, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger, or if applicable, a certificate of ownership and merger, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL (the time of such filing, or at such later time as ACQUIROR, Acquisition Subsidiary and OPTA shall agree should be specified in the merger document filed, being the “Effective Time”).

2.4.  Effect of the Merger.    From and after the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises and be subject to all of the restrictions, debts, liabilities, disabilities, obligations and duties of OPTA and Acquisition Subsidiary, and the Merger shall otherwise have the effects set forth in Section 259 of the DGCL.

2.5.  Effect on Capital Stock.    At the Effective Time, by virtue of the Merger and without any further action on the part of the ACQUIROR, Acquisition Subsidiary, OPTA, the Surviving Corporation or any holder of OPTA Shares or any shares of capital stock of Acquisition Subsidiary:

(a)  Acquisition Subsidiary Common Stock.    Each share of capital stock of Acquisition Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation.

(b)  Cancellation of Stock.    Each OPTA Share that is held by OPTA (as treasury stock or otherwise) or held by ACQUIROR or Acquisition Subsidiary or by any direct or indirect

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wholly-owned subsidiary of OPTA, ACQUIROR or Acquisition Subsidiary, shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered in exchange therefor.

(c)  Conversion of OPTA Shares.    Each OPTA Share issued and outstanding immediately prior to the Effective Time (other than OPTA Shares to be canceled in accordance with Section 2.5(b) and Dissenting Shares) (as defined below) shall be canceled, extinguished and converted into and become a right to receive an amount equal to the Per Share Amount in cash, without interest (the “Merger Consideration”).

(d)  Dissenting Shares.    Notwithstanding anything in this Agreement to the contrary, OPTA Shares outstanding immediately prior to the Effective Time held by a holder (if any) who is entitled to demand, and who properly demands, appraisal for such OPTA Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or otherwise loses such holder’s right to appraisal, if any. Such stockholders shall be entitled to receive payment of the appraised value of such OPTA Shares held by them in accordance with the provisions of such Section 262. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, such OPTA Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration pursuant to Section 2.5(c).

OPTA shall give ACQUIROR (i) prompt notice of any written demands for appraisal or payment of the fair value of any OPTA Shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL received by OPTA and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. OPTA shall not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of ACQUIROR, settle or offer to settle any such demands at a price per OPTA Share greater than the Per Share Amount.

(e)  Stock Options.    Prior to the Effective Time, OPTA shall use its commercially reasonable efforts to provide that each outstanding option to purchase OPTA Shares (in each case, a “OPTA Option”) granted under OPTA’s 1992 Employee, Director and Consultant Stock Option Plan and its 1991 Non-Employee Stock Option Plan (together, the “Stock Option Plans”), whether or not then vested or exercisable, shall be exercisable for and entitle each holder thereof to, a payment in cash from the Surviving Corporation, upon exercise, equal to the product of (i) the number of OPTA Shares previously subject to such OPTA Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per OPTA Share previously subject to such OPTA Option (such product, the “Net Gains”). All applicable withholding taxes attributable to the payments made hereunder shall be deducted from the amounts payable hereunder; provided, however, that with respect to any person subject to Section 16 of the Exchange Act, any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. Immediately prior to the Effective Time, ACQUIROR shall provide or cause to be provided to OPTA the funds necessary to pay the aggregate amount of Net Gains attributable to all OPTA Options that OPTA becomes obligated to pay pursuant to this Section 2.5(e). OPTA shall make all payments of Net Gains

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required by this Section 2.5(e) immediately prior to the Effective Time, although it shall deduct and withhold from the amounts otherwise payable pursuant to this Section 2.5(e) such amounts as it is required to deduct and withhold with respect to the making of such payments under the Internal Revenue Code of 1986 (the “Code”) or any other applicable state, local or federal tax law or tax laws of foreign jurisdictions. To the extent that amounts are so withheld by OPTA, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the OPTA Option in respect of which such withholding was made by OPTA. The Surviving Corporation will promptly comply with all tax laws requiring it to forward such withheld taxes and/or pay its own taxes to the responsible Governmental Entity, as well as reporting the amount of income resulting from the payments made pursuant to this Section 2.5(e).

2.6.    Surrender of Securities; Funding of Payments; Stock Transfer Books.

(a)  Exchange Agent.    Pursuant to an agreement reasonably satisfactory to OPTA and ACQUIROR entered into prior to the Effective Time (the “Exchange Agent Agreement”), ACQUIROR shall designate a bank or trust company reasonably acceptable to OPTA to act as agent (the “Exchange Agent”) for the purpose of exchanging Certificates (as defined below) for the Merger Consideration. The fees and expenses of the Exchange Agent shall be paid by ACQUIROR and ACQUIROR shall indemnify the Exchange Agent and OPTA against actions taken by the Exchange Agent pursuant hereto and pursuant to the Exchange Agent Agreement other than for acts or omissions which constitute willful misconduct or gross negligence, pursuant to the Exchange Agent Agreement.

(b)  Payment Fund.    Prior to the Effective Time, the ACQUIROR shall remit to the Exchange Agent an amount equal to the aggregate Merger Consideration (including the aggregate Merger Consideration for all Dissenting Shares) necessary to pay the holders of the Certificates representing OPTA Shares (collectively, the “Payment Fund”). ACQUIROR shall be entitled to receive from the Exchange Agent any interest accrued on the Payment Fund.

(c)  Letter of Transmittal; Procedure for Exchange.    ACQUIROR agrees that, as soon as practicable after the Effective Time and in no event later than five (5) business days thereafter, the Surviving Corporation shall cause the distribution to holders of record of OPTA Shares (as of the Effective Time) of a form of letter of transmittal and other appropriate materials and instructions for use in effecting the surrender of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding OPTA Shares (each, a “Certificate”) for payment of the Merger Consideration therefor. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive, and the Exchange Agent shall promptly pay to the holders out of the Payment Fund, the Merger Consideration multiplied by the number of OPTA Shares represented by such Certificate immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax laws. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of a Certificate for the benefit of the holder thereof. In the event any Certificate shall have been lost or destroyed, the Exchange Agent, subject to such other

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conditions as the Surviving Corporation may reasonably impose (including the posting of an indemnity bond or other surety in favor of the Surviving Corporation with respect to the Certificate alleged to be lost or destroyed), shall be authorized to accept an affidavit from the record holder of such Certificate in a form reasonably satisfactory to the Surviving Corporation, and upon surrender to the Exchange Agent of such affidavit, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent shall promptly pay to the record holder of such Certificate out of the Payment Fund the Merger Consideration multiplied by the number of OPTA Shares represented by such Certificates immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax laws.

(d)  Payment to Registered Holders.    If any portion of the Merger Consideration is to be paid to a person other than the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate shall be surrendered and shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation and the Exchange Agent that such tax either has been paid or is not payable.

(e)  Stock Transfer Books Closed.    At the Effective Time, the stock transfer books of OPTA shall be closed and there shall not be any further registration of transfers of OPTA Shares thereafter on the records of OPTA.

(f)  No Dividends.    After the Effective Time, no dividends, interest or other distributions shall be paid to the holder of any OPTA Shares.

(g)  No Further Rights.    After the Effective Time, holders of Certificates shall cease to have any rights as stockholders of OPTA, except as provided herein or under the DGCL. No interest shall be paid on any Merger Consideration payable to former holders of OPTA Shares.

(h)  Termination of Payment Fund.    Promptly following the two-year anniversary date of the Effective Date, the Exchange Agent shall return to the Surviving Corporation all of the remaining Payment Fund, and the Exchange Agent’s duties shall terminate. Thereafter, each holder of a Certificate may surrender the same to the Surviving Corporation and upon such surrender (subject to applicable abandoned property, escheat or similar laws) shall receive the applicable aggregate Merger Consideration. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of OPTA Shares for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar law.

2.7.    Certificate of Incorporation of Surviving Corporation.    At the Effective Time, the restated certificate of incorporation of OPTA shall be amended to read in its entirety as set forth in Exhibit A hereto. The restated certificate of incorporation of OPTA, as so amended, shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time and, subject to the limitations set forth in Section 5.9, until thereafter amended as provided

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by law.

2.8.    Bylaws of the Surviving Corporation.    Subject to Section 5.9, the bylaws of Acquisition Subsidiary shall be the bylaws of the Surviving Corporation from and after the Effective Time of the Merger and until thereafter altered, amended or repealed as provided by law.

2.9.    Directors and Officers of the Surviving Corporation.    The directors of Acquisition Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of OPTA immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the laws of the State of Delaware, the certificate of incorporation and bylaws of the Surviving Corporation.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF OPTA

Except as set forth in the corresponding sections or subsections of the OPTA Disclosure Schedule, dated this date, delivered by OPTA to ACQUIROR and Acquisition Subsidiary (the “OPTA Disclosure Schedule”), OPTA represents and warrants, as of the date hereof, as follows:

3.1.    Corporate Organization and Authorization.

(a)  OPTA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. OPTA has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by OPTA and the consummation by OPTA of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of OPTA are necessary to authorize this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding OPTA Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by OPTA and, assuming the due authorization, execution and delivery by ACQUIROR and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of OPTA enforceable against OPTA in accordance with its terms.

(b)  (i)  OPTA has all requisite governmental authorizations, certificates, licenses, consents and approvals required to carry on its business as presently conducted, except where the failure to possess such authorizations, certificates, licenses, consents and approvals would not reasonably be expected to have a Material Adverse Effect (as defined below). OPTA is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction

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where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below).

(ii)  For purposes of this Agreement, “Material Adverse Effect” shall mean with respect to OPTA, any fact, event, change, circumstance or effect that is materially adverse to the business, financial condition or results of operations of OPTA and the OPTA Subsidiaries, taken as a whole, other than any fact, event, change, circumstance or effect (i) relating to the industries for OPTA’s products, the general economy, domestic or foreign securities markets or political or regulatory events or changes, (ii) arising out of or resulting from entering into this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, (iii) arising out of or resulting from the continuation of any existing unfavorable business or financial trend or (iv) arising out of or resulting from any fact, event, change, circumstance or effect that has been disclosed to ACQUIROR.

3.2.    OPTA Capital Stock.    The authorized capital stock of OPTA consists of (i) 15,000,000 shares of OPTA Common Stock, of which 10,887,577 shares were issued and outstanding as of the date of this Agreement, and of which 416,160 shares are issued and held as treasury shares as of the date of this Agreement and (ii) 3,000,000 shares of preferred stock, par value $.01 per share, none of which are issued and outstanding. All of the issued and outstanding OPTA Shares are duly and validly issued, fully paid and nonassessable. Except as set forth in Section 3.2 of the OPTA Disclosure Schedule or otherwise disclosed in OPTA’s public filings, there are no options, warrants, or similar rights granted by OPTA or any other agreements to which OPTA is a party providing for the issuance or sale by it of any additional securities which would remain in effect after the Effective Time.

3.3.    OPTA Subsidiaries.    Section 3.3 of the OPTA Disclosure Schedule sets forth a list of all subsidiaries of OPTA (individually, an “OPTA Subsidiary,” and collectively, the “OPTA Subsidiaries”) and their respective jurisdictions of incorporation.

3.4.    Organization, Existence and Good Standing of OPTA Subsidiaries.    Except as set forth in Section 3.4 of the OPTA Disclosure Schedule, each OPTA Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted, except where the failure to be so organized, existing or in good standing, or to have such power, would not reasonably be expected to have a Material Adverse Effect.

3.5.    Noncontravention; Consents.

(a)  Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby does or will:

(i)  violate, conflict with, or constitute a default under, the restated certificate of incorporation, as amended, or bylaws, as amended, of OPTA; or

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(ii)  assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, injunction, judgment or decree of any court or Governmental Entity to which OPTA or any of its assets or properties is subject, which violation has or would reasonably be expected to have a Material Adverse Effect or (B) except as set forth in Section 3.5(a) of the OPTA Disclosure Schedule, result in a violation or breach of, or constitute a default under, or give rise to any right of termination, acceleration or modification of, any note, bond, mortgage, indenture, deed of trust, license, lease or other agreement, instrument or obligation to which OPTA is a party or by which it or any of its assets or properties is bound, which default, breach or other action has or would reasonably be expected to have a Material Adverse Effect.

(b)  Except for the expiration or termination of the applicable waiting period under any applicable foreign competition laws, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or “Blue Sky” laws or regulations (the “Blue Sky laws”) or any exchange upon which OPTA Shares are listed, and except for the filing and recordation of a certificate of merger, or if applicable, a certificate of ownership and merger, as required by the DGCL, there is no other consent, approval, order or authorization of, or filing with, or any permit from, or any notice to, any court or Governmental Entity required to be obtained by OPTA in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, the failure of which to obtain would reasonably be expected to have a Material Adverse Effect.

3.6.    OPTA Public Information.

(a)  OPTA has filed all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2001 under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act (together with all subsequent forms, reports, schedules, statements and other documents filed by OPTA with the SEC prior to the Effective Time, collectively, the “OPTA Public Reports”). As of their respective dates, the OPTA Public Reports (x) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (y) complied as to form in all material respects with the applicable laws and rules and regulations of the SEC.

(b)  The consolidated financial statements of OPTA (including any footnotes thereto) contained in the OPTA Public Reports have been prepared from, and are in accordance with, the books and records of OPTA and have been prepared in accordance with the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be otherwise indicated therein) and fairly present in all material respects the consolidated financial position of OPTA and OPTA Subsidiaries as of the dates thereof and the consolidated results of operations, changes in stockholders’ equity and cash flows of OPTA and OPTA Subsidiaries for the periods then ended, except that any unaudited financial statements contained therein are subject to normal and recurring year-end

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adjustments. The consolidated balance sheet of OPTA at June 30, 2002 included in the OPTA Public Reports is herein sometimes referred to as the “OPTA Balance Sheet.”

3.7.    No Material Adverse Change.    Since June 30, 2002 and on or prior to the date hereof, there has been no change, event, loss or occurrence affecting OPTA or any of the OPTA Subsidiaries that has had or would reasonably be expected to have a Material Adverse Effect.

3.8.    Legal Proceedings.    Except as set forth in Section 3.8 of the OPTA Disclosure Schedule or described in the OPTA Public Reports, as of the date of this Agreement, OPTA has no knowledge of any material pending or material threatened litigation, governmental investigation or other proceeding against OPTA or relating directly to the transactions contemplated by this Agreement which, if resolved adversely to OPTA, would reasonably be expected to have a Material Adverse Effect.

3.9.    Material Contracts.    OPTA has made available to ACQUIROR true copies of all written contracts of OPTA and the OPTA Subsidiaries that are material to OPTA and the OPTA Subsidiaries, taken as a whole, entered into in connection with and related to the business and operations of OPTA and the OPTA Subsidiaries or has otherwise disclosed such material written contracts in Section 3.9 of the OPTA Disclosure Schedule or in the OPTA Public Reports. To the knowledge of OPTA, all of such written contracts are valid, binding and enforceable in accordance with their terms (assuming the other parties thereto are bound) and are in full force and effect, except where such invalidity or unenforceability would not reasonably be expected to have a Material Adverse Effect. To the knowledge of OPTA, no default or alleged default by OPTA or the OPTA Subsidiaries exists under such material written contracts, except for defaults or alleged defaults which would not reasonably be expected to have a Material Adverse Effect.

3.10.    Subsequent Events.    Except as set forth in Section 3.10 of the OPTA Disclosure Schedule or disclosed in the OPTA Public Reports, OPTA has not, since June 30, 2002:

(a)  Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability other than any lien, encumbrance, obligation or liability (i) discharged, paid or satisfied in the ordinary course of business, (ii) shown or reflected on the OPTA Balance Sheet, (iii) incurred since the date of the OPTA Balance Sheet in the ordinary course of business or (iv) the discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effect.

(b)  Increased or established any reserve for Taxes (as defined in Section 3.12) or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effect, except as may have been required due to income or operations of OPTA since the date of the OPTA Balance Sheet.

(c)  Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTA.

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(d)  Sold or transferred any of the assets material to the consolidated business of OPTA, canceled any material debts or claims or waived any material rights, except in the ordinary course of business.

(e)  Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement.

(f)  Issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of OPTA or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in Section 3.2 of the OPTA Disclosure Schedule.

3.11.    Inventories.    All inventories reflected on the OPTA Balance Sheet were as of the date thereof carried at amounts which reflect valuations pursuant to OPTA’s normal inventory valuation policy of stating inventory as the lower of cost or market on a first-in-first-out basis, all in accordance with GAAP. Except as set forth in Section 3.11 of the OPTA Disclosure Schedule, since the date of the OPTA Balance Sheet, no inventory items have been sold or disposed of except in the ordinary course of business.

3.12.    Tax Returns.    OPTA has filed all tax returns required to be filed by it or requests for extensions to file such returns or reports have been timely filed and granted and have not expired, except to the extent that such failures to file would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in Section 3.12 of the OPTA Disclosure Schedule, OPTA has made all payments shown as due on such returns. Except as disclosed in Section 3.12 of the OPTA Disclosure Schedule, OPTA has not been notified that any tax returns of OPTA are currently under audit by the Internal Revenue Service or any state or local tax agency. Except as set forth in Section 3.12 of the OPTA Disclosure Schedule, no agreements have been made by OPTA for the extension of time or the waiver of the statute of limitations for the assessment or payment of any Taxes. As used herein, the term “Taxes” means all federal, state, local and foreign taxes, including, without limitation, income, profits, franchise, employment, transfer, withholding, property, excise, sales and use taxes (including interest and penalties thereon and additions thereto).

3.13.    Commissions and Fees.    Except for fees payable to AH&H, there are no valid claims for brokerage commissions or finder’s or similar fees in connection with the transactions contemplated by this Agreement.

3.14.    Employee Benefit Plans; Employment Matters.

(a)  Except as set forth in Section 3.14(a) of the OPTA Disclosure Schedule or in the OPTA Public Reports, OPTA has not established and does not maintain and is not obligated to make contributions to or under or otherwise participate in (i) any bonus or other type of incentive compensation plan or program, (ii) any pension, profit-sharing or other retirement plan or program, or (iii) any other employee benefit plan, fund or program described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Except as set forth in Section

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3.14(a) of the OPTA Disclosure Schedule, all such plans listed in Section 3.14(a) of the OPTA Disclosure Schedule (individually, a “Plan” and collectively, the “Plans”) have been operated and administered in accordance with ERISA and the Code, except where such failure to operate and administer would not reasonably be expected to have a Material Adverse Effect. To the knowledge of OPTA, there have been no prohibited transactions (as defined in Section 4975 of the Code) with respect to any Plan and no transaction which could be reasonably expected to give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, except as would not reasonably be expected to have a Material Adverse Effect. No “reportable event” (as defined in ERISA) which requires the filing of a report thereof with the Pension Benefit Guaranty Corporation has occurred with respect to any of the Plans which is subject to Title IV of ERISA, except as would not reasonably be expected to have a Material Adverse Effect. OPTA is not obligated in any way to make any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980, as amended.

(b)  There are no liens on the assets of any Plan.

(c)  There are no withdrawal liabilities of OPTA or any OPTA Subsidiary for any multiemployer pension plan.

(d)  Except as set forth in Section 3.14(d) of the OPTA Disclosure Schedule, OPTA is not a party to any oral or written union, guild or collective bargaining agreement which agreement covers employees in the United States, and, to the knowledge of OPTA, no union organizing activity is currently being conducted with respect to any of its employees.

(e)  Section 3.14(e) of the OPTA Disclosure Schedule contains a list of current employees of OPTA, which, as to the number of employees, dates of their hire and salary information, is true and complete in all material respects.

3.15.    Compliance with Laws in General.    OPTA and the OPTA Subsidiaries hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the business of OPTA and the OPTA Subsidiaries and that are material to OPTA and the OPTA Subsidiaries, taken as a whole (collectively, the “OPTA Permits”), except where the failure to have any such OPTA Permits would not reasonably be expected to have a Material Adverse Effect. OPTA and the OPTA Subsidiaries are in material compliance with the terms of the OPTA Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.

3.16.    Intellectual Property.

(a)  Except as set forth in Section 3.16(a) of the OPTA Disclosure Schedule, to the knowledge of OPTA, OPTA owns, or is licensed or otherwise entitled to exercise all rights under or with respect to all patents, trademarks, trade names, service marks, copyrights, and any applications therefor, and trade secrets employed in the operation of OPTA’s business as currently conducted (the “Intellectual Property Rights”), except where the failure to so own, or be licensed or otherwise entitled to exercise all rights under or with respect to such Intellectual

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Property Rights would not reasonably be expected to have a Material Adverse Effect. To the knowledge of OPTA, Section 3.16(a) of the OPTA Disclosure Schedule lists all material OPTA patents, registered copyrights, registered trademarks, trade names and registered service marks, and any applications therefor (the “OPTA Intellectual Property Rights”). Section 3.16(a) of the OPTA Disclosure Schedule lists all third party patents, registered copyrights, registered trademarks, trade names and registered service marks which are incorporated in or form a part of OPTA products. To the knowledge of OPTA, Section 3.16(a) of the OPTA Disclosure Schedule lists all material licenses, sublicenses and other agreements as to which OPTA is a party and pursuant to which OPTA is authorized to use third party patents, registered copyrights, registered trademarks, trade names and registered service marks (the “Material IP Agreements”).

(b)  Except as set forth in Section 3.16(b) of the OPTA Disclosure Schedule, OPTA has not received written notice of any claims with respect to the OPTA Intellectual Property Rights, and, to the knowledge of OPTA, there are no claims (i) to the effect that any business of OPTA as currently conducted infringes on or misappropriates any patents, copyrights, trademarks, trade names or service marks in which a third party has any rights or (ii) challenging the ownership, validity or effectiveness of any of the OPTA Intellectual Property Rights, in either case, which claims would reasonably be expected to have a Material Adverse Effect. To the knowledge of OPTA, except as set forth in Section 3.16(c) of the OPTA Disclosure Schedule, no OPTA Intellectual Property Right is subject to any material lien, encumbrance or other secured interest.

(c)  OPTA is not, and as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder will not be, in violation of any Material IP Agreement, except such violations as would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.16(c) of the OPTA Disclosure Schedule and except for those OPTA Intellectual Property Rights which are in the public domain, OPTA is the owner or licensee of, with all right, title and interest in and to (free and clear of any liens or encumbrances), the OPTA Intellectual Property Rights, and rights in respect thereof, and is not contractually obligated to pay any compensation with respect to those rights to any third party.

3.17.    Insurance.    Section 3.17 of the OPTA Disclosu re Schedule sets forth a complete and correct list of all material insurance policies and programs (other than welfare benefit insurance policies and programs), including self-insurance programs, maintained by OPTA.

3.18.    Properties.    Section 3.18 of the OPTA Disclosure Schedule sets forth a list of all material real property owned by OPTA. Section 3.18 of the OPTA Disclosure Schedule sets forth by location all material real property used or occupied by OPTA that is held under lease or sub-lease by OPTA (the “Leases”). Except for the properties subject to the Leases and as set forth in Section 3.18 of the OPTA Disclosure Schedule, OPTA has good title, free and clear of all liens, mortgages, claims, restrictions, pledges, or other claims or encumbrances to all of its material tangible properties, except for (i) liens for current Taxes not yet due and payable, (ii) assets disposed of since the date of the OPTA Balance Sheet in the ordinary course of business, (iii) liens imposed by law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers and materialmen, (iv) liens in respect of pledges or

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deposits under workers’ compensation laws, and (v) liens and encumbrances which do not affect marketability of title or the use being made of such properties or immaterial title defects, all of which would not reasonably be expected to have a Material Adverse Effect. The Leases are in full force and effect, and OPTA holds a valid existing leasehold interest under each of the Leases on the terms set forth in such Leases, except to the extent that the failure to be in full force and effect or the failure to hold a valid leasehold interest would not reasonably be expected to have a Material Adverse Effect. OPTA has made available to ACQUIROR copies of each of the Leases, and none of the Leases has been modified, except to the extent such modifications would not reasonably be expected to have a Material Adverse Effect.

3.19.    Environmental Matters.

(a)  Neither OPTA nor any OPTA Subsidiary has received written notice from any Governmental Entity alleging that (i) OPTA or any OPTA Subsidiary is in material violation of any applicable Environmental Law (as defined below), which violation is unresolved and would, if established, reasonably be expected to have a Material Adverse Effect; or (ii) OPTA or any OPTA Subsidiary is obligated to undertake, or to bear all or any portion of the cost of, any Cleanup (as defined below), which would reasonably be expected to have a Material Adverse Effect. OPTA and all OPTA Subsidiaries are and have been in material compliance with all applicable Environmental Laws, except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect.

(b)  To the knowledge of OPTA, there have been no releases, spills or discharges of Regulated Materials (as hereinafter defined) on or underneath any location which is owned, leased or otherwise operated by OPTA (the “Properties”), which release, spills or discharges would reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of OPTA, threatened claims, liens or encumbrances resulting from Environmental Laws with respect to any of the OPTA Properties, which claims, liens or encumbrances would reasonably be expected to have a Material Adverse Effect.

(c)  Section 3.19(c) of the OPTA Disclosure Schedule sets forth a complete list of all environmental reports and studies prepared for OPTA with respect to any of its Properties.

(d)  For purposes of this Agreement the following terms shall have the following meanings:

“Cleanup” means all actions required by any Environmental Law to clean up, remove, treat or remediate Regulated Materials.

“Environmental Laws” shall mean all federal, state, local laws, statutes, ordinances, codes, rules and regulations related to the protection of the environment or the handling, use, recycling, generation, treatment, storage, transportation or disposal of Regulated Materials.

“Regulated Materials” shall mean any pollutants; or toxic, hazardous or extremely hazardous substances, materials or wastes, regulated by any Environmental Laws.

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3.20.    Opinion of Financial Advisor.    OPTA has received the opinion of AH&H dated October 16, 2002 to the effect that, as of the date hereof, the Per Share Amount to be received by the stockholders of OPTA is fair to the holders of OPTA Shares from a financial point of view and such opinion has not been withdrawn. A written copy of such opinion has been delivered by OPTA to ACQUIROR.

3.21.    Offer Documents; Schedule 14D-9; Proxy Statement.    The information supplied by OPTA for inclusion in the Schedule 14D-9 and the Offer Documents shall not, at the respective times the Schedule 14D-9 or the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of OPTA, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The information supplied by OPTA for inclusion in the proxy statement to be sent to the stockholders of OPTA in connection with the Stockholders’ Meeting or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of OPTA, at the time of the Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading.

3.22.    Management Letters.    Since January 1, 2000, OPTA has received no management letters from its independent public accountants.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUBSIDIARY

AND ACQUIROR

Each of Acquisition Subsidiary and ACQUIROR, jointly and severally, represent and warrant to OPTA, as of the date hereof, as follows:

4.1.    Organization, Existence and Capital Stock.

(a)  ACQUIROR is a corporation duly organized, validly existing and in good standing under the laws of Canada. ACQUIROR has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. ACQUIROR is duly qualified to do business and is in good standing in all jurisdictions in which the character of the property owned, leased or operated or the nature of the business transacted by it makes qualification necessary.

(b)  Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. Acquisition Subsidiary’s authorized capital consists of 1,000 shares of common stock, par value $1.00 per share, all of which

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shares have been duly authorized and validly issued and registered in the name of ACQUIROR and are fully paid and nonassessable. As of the date hereof, there are not any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements of any character obligating Acquisition Subsidiary to issue any additional shares of capital stock of Acquisition Subsidiary or any other securities convertible into or evidencing the right to subscribe for any such shares.

4.2.    Authorization of Agreement.    Each of ACQUIROR and Acquisition Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement and each other document, agreement, certificate and instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by each of ACQUIROR and Acquisition Subsidiary of this Agreement and each other document, agreement, certificate and instrument required hereby to be executed and delivered by ACQUIROR and Acquisition Subsidiary at the Closing and the performance of their respective obligations hereunder and thereunder have been duly and validly authorized by the board of directors of each of ACQUIROR and Acquisition Subsidiary and by ACQUIROR as the sole stockholder of Acquisition Subsidiary. Except for filing of the certificate of merger, or, if applicable, a certificate of ownership and merger, no other corporate proceedings on the part of ACQUIROR or Acquisition Subsidiary are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of ACQUIROR and Acquisition Subsidiary and, assuming due authorization, execution and delivery hereof by OPTA, constitutes a legal, valid and binding obligation of each of ACQUIROR and Acquisition Subsidiary, enforceable against each of ACQUIROR and Acquisition Subsidiary in accordance with its terms.

4.3.    Non-Contravention; Consents.

(a)  Neither the execution or delivery of this Agreement or any other document, agreement, certificate or instrument nor the consummation of the transactions contemplated hereby or thereby does or will:

(i)  violate, conflict with, or constitute a default under, the certificate of incorporation or other charter document, as amended, or bylaws, as amended, of ACQUIROR or Acquisition Subsidiary; or

(ii)  assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, writ, injunction, judgment or decree of any court or Governmental Entity to which ACQUIROR or Acquisition Subsidiary or any of their assets or properties are subject or (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, acceleration or modification of, any note, bond, mortgage, indenture, deed of trust, license, lease or other agreement, instrument or obligation to which ACQUIROR or

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Acquisition Subsidiary is a party or by which their or any of their assets or properties may be bound.

(b)  Except for the expiration or termination of the applicable waiting period under any applicable foreign competition laws, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act and the Blue Sky laws, and except for the filing and recordation of a certificate of merger, or, if applicable, a certificate of ownership and merger, as required by the DGCL, there is no other consent, approval, order or authorization of, or filing with, or any permit from, or any notice to, any court or Governmental Entity required to be obtained by ACQUIROR or Acquisition Subsidiary in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby.

4.4.    Commissions and Fees.    There are no claims for brokerage commissions, investment bankers’ fees or finder’s fees owed by ACQUIROR or Acquisition Subsidiary in connection with the transaction contemplated by this Agreement.

4.5.    No Subsidiaries.    Acquisition Subsidiary does not own stock in, and does not control directly or indirectly, any other corporation, association or business organization. Acquisition Subsidiary is not a party to any joint venture or partnership.

4.6.    No Prior Activities.    Other than the obligations created under this Agreement, Acquisition Subsidiary has neither incurred any obligation or liability nor engaged in any business activities of any type or kind whatsoever, and is not obligated under any contracts, claims, leases, liabilities, loans or otherwise.

4.7.    Offer Documents; Proxy Statement.    The information supplied by ACQUIROR and Acquisition Subsidiary for inclusion in the Offer Documents will not, at the time the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of OPTA, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The information supplied by ACQUIROR and Acquisition Subsidiary for inclusion in the Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of OPTA, at the time of the Stockholders’ Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading.

4.8.    Financing Arrangements.    ACQUIROR has or will have, through its own resources and through its wholly-owned Subsidiary, SunRich Food Group, Inc. (“SunRich”), sufficient funds available to irrevocably provide the amount of cash necessary to accept for payment and pay for all OPTA Shares eligible to be tendered pursuant to the Offer, to pay for the aggregate amount of the Net Gains pursuant to Section 2.5(e), to permit the Surviving Corporation to pay the aggregate Merger Consideration, and to pay all related fees and expenses. ACQUIROR has received and furnished a copy to OPTA of a commitment letter from Bank of

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Montreal and Harris Trust and Savings Bank (collectively, the “Lenders”) dated October 24, 2002 pursuant to which the Lenders have committed, subject to the terms and conditions thereof, to enter into a tender facility (the “Tender Facility”) with SunRich and/or Acquisition Subsidiary to provide financing in the amount of up to $17,000,000, and ACQUIROR intends to furnish the balance of the necessary funds itself. As of the date hereof, ACQUIROR knows of no facts or circumstances that are reasonably likely to result in any of the conditions set forth in the Tender Facility not being satisfied. Upon consummation of the Offer in accordance with the terms hereof and at the Effective Time, ACQUIROR will make such funds available, and will cause SunRich to make such funds available, to Acquisition Subsidiary as are necessary to enable Acquisition Subsidiary to fulfill its obligations hereunder.

4.9.    Legal Proceedings.    As of the date of this Agreement, there is no litigation, governmental investigation or other proceeding against either ACQUIROR or Acquisition Subsidiary, or to the knowledge of either ACQUIROR nor Acquisition Subsidiary, pending or threatened, relating to this Agreement or the transactions contemplated hereby.

ARTICLE V

COVENANTS

5.1.    Preservation of Business.    Except as contemplated by this Agreement or as set forth in Section 5.1 of the OPTA Disclosure Schedule, during the period from the date of this Agreement to the Effective Time, OPTA and the OPTA Subsidiaries shall in all material respects conduct their operations according to their ordinary and usual course of business and consistent in all material respects with past practice, and OPTA shall use commercially reasonable efforts to preserve intact in all material respects the business organization of OPTA, keep available the services of its current officers, and preserve in all material respects the goodwill of those having advantageous business relationships with it and the OPTA Subsidiaries. Without limiting the generality of the foregoing, and except as contemplated by this Agreement, as set forth in the OPTA Disclosure Schedule or as disclosed in writing to ACQUIROR, prior to the Effective Time, neither OPTA nor any of the OPTA Subsidiaries, as the case may be, will, without the prior written consent of ACQUIROR:

(a)  issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, additional shares of its capital stock or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, other than OPTA Shares, OPTA Options, preferred stock, treasury shares, rights, warrants or options, each as may be issuable pursuant to the OPTA Options;

(b)  split, combine, subdivide, reclassify or redeem, or purchase or otherwise acquire, or propose to do any of the foregoing with respect to, any of its outstanding securities;

(c)  declare or pay any dividend or distribution on the OPTA Shares;

(d)  subject to the fiduciary duties of the board of directors of OPTA and except pursuant to agreements or arrangements in effect on the date hereof, purchase or otherwise

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acquire, sell or otherwise dispose of or encumber (or enter into any agreement to so purchase or otherwise acquire, sell or otherwise dispose of or encumber) material properties or material assets except in the ordinary course of business;

(e)  subject to the rights of the stockholders of OPTA under applicable law, adopt any amendments to the restated certificate of incorporation or bylaws of OPTA;

(f)  (i) increase the compensation of any of its directors or officers, except pursuant to the terms of agreements or plans currently in effect, in amounts material to OPTA and the OPTA Subsidiaries, taken as a whole, (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any existing plan, agreement or arrangement to any directors or officers in amounts material to OPTA and the OPTA Subsidiaries, taken as a whole, (iii) commit itself (other than pursuant to any collective bargaining agreement) to any additional pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment or consulting agreement with or for the benefit of any director or officer, whether past or present in amounts material to OPTA and the OPTA Subsidiaries, taken as a whole, or (iv) except as required by applicable law or as reported in Section 5.1(f) of the OPTA Disclosure Schedule, amend in any material respect any such material plan, agreement or arrangement; or

(g)  except in the ordinary course of business (i) incur any material amount of long-term indebtedness for borrowed money or issue any material amount of debt securities or assume, guarantee or endorse the obligations of any other person except for obligations of wholly-owned OPTA Subsidiaries, (ii) make any material loans, advances or capital contributions to, or investments in, any other person (other than to wholly-owned OPTA Subsidiaries or customary loans or advances to employees in amounts not material to the maker of such loan or advance), (iii) pledge or otherwise encumber shares of capital stock of OPTA or a material portion of the capital stock of any OPTA Subsidiaries, or (iv) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material lien thereupon.

5.2.    Acquisition Proposals; No Solicitation.    From the date hereof until the earlier of the termination of this Agreement or the Effective Time, OPTA shall not, and will direct each officer, director, representative and agent of OPTA and each OPTA Subsidiary not to, (a) directly or indirectly, encourage, solicit, or initiate any inquiries regarding or the submission from any corporation, partnership, person or other entity or group (other than ACQUIROR or an affiliate or an associate of ACQUIROR) concerning any offers or proposals for any merger, sale of all or substantially all of the assets of, or a tender offer for all or substantially all of the OPTA Shares, or similar transactions involving OPTA or any OPTA Subsidiary (an “Acquisition Proposal”); (b) except as permitted below, participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes any Acquisition Proposal; or (c) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal. Notwithstanding the foregoing, OPTA may, (i) refer any party to this Section 5.2, (ii) directly or indirectly, furnish information and access, in

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response to unsolicited requests therefor to any corporation, partnership, person or other entity or group, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiations concerning any Acquisition Proposal if the board of directors determines in its good faith judgment, after consultation with its financial advisors and legal counsel, that the Acquisition Proposal is, or reasonably could result in, a Superior Proposal (as defined below), and (iii) to the extent applicable, comply with Rule 14e-2 or 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. OPTA shall promptly notify ACQUIROR if it shall, on or after the date hereof, have entered into a confidentiality agreement with any third party in response to any unsolicited request for information and access in connection with a possible Acquisition Proposal involving such party. “Superior Proposal” means any Acquisition Proposal having terms that the board of directors determines in its good faith judgment, after having consulted with its financial advisor and legal counsel, to be more favorable to OPTA’s stockholders than the Offer and the Merger.

5.3.    Meetings of Stockholders; Proxy Statement.

(a) If required by applicable law in order to consummate the Merger, except as set forth below, OPTA shall take all necessary action to duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon as practicable for the purpose of considering and taking action on this Agreement and the transactions contemplated hereby (the “Stockholders’ Meeting”). At the Stockholders’ Meeting, ACQUIROR and Acquisition Subsidiary shall cause all OPTA Shares then owned by them and their subsidiaries to be voted in favor of the approval and adoption of this Agreement and the transactions contemplated hereby. Notwithstanding the above, in the event that prior to the giving of notice of the Stockholders’ Meeting the board of directors of OPTA receives a Superior Proposal, the board of directors may determine not to call the Stockholders’ Meeting.

(b) In the event a Stockholders’ Meeting is called, OPTA will prepare and file with the SEC a Proxy Statement for the solicitation of a vote of holders of OPTA Shares approving the Merger, which Proxy Statement shall include the recommendation of the board of directors of OPTA that stockholders of OPTA vote in favor of the approval and adoption of this Agreement. Notwithstanding the above, the board of directors may withdraw, modify or amend its approval and recommendation of the Offer, the Merger and this Agreement and the transactions contemplated hereby prior to the Stockholders’ Meeting and may determine not to include its recommendation of the Merger and this Agreement and the transactions contemplated hereby in the Proxy Statement, if the board of directors determines, after having received the advice of its legal counsel, that its fiduciary duties require it to do so or if the board of directors shall have received a Superior Proposal.

(c) Subject to Section 5.3(a) and Section 5.3(b), if required by applicable law, as soon as practicable following consummation of the Offer, OPTA shall file the Proxy Statement with the SEC under the Exchange Act, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. ACQUIROR, Acquisition Subsidiary and OPTA shall cooperate with each other in the preparation of the Proxy Statement, and OPTA shall notify ACQUIROR

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of the receipt of any comments from the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to ACQUIROR promptly copies of all correspondence between OPTA or any representative of OPTA and the SEC. OPTA shall give ACQUIROR and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give ACQUIROR and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of OPTA, ACQUIROR and Acquisition Subsidiary agrees to use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of OPTA Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable time.

5.4.    Access to Information; Confidentiality.

(a)  Subject to applicable law and the agreements set forth in Section 5.4(b), between the date of this Agreement and the Effective Time, OPTA will (i) give ACQUIROR and its authorized representatives reasonable access, during regular business hours upon reasonable written notice, to all of its material facilities, books and records and officers, (ii) permit ACQUIROR to make such reasonable inspections of such material facilities, books and records, and (iii) cause its officers and those of the OPTA Subsidiaries to furnish ACQUIROR with access to such material financial and operating data and other information with respect to the business and assets of OPTA and the OPTA Subsidiaries as ACQUIROR may from time to time reasonably request.

(b)  Any and all information obtained by ACQUIROR or Acquisition Subsidiary shall be subject to the provisions of the confidentiality agreement between a wholly-owned subsidiary of ACQUIROR and AH&H (on behalf of and as agent for OPTA) dated May 8, 2002 (the “Confidentiality Agreement”), which agreement remains in full force and effect and is hereby ratified and affirmed by the parties hereto.

5.5.    Foreign Competition Laws.    ACQUIROR and OPTA shall promptly make all filings required by each of them under any applicable foreign competition laws with respect to the Offer, the Merger and the transactions contemplated hereby, and shall cooperate with each other in connection with the making of all such filings. ACQUIROR shall use its best efforts to obtain all permits, authorizations, consents, expiration or termination of waiting periods, and approvals from third parties and any Governmental Entity necessary to consummate the Offer, the Merger and the transactions contemplated hereby.

5.6.    Accounting Methods.    OPTA shall not change its methods of accounting in effect at its most recent fiscal year end, except as required by changes in generally accepted accounting principles as concurred by its independent accountants.

5.7.    Standstill.    In the event of the termination of this Agreement by any party, neither ACQUIROR nor its subsidiaries, employees, officers or affiliates shall, for a period of one year from the date of this Agreement, directly or indirectly (unless and until ACQUIROR shall have

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received the prior written invitation or approval of a majority of the board of directors of OPTA) (i) solicit, seek or offer to effect, or effect, (ii) negotiate with or provide any information to the board of directors of OPTA, any director or officer of OPTA, any stockholder of OPTA, any employee or union or other labor organization representing employees of OPTA or any other person with respect to, (iii) make any statement or proposal, whether written or oral, either alone or in concert with others, to the board of directors of OPTA, any director or officer of OPTA or any stockholder of OPTA, any union or other labor organization representing employees of OPTA or any other person with respect to, or (iv) make any public announcement (except as required by law) or proposal or offer whatsoever (including, but not limited to, any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to:

(a)  any form of business combination or transaction involving OPTA or any affiliate thereof, including, without limitation, a merger, tender or exchange offer or liquidation of OPTA’s assets;

(b)  any form of restructuring, recapitalization or similar transaction with respect to OPTA or any affiliate thereof;

(c)  any purchase of any securities or assets, or rights or options to acquire any securities or assets (through purchase, exchange, conversion or otherwise), of OPTA or any affiliate thereof;

(d)  any proposal to seek representation on the board of directors of OPTA or otherwise to seek to control or influence the management, board of directors or policies of OPTA or any affiliate thereof;

(e)  any request or proposal to waive, terminate or amend the provisions of this Section 5.7; or

(f)  any proposal or other statement inconsistent with the terms of this Section 5.7 or instigate, encourage, join, act in concert with or assist (including, but not limited to, providing or assisting in any way in the obtaining of financing for or acting as a joint bidder or co-bidder for OPTA) any third party to do any of the foregoing.

5.8.    Public Disclosures.    ACQUIROR and OPTA will consult with each other before issuing any press release or otherwise making any public statement with respect to the Offer, the Merger and other transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation except as may be required by applicable law or requirements of any exchange upon which the OPTA Shares are traded. The parties shall issue a joint press release, mutually acceptable to ACQUIROR and OPTA, promptly upon execution and delivery of this Agreement.

5.9.    Indemnification and Insurance.

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(a)  (i)    From and after the Effective Time, ACQUIROR shall indemnify, defend and hold harmless each director, officer, present and former employee (including any employee who serves or served in a fiduciary capacity of any Plans) and agents of OPTA and OPTA Subsidiaries (the “Indemnified Parties”) against all losses, expenses, claims, damages, liabilities or amounts that are paid in settlement of, with the approval of the ACQUIROR (which approval shall not unreasonably be withheld), or otherwise in connection with any claim, action, suit, proceeding or investigation, including liabilities in connection with any claim, action, suit, proceeding or investigation with respect to which ACQUIROR has withheld settlement approval (a “Claim”), based in whole or in part on the fact that such person is or was a director or officer of OPTA and arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted by applicable law and shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party upon receipt from the Indemnified Party to whom expenses are advanced of an undertaking to repay such advances if it shall ultimately be determined in a final adjudication from which there is no right to appeal that the Indemnified Party is not entitled to indemnification under this Section 5.9(a).

(ii)  Without limiting the foregoing, in the event any Claim (whether arising before or after the Effective Time) is brought against any Indemnified Party after the Effective Time (i) the Indemnified Parties may retain OPTA’s regularly engaged independent legal counsel, or other independent legal counsel satisfactory to them, provided that such other counsel shall be reasonably acceptable to ACQUIROR, (ii) ACQUIROR shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received and (iii) ACQUIROR will use its reasonable best efforts to assist in the vigorous defense of any such matter. Any Indemnified Party wishing to claim indemnification under this Section 5.9(a) upon learning of any such Claim, shall notify ACQUIROR (although the failure so to notify ACQUIROR shall not relieve ACQUIROR from any liability which ACQUIROR may have under this Section 5.9(a) except to the extent such failure materially prejudices ACQUIROR), and shall deliver to ACQUIROR the undertaking contemplated by subsection (a)(i) hereof. The Indemnified Parties as a group may retain one law firm (in addition to local counsel) to represent them with respect to each such matter unless there is, under applicable standards of professional conduct (as determined by counsel to the Indemnified Parties), a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which event, such additional counsel as may be required may be retained by the Indemnified Parties.

(b)  Subject to the occurrence of the Effective Date, until the six year anniversary date of the Effective Time, the ACQUIROR and the Surviving Corporation agree that all rights to indemnification or exculpation now existing in favor of the Indemnified Parties as provided in the respective charters or by-laws or otherwise in effect as of the date hereof shall survive the Merger and shall continue in full force and effect, and ACQUIROR shall cause the Surviving Corporation to keep in effect all such indemnification and exculpation provisions to the fullest extent permitted under applicable law, which provisions shall not be amended, repealed or otherwise modified for such six-year period after the Effective Time, except as required by applicable law or except to make changes permitted by applicable law that would enlarge the exculpation or rights of indemnification thereunder. To the maximum extent permitted by the

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DGCL, such indemnification shall be mandatory rather than permissive and the Surviving Corporation shall advance expenses as incurred to the fullest extent permitted under applicable law in connection with such indemnification.

(c)  For a period of six years after the Effective Time, the ACQUIROR shall cause the Surviving Corporation and the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by OPTA (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time.

(d)  ACQUIROR agrees to be jointly and severally liable with the Surviving Corporation for its indemnification obligations to the Indemnified Parties.

(e)  This Section 5.9 is intended to be for the benefit of, and shall be enforceable by, the Indemnified Parties, their heirs and personal representatives and shall be binding on ACQUIROR and Acquisition Subsidiary and the Surviving Corporation and their respective successors and assigns.

(f)  In the event ACQUIROR or the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of ACQUIROR or the Surviving Corporation, as the case may be, or at ACQUIROR’s option, ACQUIROR, shall assume the obligations set forth in this Section 5.9.

(g)  ACQUIROR shall pay all reasonable expenses incurred by any Indemnified Parties in connection with the enforcement of the provisions of this Section 5.9.

5.10.  Reasonable Best Efforts.    Subject to the fiduciary duties of the board of directors of OPTA as determined by the board of directors of OPTA after consultation with its legal counsel, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all necessary or appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations or otherwise to consummate and make effective the Offer, the Merger and all other transactions contemplated by this Agreement including, without limitation, the execution of any additional instruments necessary to consummate the transactions contemplated hereby and seeking to lift, rescind or reverse any legal restraint imposed on the consummation of the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

5.11.  Notice of Subsequent Events.    OPTA shall give prompt notice to ACQUIROR or Acquisition Subsidiary, and ACQUIROR or Acquisition Subsidiary shall give prompt notice to OPTA, as the case may be, of (i) the occurrence, or non-occurrence, of any event the respective

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occurrence, or non-occurrence, of which would be likely to cause any condition contained in this Agreement to be unsatisfied and (ii) any failure of OPTA, ACQUIROR or Acquisition Subsidiary, as the case may be, to comply with or satisfy any covenant or agreement to be complied with under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.11 shall not relieve any party giving such notice of its obligation hereunder.

5.12.  Employment; Employee Welfare.

(a)  ACQUIROR agrees to offer employment to all those persons employed by OPTA or OPTA Subsidiaries (including both full-time and part-time employees and employees on leave) at the time of the Closing, at levels of salary and benefits which are substantially comparable to the salary and benefits paid or provided to such persons by OPTA or OPTA Subsidiaries immediately prior to the Closing; provided that it is understood by OPTA that ACQUIROR does not currently have, or intend to adopt, an employee stock purchase plan.

(b)  ACQUIROR will cause the Surviving Corporation to maintain following the Closing Date employee compensation and benefit plans (including bonus plans), programs, policies and fringe benefits (including any post-employment benefits) that are substantially equivalent to those provided to such employees of OPTA and OPTA Subsidiaries, as applicable, under the Plans as in effect immediately prior to the Closing (the “Existing Plans”), subject to the right to amend or terminate such Existing Plans in accordance with their terms, provided that after any such amendment or termination such programs, policies and fringe benefits continue to be, in the aggregate, substantially equivalent to the Existing Plans.

(c)  ACQUIROR will cause the Surviving Corporation to provide to all employees of OPTA and OPTA Subsidiaries severance pay and benefits which are equivalent to the applicable severance plans, programs, agreements and policies of OPTA and the OPTA Subsidiaries, as applicable, as in effect immediately prior to the Closing (the “Existing Severance Benefits”), subject to the right to amend or terminate such Existing Severance Benefits in accordance with their terms, provided that after any such amendment or termination such severance pay and benefits continue to be substantially equivalent to the Existing Severance Benefits. Further, ACQUIROR shall credit the prior service of all employees of OPTA and OPTA Subsidiaries to OPTA and the OPTA Subsidiaries, as applicable, for purposes of determining the eligibility, vesting or qualification of such employees of OPTA and OPTA Subsidiaries under Existing Plans, Existing Severance Benefits and any successor plans and benefit programs.

(d)  From and after the Effective Time, ACQUIROR and the Surviving Corporation shall assume and honor in accordance with their terms all existing employment, severance, bonus and similar agreements and arrangements set forth in Section 5.12(d) of the OPTA Disclosure Schedule. In addition, Acquiror and the Surviving Corporation shall provide severance benefits to employees of OPTA (other than those employees provided greater benefits pursuant to the Change in Control Agreements identified in Section 5.12(d) of the Disclosure Schedule) in a manner and in amounts consistent with OPTA’s past practice.

(e)  ACQUIROR shall reimburse (or cause the Surviving Corporation to reimburse) any director, officer or employee (or former director, officer or director) of OPTA or any OPTA

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Subsidiaries for all costs and expenses, including attorneys’ fees, incurred by such person in successfully enforcing the provisions of this Section 5.12.

5.13.    Guarantee of Acquisition Subsidiary’s Obligations.    ACQUIROR hereby unconditionally and irrevocably guarantees to OPTA the due and timely performance and observance by Acquisition Subsidiary of all of its representations, warranties, covenants, agreements and obligations under this Agreement.

ARTICLE VI

CONDITIONS TO MERGER

6.1.    Mutual Conditions.    The respective obligations of each party to effect the Merger shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions (any of which may be waived in writing by ACQUIROR, Acquisition Subsidiary and OPTA):

(a)  there shall not be any statute, rule or regulation, or any decree, order or injunction, promulgated, enacted, entered or enforced by any Governmental Entity which would prohibit or restrict consummation of the Merger; provided, however, that in order to invoke this condition, ACQUIROR and Acquisition Subsidiary shall have used their best efforts to lift, rescind, cause to expire, terminate or ameliorate the effects of any such statute, rule, regulation, decree, order or injunction;

(b)  if required by applicable law, this Agreement and the Merger shall have been approved and adopted by the requisite vote of the holders of OPTA Shares; and

(c)  Acquisition Subsidiary or its permitted assignee shall have purchased all OPTA Shares validly tendered and not withdrawn pursuant to the Offer and shall have paid for the aggregate amount of Net Gains pursuant to Section 2.5(e); provided, however, that this condition shall not be applicable to the obligations of ACQUIROR or Acquisition Subsidiary if, in breach of this Agreement or the terms of the Offer,

Acquisition Subsidiary fails to purchase any OPTA Shares validly tendered and not withdrawn pursuant to the Offer.

ARTICLE VII

TERMINATION

7.1.    Termination.    This Agreement may be terminated and the Merger may be abandoned at any time notwithstanding approval thereof by the holders of OPTA Shares (except as otherwise set forth in this Section 7.1), but prior to the Effective Time:

(a)  by mutual written consent of the parties duly authorized by the Boards of Directors of OPTA and ACQUIROR;

(b)  by either ACQUIROR or OPTA if (i) any Governmental Entity or court shall have issued a final and non-appealable order, decree, ruling or injunction, or taken any other

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action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, OPTA Shares pursuant to the Offer or the Merger (which the party seeking to terminate this Agreement shall have used its best efforts to have lifted, rescinded, mitigated or reversed) or (ii) any action is taken or any statute, rule, regulation or order is enacted, entered, enforced or deemed applicable to the Offer or the Merger which makes the consummation of the Offer or the Merger illegal;

(c)  by either ACQUIROR or OPTA if the Effective Time shall not have occurred on or before January 15, 2003; provided that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any party whose failure to fulfill any covenant, agreement or obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date; and provided, further, that if the Offer or the Merger shall not have been consummated solely due to the waiting period (or any extension thereof) or approvals under any applicable foreign competition laws not having expired or been terminated or received, then such date shall be extended to January 31, 2003;

(d)  by ACQUIROR if, due to an occurrence or circumstance that would result in a failure to satisfy any condition set forth in Annex A hereto (it being understood that if such occurrence or circumstance is curable by OPTA through the exercise of its reasonable best efforts prior to the next scheduled expiration date of the Offer, and for so long as OPTA continues to exercise such reasonable best efforts prior to such expiration date, then Acquisition Subsidiary may not terminate the Offer prior to such expiration date), Acquisition Subsidiary shall have (i) failed to commence the Offer as set forth in Section 1.1 of this Agreement, (ii) terminated the Offer without having accepted any OPTA Shares for payment thereunder, or (iii) failed to pay for the OPTA Shares validly tendered pursuant to the Offer in accordance with the terms thereof, unless such termination or failure to pay for OPTA Shares shall have been caused by or resulted from the failure of ACQUIROR or Acquisition Subsidiary to perform in any material respect any covenant or agreement of either of them contained in this Agreement or the material breach by ACQUIROR or Acquisition Subsidiary of any representation or warranty of either of them contained in this Agreement;

(e)  by ACQUIROR if, prior to the purchase of any OPTA Shares validly tendered pursuant to the Offer, the board of directors of OPTA shall have withdrawn, modified or amended in a manner that is materially adverse to ACQUIROR or Acquisition Subsidiary its approval or recommendation of this Agreement, the Offer or the Merger or shall have recommended another merger, consolidation or business combination involving, or acquisition of, OPTA or its assets or another tender offer for OPTA Shares;

(f)  by OPTA if, prior to the purchase of OPTA Shares pursuant to the Offer, the board of directors of OPTA determines that an Acquisition Proposal is or reasonably could result in a Superior Proposal;

(g)  by OPTA if, due to an occurrence or circumstance that would result in a failure to satisfy any condition set forth in Annex A hereto, Acquisition Subsidiary shall have (i) failed to commence the Offer as set forth in Section 1.1 of this Agreement, (ii) terminated the Offer

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without having accepted any OPTA Shares for payment thereunder, or (iii) failed to pay for the OPTA Shares validly tendered pursuant to the Offer in accordance with the terms thereof, or for the Net Gains pursuant to Section 2.5(e), unless such termination or failure to pay shall have been caused by or resulted from the failure of OPTA to perform in any material respect any covenant or agreement of it contained in this Agreement or the failure of the condition set forth in paragraph (d) of Annex A hereto; or

(h)  by OPTA if any representation or warranty of ACQUIROR or Acquisition Subsidiary in this Agreement shall not be true and correct on the date of this Agreement, or ACQUIROR or Acquisition Subsidiary shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of ACQUIROR or Acquisition Subsidiary to be performed or complied with by it under this Agreement; provided that such breach or failure to perform (if curable) has not been cured within thirty (30) calendar days after notice to ACQUIROR.

7.2.    Effect of Termination.

(a)  In the event of termination of this Agreement pursuant to this Article VII, this Agreement, except for the provisions of Section 5.4, Section 5.7, this Section 7.2 and Article VIII, shall forthwith become void and have no effect, without any liability on the part of any party or its affiliates, directors, officers or stockholders. Nothing in this Section 7.2 or in Section 8.4 shall relieve any party to this Agreement of liability for breach of this Agreement on or prior to the date of termination.

(b)  If (x) ACQUIROR or Acquisition Subsidiary terminates this Agreement pursuant to Section 7.1(d) (but solely on the basis of a failure to satisfy a condition set forth in paragraphs (b), (d) or (e) of Annex A) or 7.1(e), or (y) OPTA terminates this Agreement pursuant to Section 7.1(f), then in each case, OPTA shall pay, or cause to be paid to ACQUIROR at the time of termination by wire transfer of immediately available funds to an account specified by ACQUIROR an amount equal to $1.0 million (the “Termination Fee”) plus an amount of up to $250,000 (the “Expense Fee”) for out-of-pocket fees and expenses incurred or paid by or on behalf of ACQUIROR or Acquisition Subsidiary in connection with the transactions contemplated by this Agreement, including, but not limited to, fees and expenses of counsel, investment bankers, commercial banks, accountants, experts and consultants to ACQUIROR and Acquisition Subsidiary upon receipt by OPTA of an invoice for such expenses up to $250,000. Payment of the Termination Fee and Expense Fee pursuant to this Section 7.2(b) shall be made by wire transfer of immediately available funds no later than five (5) business days after delivery to OPTA of written notice of demand for payment and delivery of such invoice.

(c)  Payment of the Termination Fee and Expense Fee, if any, as the case may be, shall be ACQUIROR’s and Acquisition Subsidiary’s exclusive remedy for any termination of this Agreement and neither ACQUIROR nor Acquisition Subsidiary shall have any further recourse against OPTA for, or as a result of, such termination.

7.3.    Procedure for Termination.    In the event of termination and abandonment of the Offer and the Merger by the ACQUIROR or OPTA pursuant to this Article VII, written notice

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thereof shall forthwith be given to the other.

ARTICLE VIII

MISCELLANEOUS

8.1.    Expenses.    Subject to Section 7.2, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense, except that expenses incurred in connection with printing and mailing the Proxy Statement shall be shared equally by OPTA and ACQUIROR. ACQUIROR acknowledges and agrees that OPTA is obligated and will become further obligated for fees and expenses (including fees and expenses of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., its counsel, PricewaterhouseCoopers LLP, its independent accountants, and AH&H, its financial advisor) incurred by it in connection with the Merger and the transactions contemplated hereby. It is understood and agreed that certain of such fees and expenses may be paid by OPTA prior to the execution of this Agreement, and ACQUIROR agrees to refrain from taking any action which would prevent or delay the payment of reasonable fees and expenses by OPTA. Further, ACQUIROR agrees to take, and cause Acquisition Subsidiary to take, all actions necessary to cause the Surviving Corporation to pay promptly any of the foregoing reasonable fees and expenses incurred, but not paid, by OPTA prior to the Effective Time.

8.2.    Amendment.    This Agreement may be amended by the parties at any time before or after any required approval of matters presented in connection with the Merger by the holders of OPTA Shares; provided, however, that after any such approval, if required, there shall be made no amendment that pursuant to Section 251(d) of the DGCL requires further approval by such stockholders without the further approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

8.3.    Extension; Waiver.    At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

8.4.    Nonsurvival of Representations and Warranties.    None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time or the termination of this Agreement.

8.5.    Notices.    Any communications required or desired to be given hereunder shall be deemed to have been properly given if sent by hand delivery or by facsimile and overnight courier to the parties hereto at the following addresses, or at such other address as either party may advise the other in writing from time to time:

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If to ACQUIROR:

Stake Technology Ltd.

2838 Highway 7

Norval, Ontario L0P 1K0, Canada

Attn:  Chairman

Facsimile:  (905) 455-2529

with copies to:

Robert T. Lincoln, Esq.

Dunnington, Bartholow & Miller LLP

666 Third Avenue

New York, New York 10017-5683

Facsimile:  (212) 661-7769

If to OPTA:

Opta Food Ingredients, Inc.

25 Wiggins Avenue

Bedford, Massachusetts 01730

Facsimile:  (781) 276-5101

with a copy to:

Lewis J. Geffen, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02110

Facsimile:  (617) 542-2241

All such communications shall be deemed to have been delivered on the date of hand delivery or on the next business day following the deposit of such communications with the overnight courier.

8.6.    Governing Law/Consent to Jurisdiction.    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAWS RULES OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS, FOR ITSELF AND ITS LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE FOR ALL PURPOSES IN CONNECTION WITH ANY ACTION OR PROCEEDING WHICH ARISES FROM OR RELATES TO THIS AGREEMENT, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO PERSONAL

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SERVICE OF SUMMONS, COMPLAINT, OR OTHER PROCESS IN CONNECTION THEREWITH, AND AGREES THAT SERVICE MAY BE MADE ON SUCH PARTY AND SENT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8.5 HEREOF.

8.7.    Waiver of Jury Trial.    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR DISPUTE THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS SECTION 8.7.

8.8.    Certain Definitions.    As used in this Agreement:

(a)  “Governmental Entity” shall mean any United States federal, state or local or any non-United States governmental, administrative or regulatory authority, commission, body, agency or other authority.

(b)  “Including.” The word “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific terms or matters as provided immediately following the word “including” or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference to the word “including” or the similar items or matters, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of the general statement, term or matter.

(c)  “Knowledge.” “To the knowledge,” “to the best knowledge, information and belief,” or any similar phrase shall be deemed to refer to the actual knowledge of the Chief Executive Officer and the Chief Financial Officer of OPTA and the OPTA Subsidiaries who in the ordinary course of their duties and after reasonable inquiry would have knowledge of the accuracy of such representation and that nothing has come to the attention of such officers which would give such officers reason to believe that the fact referred to is not accurate.

8.9.    Captions.    The captions or headings in this Agreement are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Agreement.

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8.10.    Integration of Schedules.    The Disclosure Schedule attached to this Agreement is an integral part of this Agreement as if fully set forth herein, and all statements or other information appearing in any section of the Disclosure Schedule shall be deemed disclosed for all sections of the Disclosure Schedule and not only in connection with the specific representation in which they are explicitly referenced.

8.11.    Entire Agreement; Assignment.    This Agreement, together with the Exhibits and Schedules hereto, (i) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, other than the Confidentiality Agreement (except with respect to the “standstill” provisions therein, which shall be superceded by Section 5.7 hereof), among the parties or any of them with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise.

8.12.    Enforcement of the Agreement.    The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties and other persons entitled to enforce this Agreement pursuant to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any federal or state court located in Delaware (as to which the parties hereby irrevocably agree to submit to jurisdiction for the purposes of such action), this being in addition to any other remedy to which they are entitled at law or in equity.

8.13.    Validity.    If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid or unenforceable, the remainder of this Agreement, and the application of such provision to other persons or circumstances, shall not be affected thereby, and to such end, the provisions of this Agreement are agreed to be severable.

8.14.    Counterparts.    This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall, together, constitute and be one and the same instrument.

8.15.    No Rule of Construction.    The parties acknowledge that this Agreement was initially prepared by OPTA, and that all parties have read and negotiated the language used in this Agreement. The parties agree that, because all parties participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against any party by reason of that party’s role in drafting this Agreement.

8.16.    Performance By Acquisition Subsidiary.    ACQUIROR hereby agrees to cause Acquisition Subsidiary to comply with and perform its obligations hereunder and to cause Acquisition Subsidiary to consummate the Offer, the Merger and all other transactions as contemplated herein.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, ACQUIROR, the Acquisition Subsidiary and OPTA have caused this Agreement and Plan of Merger to be executed by their respective duly authorized officers, and have caused their respective corporate seals to be hereunto affixed, all as of the day and year first above written.

OPTA FOOD INGREDIENTS, INC.
By:	/S/    ARTHUR J. MCEVILY, PH.D
STAKE TECHNOLOGY LTD.
By:	/S/    JEREMY N. KENDALL
STAKE ACQUISITION CORP.
By:	/S/    STEVEN R. BROMLEY

ANNEX A

Conditions to the Offer

CAPITALIZED TERMS USED HEREIN HAVE THE MEANINGS SET FORTH IN THE AGREEMENT AND PLAN OF MERGER TO WHICH THIS ANNEX A IS ATTACHED.

Notwithstanding any other provision of the Offer, Acquisition Subsidiary shall not be required to accept for payment or, subject to the applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any OPTA Shares tendered pursuant to the Offer, and may terminate or amend the Offer in a manner consistent with the terms of the Agreement and may postpone the acceptance for payment of or the payment for any OPTA Shares tendered in a manner consistent with the terms of the Agreement (and, if required pursuant to Section 1.1(d) of the Agreement, shall extend the Offer for one or more periods of at least ten (10) business days and may otherwise, subject to the terms of the Agreement, amend, extend, or terminate the Offer), if (i) immediately prior to the expiration of the Offer (as extended in accordance with the Offer), the Foreign Antitrust Condition shall not have been satisfied, (ii) immediately prior to the expiration of the Offer (as extended in accordance with the Offer), the Minimum Condition shall not have been satisfied, or (iii) at any time prior to the acceptance for payment of OPTA Shares, any of the following conditions exist:

(a)  there shall be any statute, rule or regulation, or any decree, order or injunction, issued, promulgated, enacted, entered or enforced by any Governmental Entity which in any such case (i) restrains or prohibits the making or consummation of the Offer or the consummation of the Merger or the performance of the other transactions contemplated by this Agreement, (ii) prohibits or restricts the ownership or operation by ACQUIROR (or any of its affiliates or subsidiaries) of any portion of its or OPTA’s business or assets which is material to the business of all such entities taken as a whole, or compels ACQUIROR (or any of its affiliates or subsidiaries) to dispose of or hold separate any portion of its or OPTA’S business or assets which is material to the business of all such entities taken as a whole, (iii) imposes limitations on the ability of ACQUIROR effectively to acquire or to hold or to exercise full rights of ownership of the OPTA Shares, including, without limitation, the right to vote the OPTA Shares purchased by ACQUIROR on all matters properly presented to the stockholders of OPTA which are material to the business of OPTA and the OPTA Subsidiaries taken as a whole, or (iv) imposes any limitations on the ability of ACQUIROR or any of its respective affiliates or subsidiaries effectively to control in any material respect the business and operations of OPTA and the OPTA Subsidiaries, the effect of which, in the case of clauses (iii) and (iv) above, is material to the business of all such entities taken as a whole; provided, however, that in order to invoke this condition, ACQUIROR and Acquisition Subsidiary shall have used their best efforts to prevent such Governmental Restriction or to lift, rescind, mitigate, reverse, cause to expire, terminate or ameliorate the effects thereof; and provided further, that if the Governmental Restriction is not a final and non-appealable order, decree, ruling or injunction, neither ACQUIROR nor Acquisition Subsidiary may, while exercising such best efforts, by virtue of this condition alone amend or terminate the Offer, but may only extend (or agree to the extension of) the Offer in accordance

A-1

with Section 1.1(d) and thereby postpone acceptance for payment or purchase of OPTA Shares while exercising such best efforts;

(b)  the board of directors (i) shall have withdrawn, or modified or changed in a manner materially adverse to ACQUIROR or Acquisition Subsidiary (whether or not included in an amendment of the Schedule 14D-9) its approval or recommendation of this Agreement or the Stockholders’ Agreement or the transactions contemplated hereby or thereby, including the Offer or the Merger, (ii) shall have recommended an Acquisition Proposal other than a Superior Proposal or (iii) shall have adopted any resolution to effect any of the foregoing; provided, that the foregoing shall not apply solely as a result of OPTA or the board of directors making such disclosure to OPTA’s stockholders as, in the good faith judgment of the board of directors, after receiving advice from outside counsel, is required under applicable law;

(c)  there shall have occurred any event that, individually or when considered together with any other matter, has or has had a Material Adverse Effect upon OPTA or a OPTA subsidiary;

(d)  OPTA shall have breached or failed to perform in any material respect any of its material covenants or agreements under the Agreement;

(e)  any of the representations and warranties of OPTA set forth in the Agreement which are qualified as to Material Adverse Effect shall not be true and correct when made and as of the expiration of the Offer, or any of the other representations and warranties of OPTA set forth in the Agreement shall not be true and correct when made and as of the expiration of the Offer, which failure would have a Material Adverse Effect (except in each case in the case of representations and warranties of OPTA which address matters only as of a particular date, which need only be true and correct as aforesaid as of such date);

(f)  this Agreement shall have been terminated in accordance with its terms;

(g)  ACQUIROR, Acquisition Subsidiary and OPTA shall have agreed in writing that Acquisition Subsidiary shall terminate the Offer or postpone the acceptance for payment of or the payment for OPTA Shares thereunder; or

(h)  there shall have occurred (i) any general suspension of, or limitation on prices for trading in securities on the New York Stock Exchange, American Stock Exchange, any national securities exchange or on the Nasdaq National Market System for a period in excess of 24 hours (excluding any suspension or limit resulting solely from physical damage or interference with such exchanges not related to market conditions), (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, or (iii) a change in the general financial, bank or capital markets which materially and adversely affects the ability of financial institutions in the United States to extend credit or syndicate loans.

(i)  the provisions of Section A of Article EIGHTH of OPTA’s restated certificate of incorporation shall be applicable to the Business Combination (as defined in OPTA’s restated certificate of incorporation) contemplated by the Agreement.

A-2

The foregoing conditions are for the sole benefit of ACQUIROR and Acquisition Subsidiary and may be asserted by ACQUIROR or Acquisition Subsidiary regardless of the circumstances giving rise to any such condition or may be waived by ACQUIROR or Acquisition Subsidiary in whole or in part at any time and from time to time in their sole discretion. The failure by ACQUIROR or Acquisition Subsidiary at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

A-3

ANNEX B

Index of Defined Terms

Agreement	Caption
Acquisition Proposal	5.2
Acquisition Subsidiary	Caption
ACQUIROR	Caption
AH&H	Preamble
Blue Sky laws	3.5(b)
Certificate	2.6(c)
Claim	5.9(a)(i)
Cleanup	3.19(d)
Closing	2.2
Closing Date	2.2
Code	2.5(e)
Confidentiality Agreement	5.4(b)
DGCL	Preamble
Dissenting Shares	2.5(d)
Effective Time	2.3
Environmental Laws	3.19(d)
ERISA	3.14(a)
Exchange Act	Preamble
Exchange Agent	2.6(a)
Exchange Agent Agreement	2.6(a)
Existing Plans	5.12(b)
Existing Severance Benefits	5.12(c)
Expense Fee	7.2(b)
Governmental Entity	8.8(a)
Foreign Antitrust Condition	1.1(d)
Including	8.8(b)
Indemnified Parties	5.9(a)
Independent Directors	1.4
Intellectual Property Rights	3.16(a)
Knowledge	8.8(c)
Leases	3.18
Lenders	4.8
Material Adverse Effect	3.1(b)(ii)
Material IP Agreements	3.16(a)
Merger	Preamble
Merger Consideration	2.5(c)
Minimum Condition	1.1(b)
Net Gains	2.5(e)

B-1

Offer	Preamble
Offer Documents	1.1(c)
Offer to Purchase	1.1(c)
OPTA	Caption
OPTA Balance Sheet	3.6(b)
OPTA Common Stock	Preamble
OPTA Disclosure Schedule	Article III
OPTA Intellectual Property Rights	3.16(a)
OPTA Option	2.5(e)
OPTA Permits	3.15
OPTA Public Reports	3.6(a)
OPTA Purchase Plan	1.3
OPTA Shares	Preamble
OPTA Subsidiary	3.3
OPTA Subsidiaries	3.3
Payment Fund	2.6(b)
Per Share Amount	Preamble
Plan	3.14(a)
Plans	3.14(a)
Properties	3.19(b)
Proxy Statement	3.21
Regulated Materials	3.19(d)
Schedule TO	1.1(c)
Schedule 14D-9	1.2(b)
SEC	1.1(c)
Securities Act	3.6(a)
Stockholders’ Meeting	5.3(a)
Stock Option Plans	2.5(e)
Stockholders’ Agreement	Preamble
SunRich	4.8
Surviving Corporation	Preamble
Superior Proposal	5.2
Taxes	3.12
Tender Facility	4.8
Termination Fee	7.2(b)
To the knowledge	8.8(c)
To the best knowledge, information and belief	8.8(c)

B-2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

OPTA FOOD INGREDIENTS, INC.

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

Opta Food Ingredients, Inc., a Delaware corporation, hereby certifies as follows:

1.    The name of the corporation is Opta Food Ingredients, Inc. (the “Corporation”). The date of filing of the Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was April 23, 1991.

2.    This Restated Certificate of Incorporation amends, restates and integrates the provisions of the Restated Certificate of Incorporation of said Corporation and has been duly adopted pursuant to a resolution adopted by the Board of Directors, and by the holders of a majority of the outstanding shares of Common Stock of the Corporation, in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

3.    The text of the Restated Certificate of Incorporation is hereby amended and restated to read in full as follows:

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

OPTA FOOD INGREDIENTS, INC.

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

FIRST:    The name of the corporation is Opta Food Ingredients, Inc. (hereinafter, referred to as the “Corporation”).

SECOND:    The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, County of New Castle, Wilmington, Delaware. The name of its registered agent at such address is Corporation Service Company.

THIRD:    The nature of the business to be conducted or promoted and the purposes of the Corporation are to engage in any lawful act or activity or carry on any business for which corporations may be organized under the Delaware General Corporation Law or any successor statute.

FOURTH:    The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, which shall have the par value of one dollar ($1.00) per share.

FIFTH:    Except as provided by law, or in any duly adopted By-Law of the Corporation, all of the affairs of the Corporation shall be managed and all of the powers of the Corporation shall be exercised by or under the direction of the board of directors. In addition to the powers and authority expressly conferred upon them by statute or by this Amended and Restated Certificate of Incorporation or the By-Laws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation. The directors of the Corporation need not be elected by written ballot unless the by-laws so provide.

SIXTH:    The board of directors is expressly empowered to adopt, amend or repeal the By-Laws of the Corporation. The stockholders shall also have power to adopt, amend or repeal the By-Laws of the Corporation.

SEVENTH:    The Corporation reserves the right to amend or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation.

EIGHTH:    A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of this paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH:    Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation, which restates, integrates and amends the provisions of the Restated Certificate of Incorporation of the Corporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of Delaware, has been executed by its President this     th day of [                ], 2002.

OPTA FOOD INGREDIENTS, INC.

[Name]

[Title]

3

EX-99.(D)(2)

EXHIBIT (d)(2)

STOCKHOLDERS’ AGREEMENT

STOCKHOLDERS’ AGREEMENT, dated as of October 25, 2002 (the “Agreement”), between Stake Technology Ltd. (“ACQUIROR”), a Canada corporation, Stake Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of ACQUIROR (“Acquisition Subsidiary”), and the Stockholders of OPTA (as defined below) whose names appear on Schedule I hereto (each, a “Stockholder” and collectively, the “Stockholders”).

W I T N E S S E T H:

WHEREAS, contemporaneously with the execution and delivery of this Agreement, ACQUIROR, Acquisition Subsidiary and Opta Food Ingredients, Inc., a Delaware corporation (“OPTA”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), which provides for, upon the terms and subject to the conditions set forth therein, (i) the commencement by Acquisition Subsidiary of a tender offer (the “Offer”) to acquire all shares of the issued and outstanding Common Stock, par value $.01 per share of OPTA (the “OPTA Common Stock”), at a price per share equal to the Per Share Amount (as defined in the Merger Agreement), and (ii) the subsequent merger of Acquisition Subsidiary with and into OPTA (the “Merger”);

WHEREAS, as of the date hereof, each Stockholder owns (beneficially and of record) the number of shares of OPTA Common Stock set forth opposite such Stockholder’s name on Schedule I hereto (all such shares now so owned and which may hereafter be acquired by such Stockholder prior to the termination of this Agreement, whether upon the exercise of options or by means of purchase, dividend, distribution or otherwise, being referred to herein as such Stockholder’s “Shares”);

WHEREAS, as a condition to their willingness to enter into the Merger Agreement, ACQUIROR and Acquisition Subsidiary have requested that the Stockholders enter into this Agreement; and

WHEREAS, in order to induce ACQUIROR and Acquisition Subsidiary to enter into the Merger Agreement, the Stockholders are willing to enter into this Agreement.

Terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, ACQUIROR, Acquisition Subsidiary and the Stockholders hereby agree as follows:

ARTICLE I

TRANSFER AND VOTING OF SHARES; AND

OTHER COVENANTS OF THE STOCKHOLDERS

SECTION 1.1.  Voting of Shares.    From the date hereof until the termination of this Agreement pursuant to Section 5.1 hereof (the “Term”), at any meeting of the stockholders of OPTA, however called, and in any action by written consent of the stockholders of OPTA, each Stockholder shall vote his or her

Shares (i) in favor of the Merger and the Merger Agreement (as amended from time to time), (ii) against any Acquisition Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of OPTA under the Merger Agreement or which is reasonably likely to result in any of the conditions of OPTA’s obligations under the Merger Agreement not being fulfilled, any change in the directors of OPTA, any change in the present capitalization of OPTA or any amendment to OPTA’s Certificate of Incorporation or By-Laws, any other material change in OPTA’s corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Acquisition Subsidiary or its nominees to vote such Shares directly.

SECTION 1.2.  No Inconsistent Arrangements.    Except as contemplated by this Agreement and the Merger Agreement, each Stockholder shall not during the Term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder’s Shares or any interest therein, or create or, except as set forth on Schedule I hereto, permit to exist any Encumbrance (as defined below) on such Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares or any interest therein, (iii) grant any proxy, power of attorney or other authorization in or with respect to such Shares, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of his or her obligations hereunder or the transactions contemplated hereby or by the Merger Agreement; provided, that each Stockholder may at any time transfer any of such Stockholder’s Shares to a Permitted Transferee, so long as such Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement. “Permitted Transferee” means (i) a Person to whom Shares are transferred by gift, will or the laws of descent or distribution, or (ii) (x) such Stockholder’s spouse and descendants (whether natural or adopted), (y) any trust that is for the exclusive benefit of such Stockholder, any of the Persons described in clause (x) and/or any charitable foundation or organization and (z) any family partnership the partners of which consist solely of such Stockholder, such spouse, such descendants or such trusts.

SECTION 1.3.  Proxy.    Each Stockholder hereby revokes any and all prior proxies or powers of attorney in respect of any of such Stockholder’s Shares and constitutes and appoints Acquisition Subsidiary and ACQUIROR, or any nominee of Acquisition Subsidiary and ACQUIROR, with full power of substitution and resubstitution, at any time during the Term, as his or her true and lawful attorney and proxy (his or her “Proxy”), for and in his or her name, place and stead, to demand that the Secretary of OPTA call a special meeting of the stockholders of OPTA for the purpose of considering any matter referred to in Section 1.1 (if permitted under OPTA’s Certificate of Incorporation or By-Laws) and to vote each of such Shares as his or her Proxy, at every annual, special, adjourned or postponed meeting of the stockholders of OPTA, including the right to sign his or her name (as stockholder) to any consent, certificate or other document relating to OPTA that Delaware law may permit or require as provided in Section 1.1.

THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM.

SECTION 1.4.  Waiver of Appraisal Rights.    Each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger.

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SECTION 1.5.  Stop Transfer.    During the Term, each Stockholder shall not request that OPTA register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder’s Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Article III hereof).

SECTION 1.6.  No Solicitation.    During the Term, each Stockholder shall not, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (iii) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal. Upon execution of this Agreement, each Stockholder shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing.

Each Stockholder will promptly notify ACQUIROR of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to any Acquisition Proposal, and each Stockholder will immediately communicate to ACQUIROR the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Notwithstanding any provision of this Section 1.6 to the contrary, if any Stockholder is a member of the Board of Directors, such member of the Board of Directors may take actions in such capacity to the extent permitted by Section 5.2 of the Merger Agreement.

SECTION 1.7.  Indemnification of Stockholders.    ACQUIROR will indemnify each Stockholder against all claims, actions, suits, proceedings or investigations, losses, damages, liabilities (or actions in respect thereof), costs and expenses (including reasonable fees and expenses of counsel) arising out of or based upon the execution or delivery of this Agreement or the performance by such Stockholder of his or her obligations hereunder and in the event of any such claim, action, suit, proceeding or investigation unless ACQUIROR shall have assumed the defense thereof as provided below, (i) ACQUIROR shall pay as incurred the reasonable fees and expenses of counsel selected by the Stockholder, which counsel shall be reasonably satisfactory to ACQUIROR, promptly as statements therefor are received, and (ii) ACQUIROR will cooperate in the defense of any such matter; provided, however, that ACQUIROR shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided, further, that ACQUIROR shall not be obliged pursuant to this Section 1.7 to pay the fees and disbursements of more than one counsel for all Stockholders in any single action except to the extent that, in the opinion of counsel for the Stockholders two or more of such Stockholders have conflicting interests in the outcome of such action. In the event any person asserts a claim against a Stockholder for which such Stockholder intends to seek indemnification hereunder, such Stockholder shall give prompt notice to ACQUIROR, and shall permit ACQUIROR to assume the defense of any such claim or any litigation resulting therefrom with counsel selected by ACQUIROR, which counsel shall be reasonably acceptable to such Stockholders; provided that such Stockholder may participate in such defense at his or her own expense, and provided further that the failure of any Stockholder to give notice as provided herein shall not relieve ACQUIROR of its obligations under this Section 1.7 except to the extent ACQUIROR is materially prejudiced thereby. ACQUIROR shall not, in the defense of any such claim or litigation, except with the consent of the Stockholder being indemnified, consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Stockholder of a release from all liability in respect of such claim or litigation. Each Stockholder shall promptly furnish such information regarding himself or herself or the claim in question as ACQUIROR

3

may reasonably request and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

SECTION 1.8.  Conflicts.    In the case of any Stockholder who is an officer or director of OPTA, no provision of this Agreement shall prevent or interfere with such Stockholder’s performance of his or her obligations, if any, solely in his or her capacity as an officer or director of OPTA, including, without limitation, in the case of a director of OPTA, the fulfillment of his or her fiduciary duties, and in no event shall such performance constitute a breach of this Agreement. The execution and delivery of this Agreement by each Stockholder, and the performance of any obligations (or breach thereof) hereunder, are being undertaken, and shall be deemed to have been undertaken, by such persons solely in their capacity as Stockholders.

ARTICLE II

TENDER OF SHARES

SECTION 2.1.  Tender.    Each Stockholder, severally but not jointly, shall, unless the Offer is terminated or the Merger Agreement is terminated in accordance with its terms, validly tender (or cause the record owner of such shares to validly tender) such Stockholder’s Shares pursuant to and in accordance with the terms of the Offer, not later than the tenth business day after commencement of the Offer, and not thereafter withdraw such tender. Each Stockholder hereby acknowledges and agrees that ACQUIROR’s and Acquisition Subsidiary’s obligation to accept for payment and pay for such Stockholder’s Shares in the Offer is subject to the terms and conditions of the Offer. For all his or her Shares validly tendered in the Offer and not withdrawn, each Stockholder will be entitled to receive the highest price paid by Acquisition Subsidiary pursuant to the Offer.

SECTION 2.2.  Disclosure.    Each Stockholder hereby authorizes ACQUIROR and Acquisition Subsidiary to publish and disclose in the Offer Documents and, if approval of OPTA’s stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC), his or her identity and ownership of OPTA Common Shares and the nature of his or her commitments, arrangements and understandings under this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

Each Stockholder hereby represents and warrants to ACQUIROR and Acquisition Subsidiary as follows:

SECTION 3.1.  Due Authorization, etc.    Such Stockholder has all requisite power and authority to execute, deliver and perform this Agreement, to appoint Acquisition Subsidiary and ACQUIROR as his or her Proxy and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the appointment of Acquisition Subsidiary and ACQUIROR as Stockholder’s Proxy and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court

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before which any proceeding for such remedy may be brought. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is trustee whose consent is required for the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.

SECTION 3.2.  No Conflicts; Required Filings and Consents.    (a)  The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law applicable to such Stockholder or by which such Stockholder or any of such Stockholder’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including, without limitation, such Stockholder’s Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of such Stockholder’s obligations under this Agreement.

(b)  The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by the Stockholder shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any governmental or regulatory authority, except (i) for applicable requirements, if any, of the Exchange Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent such Stockholder from performing such Stockholder’s material obligations under this Agreement.

SECTION 3.3.  Title to Shares.    Such Stockholder is the sole record and beneficial owner of his or her Shares, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind (“Encumbrances”), other than as set forth on Schedule I hereto and other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, and each Stockholder has, and will transfer to Acquisition Subsidiary, good and valid title to his or her Shares.

SECTION 3.4.  No Finder’s Fees.    No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder. Such Stockholder hereby acknowledges that he or she is not entitled to receive any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby or by the Merger Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF

ACQUIROR AND ACQUISITION SUBSIDIARY

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ACQUIROR and Acquisition Subsidiary hereby, jointly and severally, represent and warrant to the Stockholders as follows:

SECTION 4.1.  Due Organization, Authorization, etc.    Each of the ACQUIROR and Acquisition Subsidiary is a corporation duly organized and validly existing and, in good standing under the laws of the jurisdiction of its incorporation. ACQUIROR and Acquisition Subsidiary have all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by each of Acquisition Subsidiary and ACQUIROR have been duly authorized by all necessary corporate action on the part of Acquisition Subsidiary and ACQUIROR, respectively. This Agreement has been duly executed and delivered by each of Acquisition Subsidiary and ACQUIROR and constitutes a legal, valid and binding obligation of each of Acquisition Subsidiary and ACQUIROR, enforceable against Acquisition Subsidiary and ACQUIROR in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding for such remedy may be brought.

SECTION 4.2.  No Conflict; Required Filings and Consents.

(a)  The execution and delivery of this Agreement by the ACQUIROR and Acquisition Subsidiary do not, and the performance of this Agreement by the ACQUIROR and Acquisition Subsidiary shall not, (i) conflict with or violate the certificate of incorporation or by-laws or equivalent organizational documents of the ACQUIROR or Acquisition Subsidiary, (ii) conflict with or violate any law applicable to the ACQUIROR or Acquisition Subsidiary or by which the ACQUIROR or Acquisition Subsidiary or any of the ACQUIROR’s or Acquisition Subsidiary’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, cancellation, vesting or acceleration of any obligation under, or require the consent of any other party to, any agreement, contract, instrument, bond, note, indenture, permit, license or franchise to which ACQUIROR or any of its subsidiaries is a party or by which ACQUIROR, any of its subsidiaries or any of their respective property is bound or affected, except any such conflicts or violations that would not prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the ACQUIROR or Acquisition Subsidiary from performing its obligations under this Agreement.

(b)  The execution and delivery of this Agreement by the ACQUIROR and Acquisition Subsidiary do not, and the performance of this Agreement by the ACQUIROR and Acquisition Subsidiary shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any governmental or regulatory authority, except (i) for applicable requirements, if any, of the Exchange Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent the ACQUIROR or Acquisition Subsidiary from performing their material obligations under this Agreement.

ARTICLE V

MISCELLANEOUS

SECTION 5.1.  Termination.    This Agreement shall terminate and be of no further force and effect (i) by the written mutual consent of the parties hereto or (ii) automatically and without any required

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action of the parties hereto upon the termination of the Merger Agreement in accordance with its terms. No such termination of this Agreement shall relieve any party hereto from any liability for any breach of this Agreement prior to termination.

SECTION 5.2.  Further Assurance.    From time to time, at another party’s request and without consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transaction contemplated by this Agreement.

SECTION 5.3.  Certain Events.    Each Stockholder agrees that this Agreement and such Stockholder’s obligations hereunder shall attach to such Stockholder’s Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder’s heirs, guardians, administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all his or her obligations under this Agreement.

SECTION 5.4.  No Waiver.    The failure of any party hereto to exercise any right, power, or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder or, any custom or practice of the parties at variance with the terms hereof shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

SECTION 5.5.  Specific Performance.    Each Stockholder acknowledges that if such Stockholder fails to perform any of his or her obligations under this Agreement, immediate and irreparable harm or injury would be caused to ACQUIROR and Acquisition Subsidiary for which money damages would not be an adequate remedy. In such event, each Stockholder agrees that each of ACQUIROR and Acquisition Subsidiary shall have the right, in addition to any other rights it may have, to specific performance of this Agreement. Accordingly, if ACQUIROR or Acquisition Subsidiary should institute an action or proceeding seeking specific enforcement of the provisions hereof, each Stockholder hereby waives the claim or defense that ACQUIROR or Acquisition Subsidiary, as the case may be, has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. Each Stockholder further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief.

SECTION 5.6.  Notice.    All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (i) as of the date delivered or sent by facsimile if delivered personally or by facsimile, and (ii) on the third business day after deposit in the U.S. mail, if mailed by registered or certified mail (postage prepaid, return receipt requested), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice, except that notices of changes of address shall be effective upon receipt):

(a)  If to ACQUIROR or Acquisition Subsidiary:

Stake Technology Ltd.

2838 Highway 7

Norval, Ontario L0P 1K0, Canada

Attention: Chairman

Facsimile: (905) 455-2529

With a copy to:

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Robert T. Lincoln, Esq.

Dunnington, Bartholow & Miller LLP

666 Third Avenue

New York, New York 10017-5683

Facsimile: (212) 661-7769

(b)  If to a Stockholder, at the address set forth below such Stockholder’s name on Schedule I hereto.

With a copy to:

Lewis J. Geffen, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02110

Facsimile: (617) 542-2241

SECTION 5.7.  Expenses.    Except as otherwise expressly set forth herein, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and expenses.

SECTION 5.8.  Headings.    The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 5.9.  Severability.    If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

SECTION 5.10.  Entire Agreement; No Third-Party Beneficiaries.    This Agreement constitutes the entire agreement and supersedes any and all other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, and this Agreement is not intended to confer upon any other person any rights or remedies hereunder.

SECTION 5.11.  Assignment.    This Agreement shall not be assigned by operation of law or otherwise.

SECTION 5.12.  Governing Law.    This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State.

SECTION 5.13.  Amendment.    This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

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SECTION 5.14.  Waiver.    Any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties of the other parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance by the other parties hereto with any of their agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only as against such party and only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

SECTION 5.15.  Counterparts.    This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement.

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IN WITNESS WHEREOF, ACQUIROR, Acquisition Subsidiary and the Stockholders have caused this Agreement to be executed as of the date first written above.

STAKE TECHNOLOGY LTD.
By:	/S/    JEREMY N. KENDALL
	Name: Jeremy N. Kendall Title: Chairman

STAKE ACQUISITION CORP.
By:	/S/    STEVEN R. BROMLEY
	Name: Steven R. Bromley Title: President

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STOCKHOLDERS

/S/     ARTHUR J. MCEVILY Arthur J. McEvily	/S/     HARRY FIELDS Harry Fields
/S/     WILLIAM P. CARMICHAEL William P. Carmichael	/S/     GLYNN C. MORRIS Glynn C. Morris
/S/     A.S. CLAUSI A.S. Clausi	/S/     OLIVIER SUQUET Olivier Suquet
/S/     SCOTT A. KUMF Scott A. Kumf	/S/     OLIVIER SUQUET Nouvelle Holding Guyomarc’h S.A.
	By:	OLIVIER SUQUET
	Its:

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Schedule I

Name/Address	No. of Shares	In-the-Money Options	Total (Shares and in-the-Money Options)	Encumbrances
Arthur J. McEvily c/o Opta Food Ingredients, Inc. 25 Wiggins Avenue Bedford, MA 01730	90,325	160,000	250,325
William P. Carmichael 808 South Garfield Hinsdale, IL 60521	43,000	15,000	58,000
A.S. Clausi 26 Nearwater Lane Riverside, CT 06878	24,444	15,000	39,444
Scott A. Kumf c/o Opta Food Ingredients, Inc. 25 Wiggins Avenue Bedford, MA 01730	20,631	145,000	165,631
Harry Fields c/o Fields Associates 28 Stonewall Lane Mamaroneck, NY 10543	11,500	15,000	26,500
Glynn C. Morris 355 Rees Street Playa Del Rey, CA 90293	-	15,000	15,000
Olivier Suquet c/o Diana Ingredients BP 244 56007 Vannes Cedex France	-	15,000	15,000

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Nouvelle Holding Guyomarc’h S.A. 10 Rue du Colisee 75008 Paris, France 48 01 98 50 1,390,574 -   1,390,574

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EX-99.(D)(3)

Exhibit (d)(3)

Adams, Harkness & Hill, Inc

60 State Street

Boston, MA 62109

(617) 371-3700

Confidential

May 8, 2002

Allan Routh

President and CEO

Sunrich Foods

3824 Southwest 93^rd Street

Hope, MN 56046

Ladies and Gentlemen:

Adams, Harkness & Hill, Inc. (“AH&H”), on behalf of and as exclusive, retained advisor to Opta Food Ingredients, Inc., a Delaware corporation (the “Company”), and the Company are prepared to furnish you with certain publicly available and material non-public information describing the Company in connection with your consideration of a possible negotiated transaction with the Company. As a condition to our disclosure of the identity of the Company and furnishing such publicly available and material non-public information you agree, on behalf of your directors, officers, employees, affiliates, advisors and agents (your “Representatives”) to the terms of this Agreement:

1.    Definition of Confidential Information.    In the context of this Agreement, Confidential Information shall mean (i) the identity of the Company; (ii) any information, written or oral, whether prepared by AH&H, the Company, its advisors, agents or otherwise that is to be, or has been, furnished by or on behalf of the Company in accordance with the provisions of this letter; and (iii) your consideration of a possible negotiated transaction with the Company.

2.    Use of Confidential Information.    You hereby agree that the Confidential Information will be used solely for the purpose of evaluating a possible negotiated transaction between you and the Company and not in any way directly or indirectly detrimental to the Company. Unless otherwise required by law, you and your Representatives will not disclose the Confidential Information, without the prior written consent of the Company, to any person (including any corporation, company, partnership, or individual) and will limit the dissemination of the Confidential Information to your Representatives who need to know the information for the sole purpose of evaluating a possible negotiated transaction with the Company. You shall be fully liable for any breach of this Agreement by any of your Representatives. You further agree to treat the Confidential Information in the same manner as you treat confidential information of a similar nature. You also agree that you will inform each of your Representatives who will receive Confidential Information of your obligations under this letter. This paragraph shall be broadly interpreted to prohibit, without limitation, any discussions with potential co-bidders or other transaction partners without the prior written consent of the Company.

3.    No Contacts with the Company.    You agree that, at the conclusion of your review of the Confidential Information, or within three business days of the Company’s request, you and your Representatives shall redeliver to AH&H all copies of the Confidential Information in any form whatsoever (including without limitation any reports, memoranda or other material prepared by you or your Representatives). Unless consented to in advance in writing by the Chief Executive Officer of the Company, for a period of one year after the date hereof, you shall not, and you shall not permit any Representative of yours to, directly or indirectly, solicit any Company personnel with whom you or any Representative of yours has contact in connection with discussions or negotiations regarding a possible negotiated transaction to leave the employ of the Company or to accept employment by you or any affiliate of yours or have any discussions with any such person regarding such cessation of employment or re-employment.

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4.    Agreement to Standstill.    You agree that, for a period of eighteen months from the date of this agreement (the “Standstill Period”), unless specifically invited in writing by us or the Company, neither you nor any of your Representatives, acting on your behalf, will in any manner, directly or indirectly, (a) other than through a confidential offer directed to the Company, effect or seek offer or propose to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of the Company; (ii) any tender or exchange offer, merger or other business combination involving the Company; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other party; (b) from, join or in any way participate in a “group” (as defined under the Securities Exchange Act of 1934, as amended) with respect to the Company; (c) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; (d) take any action that might force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussion or arrangements with any third party with respect to any of the foregoing. Notwithstanding the foregoing, if during the Standstill Period, any third party shall publicly announce and thereafter commence a tender or exchange offer which, if consummated, would give such third party ownership of 50% or more of the outstanding shares of the Company (a “Third Party Offer”), you shall be entitled to commence a tender offer (a “Competing Offer”) for at least the same number of shares (provided that the Competing Offer provides for a second-step merger yielding a blended purchase price per share which is at least equal to the purchase price per share offered by the third party in the Third Party Offer and in any subsequent second-step merger or acquisition transaction if one is proposed by such third party) and to purchase shares pursuant to such Competing Offer.

5.    Subpoena or Other Order.    In the event that you or your Representatives receive a request to disclose all or any part of the Confidential Information under the terms of a valid and effective subpoena or other order issued by a court having jurisdiction or by a governmental body, or, in accordance with the written legal opinion of your counsel, by any federal or state law or regulation, you agree that you will promptly notify AH&H and the Company of the existence, terms and circumstances surrounding such a request, so that the Company may seek an appropriate protective order or other remedy and/or waive your compliance with the provisions of this Agreement. If disclosure of such information is required in the written opinion of your counsel, you agree that you will exercise reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such of the disclosed information which we or the Company so designates.

6.    No Representation as to Accuracy.    You understand that neither AH&H, the Company nor any of their respective agents or employees has made or makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. Neither AH&H nor the Company shall have any liability to anyone resulting from the use of any Confidential Information (or any errors therein or omissions therefrom), except as provided in any definitive acquisition or other agreement between the Company and you.

7.    No Binding Agreement for Transaction Herein.    You agree that unless and until a definitive agreement between the Company and you with respect to any transaction involving the Company has been executed and delivered, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this letter or any other written or oral expression with respect to such a transaction by any of the directors, officers, employees, representatives, advisors, or agents of the Company except, in the case of this Agreement, for the matters specifically agreed to herein.

8.    Remedies.    You agree that money damages would not be a sufficient remedy for any breach of the agreements contained in this letter by you or your Representatives, and that the Company shall be entitled to specific performance and injunctive relief as remedies for any such breach or threatened breach. Such remedies shall not be considered to be the exclusive remedies for any such breach or threatened breach, but shall be in addition to all other remedies available at law or equity to the Company.

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9.    Entire Agreement.    This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto.

10.    Jurisdiction.    This Confidentiality Agreement is being executed by AH&H in the Commonwealth of Massachusetts and it is understood that AH&H will perform its services hereunder in that jurisdiction. Accordingly, this Confidentiality Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed, interpreted, and enforced in accordance with the internal laws, and not the law of conflicts of law, of the Commonwealth of Massachusetts. To the extent that a court of competent jurisdiction determines that any provision or provisions contained herein are not enforceable, such provision or provisions shall be limited to the maximum extent enforceable under applicable law.

11.    Termination.    The provisions relating to confidentiality contained in this letter shall terminate upon the earlier of (a) five years from the date hereof, (b) the execution of a separate agreement addressing the confidential use of non-public information specifically superceding this Agreement, or (c) if you enter into a negotiated transaction with the Company, as of the date such transaction is consummated.

If you agree with and accept the foregoing, please sign and return one copy of this Agreement, which will constitute our agreement with respect to the subject matter of this letter.

Very truly yours,

ADAMS, HARKNESS & HILL, INC.

By:    /S/    DAVID THIBODEAU

David Thibodeau

Principal

ACCEPTED AND AGREED:

SUNRICH FOODS

By:    /S/    ALLAN ROUTH

Name: Allan Routh

Title    President/CEO

Date: May 8, 2002

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