EXHIBIT 99.4

                           TENDER FOR ALL OUTSTANDING
                   10 3/4% SENIOR SUBORDINATED NOTES DUE 2012
                                IN EXCHANGE FOR
                   10 3/4% SENIOR SUBORDINATED NOTES DUE 2012
                                       OF
                           BERRY PLASTICS CORPORATION

To Our Clients:

We are enclosing herewith a Prospectus, dated           , 2002, of Berry
Plastics Corporation ("Berry"), and a related Letter of Transmittal (which
together constitute the "Exchange Offer") relating to the offer by Berry, to
exchange its 10 3/4% Senior Subordinated Notes Due 2012 (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like stated amount at maturity of its issued and
outstanding 10 3/4% Senior Subordinated Notes Due 2012 (the "Outstanding Notes")
upon the terms and subject to the conditions set forth in the Exchange Offer.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON           , 2002 UNLESS EXTENDED BY BERRY IN ITS SOLE DISCRETION.

THE EXCHANGE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF OUTSTANDING
NOTES BEING TENDERED.

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

We request instructions as to whether you wish to tender any or all of the
Outstanding Notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. Please so instruct us by completing, executing
and returning to us the enclosed Instruction to Registered Holder from
Beneficial Holder enclosed herewith. We urge you to read carefully the
Prospectus and the Letter of Transmittal before instructing us to tender your
Outstanding Notes. We also request that you confirm with such instruction form
that we may on your behalf make the representations contained in the Letter of
Transmittal.

Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will
represent to Berry that (i) the Exchange Notes acquired in the Exchange Offer
are being obtained in the ordinary course of business of the person receiving
such Exchange Notes, whether or not such person is such holder, (ii) neither the
holder of the Outstanding Notes nor any such other person has an arrangement or
understanding with any person to participate in the distribution (within the
meaning of the Securities Act) of such Exchange Notes in violation of the
provisions of the Securities Act, (iii) if the holder is not a broker-dealer or
is a broker-dealer but will not receive Exchange Notes for its own account in
exchange for Outstanding Notes, neither the holder nor any such other person is
engaged in or intends to participate in a distribution of the Exchange Notes and
(iv) neither the holder nor any such other person is an "affiliate" of Berry or
any Guarantor within the meaning of Rule 405 under the Securities Act or, if
such holder is an "affiliate", that such holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable. If the tendering holder is a broker-dealer (whether or not it
is also an "affiliate") that will receive Exchange Notes for its own account in
exchange for Outstanding Notes, we will represent on behalf of such
broker-dealer that the Outstanding Notes to


be exchanged for the Exchange Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on behalf
of such broker-dealer that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such Exchange Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                         Very truly yours,

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