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                                                                Exhibit 10(a)(5)

                                    AGREEMENT

     THIS AGREEMENT (this "Agreement"), made and entered into as of the [ ] day
of [     ], 200[ ] by and between IMPERIAL SUGAR COMPANY, a Texas corporation,
("Company") and [Name of Officer] ("Executive"), an individual residing in
[city/state];

                              W I T N E S S E T H:

     WHEREAS, the Company wishes to secure the continued services of Executive
and, subject to the provisions of this Agreement, desires to provide a benefit
to Executive in the event of Executive's involuntary termination by the Company
or Termination for Good Reason after a Change in Control of the Company, as such
terms are hereinafter defined;

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto agree as follows:

     1. Definitions. For purposes of this Agreement, the following terms shall
have the following meanings:

     (a) "Affiliate" means (i) any corporation in which the shares owned or
controlled, directly or indirectly, by the Company represent eighty percent
(80%) or more of the voting power of the issued and outstanding capital stock of
such corporation, (ii) any corporation which owns or controls, directly or
indirectly, eighty percent (80%) or more of the voting power of the issued and
outstanding capital stock of the Company, and (iii) any corporation in which
eighty percent (80%) or more of the voting power of the issued and outstanding
capital stock is owned or controlled, directly or indirectly, by any

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corporation which owns or controls, directly or indirectly, eighty percent (80%)
or more of the voting power of the issued and outstanding capital stock of the
Company.

     (b) The Company shall have "Cause" to terminate Executive's employment with
the Company (i) if Executive grossly and deliberately disregards Executive's
duties and responsibilities as an officer of the Company, or (ii) if Executive
engages in an act or acts of dishonesty constituting a felony which adversely
affects the Company. Notwithstanding the foregoing, Executive shall not be
deemed to have been terminated for Cause unless and until Executive shall have
received a copy of a resolution duly adopted by the affirmative vote of
two-thirds of the entire membership of the Board of Directors finding that in
the good faith opinion of the Board of Directors the Company has Cause to
terminate Executive's employment with the Company. For the purposes of this
subsection (b), Executive shall not be considered to have disregarded
Executive's duties and responsibilities as an officer of the Company if (i)
there is a Termination For Good Reason or by reason of (ii) Executive's
reasonable participation in volunteer services for a church or other charitable,
educational or civic organization, or (iii) any absence from employment because
of Executive's illness, incapacity, Disability or reasonable vacation periods.

     (c) "Company" means Imperial Sugar Company a Texas corporation, or any
successor and its Affiliates.

     (d) A "Change in Control" shall be deemed to have occurred if any of the
following shall have taken place: (i) change in control is reported by the
Company in response to either Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or Item 1 of Form 8-K promulgated under the Exchange Act; (ii) any
"person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act) is or becomes the "beneficial owner"


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(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing forty percent (40%) or more of the
combined voting power of the Company's then outstanding securities; or (iii)
following the election or removal of directors, a majority of the Board of
Directors consists of individuals who were not members of the Board of Directors
one (1) year before such election or removal, unless the election of each
director who was not a director at the beginning of such one-year period has
been approved in advance by directors representing at least a majority of the
directors then in office who were directors at the beginning of the one-year
period.

     (e) "Confidential Information" means and includes, without limitation,
information related to the business affairs, property, methods of operation,
future plans, financial information, customer or client information, or other
data which relates to the business or operations of Company or any of its
affiliated entities, and other information obtained by Executive during the
Employment Period which concerns the affairs of Company or any of its affiliated
entities and which Company has requested be held in confidence or could
reasonably be expected to desire be held in confidence, or the disclosure of
which would likely be materially embarrassing, detrimental or disadvantageous to
the Company or any of its affiliated entities, or its and their directors,
officers, employees or shareholders. Confidential Information, however, shall
not include:

          (i) Information that is at the time of receipt by Executive in the
     public domain or is otherwise generally known in the industry or
     subsequently enters the public domain or becomes generally known in the
     industry through no fault of Executive; or


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            (ii) Information that at any time is received in good faith by
     Executive from a third party who was lawfully in possession of the same and
     had the right to disclose the same.

       (f)  "Disability" means Executive's inability to fulfill Executive's
duties and responsibilities as an officer of the Company due to physical or
mental disability that continues for 180 consecutive days or more, or for an
aggregate of 180 days in any period of twelve months. Evidence of such
disability shall be certified by a physician acceptable to both the Company and
Executive.

       (g)  The "Effective Date" of a Change in Control shall mean the date of
occurrence of the specified event constituting such Change in Control.

       (h)  "Involuntary Termination of Employment" means an involuntary
term  ination of employment of Executive by the Company and shall include
Executive's Termination for Good Reason. Notwithstanding the foregoing,
Involuntary Termination of Employment shall not include termination of
Executive's employment by reason of death, Disability or Cause.

       (i)  "Termination for Good Reason" means Executive's termination of
employment with the Company following the occurrence of any of the following
events that occurs on or after the Effective Date of a Change in Control without
Executive's prior written consent:

            (i)  a diminution of Executive's duties and responsibilities from

       those assigned to Executive immediately prior to the Effective Date of
       the Change in Control.

            (ii) a reduction in Executive's salary from the rate in effect
       immediately prior to the Effective Date of the Change in Control or,
       except for any reduction applied as part of any Company-wide policy, a


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     reduction in Executive's other compensation or benefits (other than salary)
     from those available to Executive immediately prior to the Effective Date
     of the Change in Control;

          (iii) a relocation of Executive's primary office from the metropolitan
     area of its location on the Effective Date of the Change in Control; or

          (iv) the failure of the Company to obtain the unconditional assumption
     in writing or by operation of law of the Company's obligations to Executive
     under this Agreement by any successor prior to or at the time of a
     reorganization, merger, consolidation, or disposition of all or
     substantially all of the assets of the Company or similar transaction.

     2.   Change in Control Benefit. In the event Executive experiences an
Involuntary Termination of Employment during the period commencing on the
Effective Date of a Change in Control and ending one year after that date,
Executive shall be entitled to receive, within 30 days after Executive's
Involuntary Termination of Employment a lump sum payment equal to one times
Executive's base salary amount. The term "base amount", as used herein, shall
have the meaning assigned thereto under Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code").

     3.   Events Terminating This Agreement.

     (a)  If Executive's employment with the Company voluntarily terminates for
any reason before the Effective Date of a Change in Control, the effectiveness
of Article 2 of this Agreement shall terminate upon the date of termination


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of Executive's employment and Executive shall not be entitled to any benefits or
payments under this Agreement.

     (b) If Executive's employment with the Company terminates on or after the
Effective Date of a Change in Control due to Executive's (i) Disability, (ii)
termination by the Company for Cause, (iii) death, or (iv) voluntary termination
for reasons other than Termination for Good Reason, Executive shall not be
entitled to receive any payments or benefits under this Agreement.

     4.   Severance Benefit. In the event Executive experiences an Involuntary
Termination of Employment from and after [Insert date of this Agreement] not due
to Cause, Executive shall be entitled to receive a severance payment equal to
one times Executive's then current base salary amount paid as follows:

     (a)  50% at termination and upon execution of a mutually agreeable release
          of liability; and

     (b)  the remaining 50% pro rata by month commencing the seventh month
          subsequent to Executive's termination and ending the twelfth month
          thereafter.

     The payment identified in 4. (b) shall be mitigated and reduced by an
amount equal to any income received from any other employment source. Executive
agrees to promptly advise the Company when new employment is accepted.

     5.  Status of Agreement. The benefits payable under this Agreement shall be
independent of, and in addition to, any other agreement relating to Executive's
employment that may exist from time to time between the parties hereto, or any
other compensation payable by the Company to Executive, whether salary, bonus or
otherwise. This Agreement shall not be deemed to constitute a contract of
employment between the parties hereto, nor shall any provision hereof, except as
expressly stated, restrict the right


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of the Company to discharge Executive or restrict the right of Executive to
terminate his employment.

     6.   Term of Agreement. Subject to Executive's earlier termination of
employment with the Company, as provided herein, this Agreement shall remain in
effect until twelve months after its effective date, and shall be automatically
renewed and extended for successive one- year terms commencing on that
anniversary date until the Company, acting upon the directions of the Board of
Directors, gives Executive written notice of its decision not to renew this
Agreement for the following term provided that such notice is delivered to
Executive at least 90 days before the then current term expires. Notwithstanding
the foregoing, if this Agreement is in effect as of the Effective Date of a
Change in Control, this Agreement shall automatically be renewed for an
additional one-year term as of the Effective Date of a Change in Control and may
not be terminated by the Company until the completion of such one-year term.

     7.   Source of Payments. All payments provided in this Agreement shall be
paid in cash from the general funds of the Company. Executive shall have no
right, title, or interest whatsoever in or to any investments that the Company
may make to aid the Company in meeting its obligations hereunder. Executive
shall cooperate and provide to the Company any documentation as may be required
to aid the Company in meeting its obligations hereunder. Nothing contained in
this Agreement, and no action taken pursuant to this paragraph, shall create or
be construed to create a trust of any kind, or a fiduciary relationship, between
the Company and Executive or any other person. The rights of Executive or
Executive's estate to benefits under this Agreement shall be solely those of an
unsecured creditor of the Company.

     8.   Sale of the Company. The sale of all or substantially all of the
property and assets of the Company otherwise than in the usual and regular
course of its


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business, or a merger of the Company wherein the Company is not the "surviving
corporation" or any other transaction that in effect amounts to the sale of the
Company, shall not serve to terminate this Agreement.

     9.   Termination For Cause. The Company may terminate Executive's
employment at any time for Cause, in which event Executive shall not be entitled
to receive any payments or other benefits under this Agreement.

     10.  Death of Executive. In the event Executive dies subsequent to
Executive's entitlement to benefits under this Agreement but prior to the
payment of such benefits, such benefits payable to Executive shall be paid to
Executive's estate.

     11.  Withholding of Taxes. The Company may deduct from the amount of any
benefits payable hereunder any taxes required to be withheld by the federal or
any state or local government.

     12.  Prohibition Against Assignment. The right of Executive to benefits
under this Agreement shall not be assigned, transferred, pledged or encumbered
in any way, and any attempted assignment, transfer, pledge, encumbrance or other
disposition of such benefits shall be null and void and without effect;
provided, however, that the Company may assign this entire Agreement to any
successor to all or substantially all of the Company's capital stock or business
and assets and this Agreement shall be binding on any such successor.

     13.  Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns, and Executive, his heirs,
executors, administrators and legal representatives. As used in this Agreement,
the term "successor" shall include any person, firm, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the assets or business of the Company.


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     14.  Agreement Not To Compete. Executive hereby recognizes and
acknowledges that: (a) in his executive capacity with Company he will be given
knowledge of, and access to, the Confidential Information; (b) in the event that
Executive was to enter into competition with Company, Executive's knowledge of
such Confidential Information would be of invaluable benefit to a competitor of
Company, and could cause irreparable harm to Company's business interests; and
(c) Executive's consent and agreement to enter into the noncompetition
provisions and covenants set forth herein is an integral condition of this
Agreement, without which Company would not have agreed to provide Confidential
Information to Executive nor to his compensation, benefits, and other terms of
this Agreement. Accordingly, in consideration for his employment, compensation,
benefits, access to and entrustment of Confidential Information, and the
goodwill, training and experience provided to Executive during his Employment
Period, Executive hereby covenants, consents and agrees that during the
Employment Period, and for a period of one (1) year after his employment is
terminated for any reason Executive shall not, directly or indirectly, acting
alone or in conjunction with others, for his own account or for the account of
others, including, without limitation, as an officer, director, stockholder in
excess of 5% of the common stock, owner, partner, joint venturer, employee,
promoter, consultant, agent, representative, or otherwise:

     (a)  Solicit, canvass, or accept any fees or business from any customer of
          Company for himself or any other person or entity engaged in a
          "Similar Business to Company" (as defined below);


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     (b)  Engage or participate in any Similar Business to Company within the
          entire continental United States (referred to herein as the
          "Restricted Area");

     (c)  Request or advise any service provider, supplier, or customer to
          reduce or cancel any business that it may transact with Company or any
          of its affiliated entities;

     (d)  Solicit, induce, or otherwise attempt to influence any employee of the
          Company or any of its affiliated entities, to terminate his or her
          relationship with the Company or any of its affiliated entities; or

     (e)  Make any statement or perform any act intended to advance an interest
          of an existing or prospective competitor of the Company or any of its
          affiliated entities in any way that demonstrably injures the
          reputation, goodwill or any other business interest of Company or any
          of its affiliated entities.

     For purposes of this Agreement, "Similar Business to Company" means any
business or other enterprise that is competitive with the current or planned
businesses, products, services or operations of the Company or any of its
affiliated entities at the time of termination of Executive's employment.
However, the trading of commodities including sugar, agricultural


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products, energy and futures in any of the forgoing shall be excluded so long as
Executive does not undertake this for a competitor of the Company.

          Executive hereby agrees that the limitations set forth in this
Section 14 on his rights to compete with Company after his termination of
employment are reasonable and necessary for the protection of Company. In this
regard, Executive specifically agrees that such limitations as to the period of
time, geographic area and types and scopes of restriction on his activities, as
specified above, are reasonable and necessary to protect the goodwill and other
business interests of Company. If Company fails to make any payments under
Articles 2-5 then this Section is no longer binding on the Executive.

     15.  Arbitration.

     (a)  Arbitrable Matters. If any dispute or controversy arises between
Executive and the Company as to their respective rights or obligations under
this Agreement, then either party may submit the dispute or controversy to
arbitration under the then-current National Employment Dispute Resolution Rules
of the American Arbitration Association (AAA) (the "Rules"); provided, however,
the Company shall retain its rights to seek a restraining order or injunctive
relief pursuant to Section 14. Any arbitration hereunder shall be conducted
before a panel of three arbitrators unless the parties mutually agree to a
single arbitrator. The site for any arbitration hereunder shall be either Harris
County or Fort Bend County, Texas, unless otherwise mutually agreed by the
parties.

     (b)  Submission to Arbitration. The party submitting any matter to
arbitration shall do so in accordance with the Rules. Notice to the other party
shall state


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the question or questions to be submitted for decision or award by arbitration.
Notwithstanding any provision in this Section 24, Executive shall be entitled to
seek specific performance of the Executive's right to be paid during the
pendency of any dispute or controversy arising under this Agreement. In order to
prevent irreparable harm, the arbitrator may grant temporary or permanent
injunctive or other equitable relief for the protection of property rights.

     (c)  Arbitration Procedures. The arbitrator shall set the date, time and
place for each hearing, and shall give the parties advance written notice in
accordance with the Rules. Any party may be represented by counsel or other
authorized representative at any hearing. The arbitration shall be governed by
the Federal Arbitration Act, 9 U.S.C.ss.ss.1 et. seq. (or its successor). The
arbitrator shall apply the substantive law (and the law of remedies, if
applicable) of the State of Texas to the claims asserted to the extent that the
arbitrator determines that federal law is not controlling.

     (d)  Compliance with Award.

          (i) Any award of an arbitrator shall be final and binding upon the
          parties to such arbitration, and each party shall immediately make
          such changes in its conduct or provide such monetary payment or other
          relief as such award requires. The parties agree that the award of the
          arbitrator shall be final and binding and shall


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          be subject only to the judicial review permitted by the Federal
          Arbitration Act.

          (ii) The parties hereto agree that the arbitration award may be
          entered with any court having jurisdiction and the award may then be
          enforced as between the parties, without further evidentiary
          proceedings, the same as if entered by the court at the conclusion of
          a judicial proceeding in which no appeal was taken. The Company and
          the Executive hereby agree that a judgment upon any award rendered by
          an arbitrator may be enforced in other jurisdictions by suit on the
          judgment or in any other manner provided by law.

     (e)  Costs and Expenses. Each party shall pay any monetary amount required
by the arbitrator's award, and the fees, costs and expenses for its own counsel,
witnesses and exhibits, unless otherwise determined by the arbitrator in the
award. The compensation and costs and expenses assessed by the arbitrator and
the AAA shall be paid by the Company, unless otherwise determined by the
arbitrator in the award such as, for example, if the arbitrator determines that
Executive's claim was frivolous or not brought in good faith. If court
proceedings to stay litigation or compel arbitration are necessary, the party
who unsuccessfully opposes such proceedings shall pay all associated costs,
expenses, and attorney's fees which are reasonably incurred by the other party
as determined by the arbitrator.


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     16.  Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Company and its affiliated entities, and its and
their successors, and upon any person or entity acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
business and/or assets of Company. The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Company to expressly
assume 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; provided, however, no such assumption shall relieve the Company
of its obligations hereunder.

     This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representative, executors, administrators,
successors, heirs, distributees, devisees and legatees or other Beneficiary. In
the event of the death of Executive while any amount would still be payable
hereunder if such death had not occurred, all such amounts, unless otherwise
specifically provided herein, shall be paid in accordance with the terms of this
Agreement to Executive's Beneficiary. "Beneficiary", for this purpose, shall
mean the person or persons designated by Executive in writing to receive any
benefits payable to Executive hereunder in the event of his death or, if no such
person is so designated, Executive's surviving spouse if any, or, if not, then
Executive's estate. No Beneficiary designation shall be effective unless it is
in writing and received by the Company prior to the date of Executive's death.


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     17.  Entire Agreement. This Agreement constitutes the entire understanding
between parties hereto with respect to the subject matter hereof, and may be
modified only by a written instrument executed by both parties hereto.

     18.  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

     19.  Severability. If, for any reason, any provision of this Agreement is
held invalid, in whole or in part, such invalidity shall not affect any other
provision of this Agreement not so held invalid, and each such other provision
shall to the full extent consistent with law continue in full force and effect.
If this Agreement or any portion thereof conflicts with law or regulation
governing the activities of the Company, the Agreement or appropriate portion
thereof shall be deemed invalid and of no force or effect.

     20.  Confidentiality. Executive shall retain in confidence any and all
confidential information known to him concerning the Company and its business so
long as such information is not otherwise publicly disclosed.


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     IN WITNESS THEREOF, the Company has caused this Agreement to be executed
and its seal affixed hereunto by its officers thereunto duly authorized, and
Executive has signed this Agreement, all as of the day and year first above
written.

                                            IMPERIAL SUGAR COMPANY



                                            -----------------------------
                                            By:
                                            Title:



ATTEST:


-----------------------------
Secretary

[SEAL]




                                            -------------------------------
                                            [Name of Officer]






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