Exhibit 10.21

                              EMPLOYMENT AGREEMENT


     This Employment  Agreement (the "Agreement") made between Bill G. Armstrong
(the  "Executive")  and Agribrands  International,  Inc., a corporation with its
principal  place of business at 9811 South Forty  Drive,  St.  Louis,  Missouri,
63124 and its subsidiaries and affiliates (the "Company").

     WITNESSETH THAT:

                                    RECITALS

     WHEREAS, the Company and Ralcorp Holdings,  Inc. (hereinafter "Rome, Inc.")
contemplate  entering into an Agreement and Plan of  Reorganization  pursuant to
which (i) Athens and Rome will form a holding  company (the "Holding  Company"),
(ii) Athens and Rome will each merge with separate wholly owned  subsidiaries of
Holding   Company  so  as  to  become   subsidiaries  of  Holding  Company  (the
"Reorganization"),   and  (iii)  the  date  on  which  such   Reorganization  is
consummated shall be referred to as the "Closing"; and

     WHEREAS,  the  Executive is  currently a party to a  Management  Continuity
Agreement  dated  April  1,  1998  by and  between  the  Executive  and  Company
("Pre-Reorganization Management Continuity Agreement"); and

     WHEREAS,  the Executive  currently  possesses  grants of options to acquire
pursuant  to the terms of each  grant  common  stock of the  Company  under that
certain 1998 Incentive Stock Plan maintained by the Company; and

     WHEREAS,  the parties deem it advisable to set forth in this  Agreement the
terms and conditions of a employment  agreement and to separately agree that the
Executive will receive a new management  continuity  agreement on  substantially
the  same  terms  as  the  Pre-Reorganization  Management  Continuity  Agreement
("Management Continuity Agreement") in the event that the Reorganization occurs;
and

     WHEREAS,   the   Executive   waives  any  right  to   benefits   under  the
Pre-Reorganization  Management  Continuity Agreement and such agreement shall be
immediately  terminated  and have no further  force and effect and the Executive
agrees to be bound and subject to the terms of the Agreement and the  Management
Continuity Agreement; and

     WHEREAS,  in the event that the Reorganization  does not occur, the parties
hereto hereby affirm and  acknowledge  their  continuing  obligations  under the
Pre-Reorganization  Management  Continuity  Agreement and acknowledge  that this
Agreement and the new Management Continuity Agreement shall be null and void;



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     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained herein, the Company and Executive hereby agree as follows:

                                   SECTION ONE
                                   DEFINITIONS

     The following terms shall have the meanings set forth below:

         A.   "Involuntary   Termination"   shall  be  any  termination  of  the
Executive's employment with the Company, other than a Termination for Cause, (a)
to which the Executive  objects orally or in writing or (b) which follows any of
the following.

              (i) without the express written consent of the Executive,  (a) the
assignment  of the  Executive  to any duties  materially  inconsistent  with the
Executive's positions, duties, responsibilities and status on the effective date
of this Agreement or (b) a material change in the Executive's  titles,  offices,
or  reporting  responsibilities  as in  effect  on the  effective  date  of this
Agreement  and with  respect to either (a) or (b) the  situation is not remedied
within  thirty (30) days after  receipt by the Company of written  notice by the
Executive;  provided,  however,  (a) and (b)  herein  shall  not  constitute  an
"Involuntary  Termination"  if  either  situation  is  in  connection  with  the
Executive's death or disability; or

              (ii)  without  the  express  written  consent of the  Executive  a
reduction  in the  Executive's  annual  salary or  opportunity  for total annual
compensation,  in effect on the effective  date of this  Agreement  which is not
remedied  within thirty (30) days after receipt by the Company of written notice
by the Executive; or

              (iii) without the express  written  consent of the Executive,  the
Executive  is required to be based more than 100 miles from  Executive's  office
location on the effective date of this Agreement,  except for required travel on
business  to  an  extent  substantially  consistent  with  the  business  travel
obligations of the Executive on the effective date of this Agreement; or

              (iv) without the express  written  consent of the  Executive,  (a)
failure by the  Company to continue in effect  benefit  and  compensation  plans
which may  include an  automobile  allowance,  a stock  option  plan,  a defined
contribution  pension plan, a life  insurance  plan, a health and accident plan,
and/or a disability plan which are, in the aggregate,  substantially  equivalent
in value to  those in which  the  Executive  is  participating  or  entitled  to
participate  on the effective date of this  Agreement;  or (b) the taking of any
action by the Company that would (1) adversely  affect the  participation  in or
materially  reduce the aggregate  value to the Executive of benefits  under such
plans  either in terms of the amount of  benefits  provided  or the level of the
Executive's participation relative to other participants; or (2) cause a failure
to provide  the number of paid  vacation  days to which the  Executive  was then
entitled in accordance  with the Company's  normal  vacation policy in effect on
the effective date of this  Agreement,  which in either  situation (a) or (b) is
not  remedied  within  thirty (30) days after  receipt by the Company of written
notice by the Executive; or

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<PAGE>

              (v) the liquidation, dissolution,  consolidation, or merger of the
Company  or  transfer  of all or  substantially  all of  its  assets,  unless  a
successor or successors (by merger, consolidation, or otherwise) to which all or
a significant  portion of its assets have been transferred  expressly assumes in
writing all duties and obligations of the Company as here set forth.

              The Executive's  continued employment shall not constitute consent
to, or a waiver of rights with respect to any circumstances set forth above.

         B.   "Termination for Cause"  shall be a termination because of:

              (i) the continued  failure by the  Executive to devote  reasonable
time and effort to the  performance  of the  Executive's  duties (other than any
such failure resulting from the Executive's incapacity due to physical or mental
illness)  after written  demand  therefor has been delivered to the Executive by
the Company  that  specifically  identifies  how the  Executive  has not devoted
reasonable time and effort to the performance of the Executive's duties; or

              (ii) the willful  engaging by the Executive in misconduct which is
materially injurious to the Company, monetarily or otherwise; or

              (iii) the Executive's  conviction of a felony or a crime involving
moral turpitude;

in any case as determined by the Board of Directors of the Company (the "Board")
upon the good faith vote of not less than a majority  of the  Directors  then in
office, after reasonable notice to the Executive specifying in writing the basis
or bases for the proposed Termination for Cause and after the Executive has been
provided  an  opportunity  to be heard  before a meeting  of the Board held upon
reasonable notice to all Directors;  provided,  however,  that a Termination for
Cause shall not include a termination attributable to:

              (i) bad judgment or negligence on the part of the Executive  other
than habitual negligence; or

              (ii) an act or omission believed by the Executive in good faith to
have been in or not opposed to the best  interests of the Company and reasonably
believed by the Executive to be lawful.

         C.   "Voluntary  Termination"  shall   be   any   termination  of   the
Executive's employment with the Company other than an Involuntary Termination or
a Termination for Cause.

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<PAGE>

                                   SECTION TWO
                                   EMPLOYMENT

     The  Company  hereby  employs  Executive  as its Chief  Operating  Officer.
Executive's reporting  responsibilities shall be to the Chairman of the Board of
the Company and upon formation of the Holding  Company,  Executive will be named
the Chief  Executive  Officer of the Company  reporting  to the Chief  Executive
Officer of the Holding Company. Subject to SECTION EIGHT, the Company may modify
or realign Executive's duties and  responsibilities as it deems necessary during
the term of this Agreement.

                                  SECTION THREE
                            BEST EFFORTS OF EXECUTIVE

     Executive agrees that the Executive will at all times faithfully and to the
best of the  Executive's  ability,  experience  and  talent,  perform all of the
duties that may be required of or from the Executive pursuant to the express and
implicit terms hereof. Executive acknowledges that the Executive is obligated to
manage the  business  of the Company in a sound and  businesslike  manner and in
material  conformity with all laws and regulations  governing the conduct of the
business of the Company.

                                  SECTION FOUR
                                      TERM

     The term of this Agreement  shall be three (3) years beginning on August 7,
2000  and  ending  on the  date  which  immediately  precedes  the  third  (3rd)
anniversary  of the Closing (the  "Term").  This  Agreement  may be extended for
additional   periods  upon  the  mutual   written   agreement  of  the  parties.
Notwithstanding  any  provision  herein  to  the  contrary,  in  the  event  the
Reorganization   does  not  close   pursuant   to  the  terms  of  the  Plan  of
Reorganization,  this  Agreement  shall be null  and  void and the  terms of the
Pre-Reorganization  Management  Continuity  Agreement  between the Executive and
Athens shall govern the Executive's  employment  relationship  with Athens as if
this Agreement had not been executed.

                                  SECTION FIVE
                                  COMPENSATION

     During  the Term of this  Agreement,  Executive  shall be  entitled  to the
following:

         A.   The Company shall pay Executive a minimum  monthly base  salary in
an amount equal to the greater of the Executive's  monthly base salary as of the
Closing or $20,166.67 payable on the last day of each month. The base salary may
be  increased  by the  Company at any time  during  the Term of this  Agreement;
provided,  however, that until expiration of the Term,  Executive's monthly base
salary shall not be less than the amount set forth above.

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<PAGE>

         B.   The  Company  shall pay  Executive a  minimum  annual bonus in  an
amount equal to the greater of the  Executive's  minimum  annual bonus as of the
Closing or $143,000  payable in November of each year.  The annual  bonus may be
increased  by the  Company  at any  time  during  the  Term of  this  Agreement;
provided,  however, that until expiration of the Term,  Executive's annual bonus
shall not be less than the amount set forth above.

         C.   Executive shall be provided with a benefit program including stock
options and/or stock grants as determined by the Company. Any such stock options
shall  become  immediately  exercisable,   and  such  stock  grants  shall  vest
immediately,  upon Executive's  Involuntary  Termination during the Term of this
Agreement.

         D.   Executive shall be eligible for coverage  under such pension plan,
group health insurance plan, 401(k) plan,  vacation,  holiday and other programs
or policies in effect from time to time for salaried Executives of the Company.

                                   SECTION SIX
                            OLD COMPANY STOCK OPTIONS

     It is understood  that the Company  previously  granted  Executive  certain
Non-qualified  Stock  Options.  It is further  understood  and  agreed  that the
Executive (i) waives the right to accelerate such Stock Options by virtue of the
Reorganization  and (ii) shall,  as of the  Closing,  exchange  such options for
options to purchase shares of Holding Company Common Stock having the same terms
and conditions as are in effect immediately prior to the Closing (including such
terms and  conditions as may be  incorporated  by reference  into the agreements
evidencing the Stock Options  pursuant to the plans or  arrangement  pursuant to
which such Stock were granted and taking into account the  provisions of Section
6(i) hereof) except that the exercise  price and number of shares  issuable upon
exercise shall be divided and multiplied,  respectively, by the Company Exchange
Ratio as defined in the  Agreement  and Plan of  Reorganization  By and  Between
Company and Rome, Inc., Dated as of August 7, 2000.

                                  SECTION SEVEN
                                CHANGE OF CONTROL

     Contemporaneously  with the execution of this Agreement,  the Executive and
the Company will enter into a Management Continuity Agreement providing benefits
under certain  circumstances in the event of a Change-in-Control of the Company,
as defined in such  Management  Continuity  Agreement.  Such benefits will be in
addition to those provided under this  Agreement;  provided,  however,  that any
benefits paid under said  Management  Continuity  Agreement  shall be reduced by
amounts paid  hereunder in respect of periods after  Executive's  termination of
employment   following   a   Change-in-Control.   Executive   agrees   that  the
Pre-Reorganization  Management  Continuity  Agreement  entered into by Executive
with the Company is null and void and Executive  releases any claims to benefits
under the previous Management  Continuity  Agreement;  provided however, that in
the event the  Reorganization  is not  consummated,  the  Management  Continuity
Agreement shall be null and void and the terms of the Pre-Reorganization

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<PAGE>

Management  Continuity Agreement shall be given full force and effect as if this
Agreement and the Management Continuity Agreement had not been executed.

                                  SECTION EIGHT
                                   TERMINATION

         A.   The  Company reserves the right to  terminate  the  employment  of
Executive  at  any  time  with  or  without  cause.  However,  in the  event  of
Executive's  Involuntary  Termination prior to expiration of the Term, Executive
shall be entitled to the following:

              (i) payment within sixty (60) days after  Executive's  Involuntary
Termination  of  Executive's  minimum base salary under this  Agreement  for the
remainder of the Term, in cash in a lump sum without discount or pro-ration; and

              (ii) payment within sixty (60) days after Executive's  Involuntary
Termination  of the  minimum  annual  bonuses  which  Executive  would have been
entitled to receive  under this  Agreement  during the remainder of the Term, in
cash in a lump sum without discount or pro-ration; and

              (iii) after the Executive's Involuntary  Termination  continuation
for the  remainder of the Term of the  Executive's  participation  in each life,
health,  accident and  disability  plan in which the  Executive  was entitled to
participate  immediately  prior to the  Executive's  termination,  upon the same
terms and  conditions,  including  those with respect to spouses and dependents,
applicable  at such  time;  provided,  however,  that if the  terms  of any such
benefit plan do not permit continued  participation  by the Executive,  then the
Company will  arrange,  at the Company's  sole cost and expense,  to provide the
Executive a benefit  substantially similar to, and no less favorable than, on an
after-tax  basis,  the benefit the  Executive was entitled to receive under such
plan  immediately  prior  to  the  Executive's  termination;  provided  further,
however, that the benefit to be provided or payments to be made hereunder may be
reduced  by the  benefits  provided  or  payments  made  (in  either  case on an
after-tax basis) by a subsequent employer for the same occurrence or event; and

              (iv) payment in cash a lump sum,  within sixty (60) days after the
Executive's Involuntary Termination,  equal to the present values as of the date
of termination of any other executive benefit,  such as a car allowance,  annual
medical examination, or other benefit, to which Executive may have been entitled
as an officer or employee of the Company; and

              (v) payment,  on a current basis, of any actual costs and expenses
of litigation  incurred by the Executive,  including costs of investigation  and
reasonable  attorney's  fees, in the event the Executive is a party to any legal
action to enforce  or to recover  damages  for breach of this  Agreement,  or to
recover or recoup from the Executive or the Executive's legal  representative or
beneficiary any amounts paid under or pursuant to this Agreement,  regardless of
the outcome of such  litigation,  plus interest at the  applicable  federal rate
provided for in Section 7872(f)(2) of the Code.

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<PAGE>

         B.   The Executive may file with the Secretary or any Assistant
Secretary of the Company a written  designation  of a beneficiary  or contingent
beneficiaries  to  receive  the  payments  described  above in the  event of the
Executive's death following the Executive's Involuntary Termination but prior to
payment by the Company. The Executive may from time to time revoke or change any
such  designation of beneficiary and any designation of beneficiary  pursuant to
this Agreement shall be controlling over any other disposition,  testamentary or
otherwise;  provided,  however,  that if the Company shall be in doubt as to the
right of any such beneficiary to receive such payments,  it may determine to pay
such amounts to the legal  representative  of the  Executive,  in which case the
Company  shall not be under any further  liability to anyone.  In the event that
such designated  beneficiary or legal representative  becomes a party to a legal
action to enforce  or to recover  damages  for breach of this  Agreement,  or to
recover  or  recoup  from  the  Executive  or  the  Executive's  estate,   legal
representative;  or  beneficiary  any  amounts  paid under or  pursuant  to this
Agreement,  regardless of the outcome of such litigation,  the Company shall pay
their  actual  costs  and  expenses  of  such  litigation,  including  costs  of
investigation  and reasonable  attorneys'  fees, plus interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code; provided,  however,
that the  Company  shall  not be  required  to pay such  costs and  expenses  in
connection  with  litigation to determine  the proper  payee,  among two or more
claimants, of the payments pursuant to this Agreement.

         C.   In  the event  of Executive's Voluntary Termination or Termination
for Cause, Executive shall not be entitled to receive any of the pay or benefits
that would have been provided  pursuant to this Agreement except for pay already
earned and benefits already vested at the time of such termination.

         D.   In   the   event  that  Executive's  employment  is  Involuntarily
Terminated  or  Terminated  for Cause  for any  reason  during  the Term of this
Agreement, Executive shall not be eligible to participate in any other severance
pay plan established by the Company for its Executives unless such severance pay
plan provides  benefits of greater value in the aggregate  than those  available
under this  Agreement,  in which case  Executive  shall be  entitled to benefits
under such severance pay plan but not under this Agreement.

                                  SECTION NINE
                                 CONFIDENTIALITY

     Executive  agrees that, in addition to any other  limitations  contained in
this Agreement,  regardless of the  circumstances of Executive's  termination of
employment,  Executive  will not take, or communicate or disclose to any person,
firm,  corporation or other entity,  any  information  relating to the Company's
customer lists, prices, trade secrets,  methods,  systems,  advertising,  or any
other  confidential  knowledge or secrets that Executive might from time to time
acquire with respect to the business of the Company or any of its  affiliates or
subsidiaries, unless Executive obtains written consent of the Company. Executive
also  specifically  acknowledges  the  continued  validity  and  effect  of  any
Agreement as to  Confidentiality  and Inventions  previously signed by Executive
and that the terms of any such agreement are incorporated into this Agreement by
this reference.

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<PAGE>

                                   SECTION TEN
                                   ARBITRATION

     As additional  consideration for this Agreement,  Executive agrees that any
differences,  claims,  or matters in dispute  arising  between  the  Company and
Executive  out  of or in  connection  with  the  Executive's  employment  or the
termination  of the  Executive's  employment by the Company  including,  but not
limited to the terms and conditions of this  Agreement,  allegations of wrongful
termination,   allegations  of  employment   discrimination  or  allegations  of
discriminatory  or  retaliatory  discharge  under  any  federal,  state or local
discrimination  law shall be  submitted by them to  arbitration  by the American
Arbitration Association, or its successor, and the determination of the American
Arbitration  Association,  or its  successor,  shall be final and absolute.  The
arbitrator  shall be governed by the duly  promulgated  rules and regulations of
the  American  Arbitration  Association,  or its  successor,  and the  pertinent
provisions  of the laws of the State of Missouri  relating to  arbitration.  The
decision  of the  arbitrator  may be entered  as a judgment  in any court of the
State of Missouri or elsewhere.

                                 SECTION ELEVEN
                            MISCELLANEOUS PROVISIONS

         A.   The Company shall be entitled to withhold  from any  payments made
pursuant to this Agreement,  including SECTION EIGHT hereof, any federal,  state
or local taxes required to be withheld by law or regulation.

         B.   This Agreement represents the entire agreement between the parties
and any  prior  understandings  or  representations  of any kind  preceding  the
effective date of this Agreement  shall not be binding on either party except to
the  extent  incorporated  into  this  Agreement.  This  Agreement  shall not be
altered,  amended or modified except in writing signed by an authorized  officer
of the Company and by the Executive.

         C.   This  Agreement  shall  be  binding  upon  and shall  inure to the
benefit of the assigns, heirs, legatees or personal representatives of Executive
and the successors or assigns of the Company.

         D.   This  Agreement shall  inure to the benefit of and be binding upon
the Company and its successors.  The Company will require any successor (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all of the  business  and/or  assets  of the  Company  to  assume
expressly and agree to perform this Agreement in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place. As used in this Agreement,  "Company" shall mean the Company as
hereinbefore  defined  and  any  successor  to its  business  and/or  assets  as
aforesaid  which  assumes and agrees to perform  this  Agreement by operation of
law, or  otherwise.  The Company may not assign this  Agreement  other than to a
successor  to all or  substantially  all of the  business  and/or  assets of the
Company. Neither  this  Agreement  nor  any right or interest hereunder shall be

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assignable  or  transferable  by Executive,  the  Executive's  beneficiaries  or
Executive's legal  representatives  without the Company's prior written consent;
provided,  however,  that nothing in this Section  shall  preclude (i) Executive
from designating a beneficiary to receive any benefit payable hereunder upon the
Executive's  death,  or (ii)  the  executors,  administrators,  or  other  legal
representatives  of the Executive's  estate from assigning or  transferring  any
rights hereunder to the person or persons entitled thereunto.

         E.   The headings of sections are included  solely for  convenience  of
reference  and shall not  control the  meaning or  interpretation  of any of the
provisions of this Agreement.

         F.   This Agreement shall be construed  according to  the  laws of  the
State of Missouri  without  giving  effect to the  conflict  of laws  provisions
thereof.

         G.   No term  or condition of  this  Agreement  shall be deemed to have
been waived,  nor shall there be any  estoppel  against the  enforcement  of any
provision of this Agreement,  except by written  instrument of the party charged
with  such  waiver  or  estoppel.  No such  written  waiver  shall  be  deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate  only  as to the  specific  term  or  condition  waived  and  shall  not
constitute a wavier of such term or condition for the future or of any act other
than that specifically waived.

         H.   If, for  any  reason, any  provision  of  this  Agreement  is held
invalid,  such invalidity  shall not affect any other provision of the Agreement
not held so  invalid,  and each such other  provision  shall to the full  extent
consistent with law continue in full force and effect.

     The parties have entered  into this  Agreement  based solely upon the terms
and conditions set forth herein.  THIS AGREEMENT CONTAINS A BINDING  ARBITRATION
PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the 7th day
of August, 2000.

Bill G. Armstrong                                 AGRIBRANDS INTERNATIONAL, INC.



---------------------------------                 ------------------------------
Executive                                         Michael J. Costello
                                                  General Counsel and Secretary


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