EMPLOYMENT AGREEMENT


         THIS AGREEMENT is made as of the 1st day of July, 1999, by and between
PINNACLE FOODS, INC., a Pennsylvania corporation (hereinafter called "Company"),
and MICHAEL D. QUEEN, an individual (hereinafter called "Employee").


                                   WITNESSETH:

         Company wishes to employ Employee and Employee wishes to enter into the
employ of Company on the terms and conditions contained in this Agreement.

         NOW, THEREFORE, in consideration of the facts, mutual promises and
covenants contained herein and intending to be legally bound hereby, Company and
Employee agree as follows:

         1. Employment. Company hereby employs Employee and Employee hereby
accepts employment by Company for the period and upon the terms and conditions
contained in this Agreement.

         2. Office and Duties.

            (a) Employee shall serve Company generally as Vice-President and
shall have such authority and such responsibilities as the President of Company
reasonably may determine from time to time. Employee shall perform any other
duties reasonably required by Company and, if requested by Company, shall serve
as a director of Company without additional compensation.

            (b) Throughout the term of this Agreement, Employee shall devote his
entire working time, energy, skill and best efforts to the performance of his
duties hereunder in a manner which will faithfully and diligently further the
business and interests of Company.

         3. Term. This Agreement shall be for a term of two (2) years,
commencing on July 1, 1999 and ending on June 30, 2001, unless sooner terminated
as hereinafter provided. Unless either party elects to terminate this Agreement
at the end of the original or any renewal term by giving the other party notice
of such election at least ninety (90) days before the expiration of the then
current term, this Agreement shall be deemed to have been renewed for an
additional term of one (1) year commencing on the day after the expiration of
the then current term.

         4. Compensation.

            (a) For all of the services rendered and to be rendered by Employee
to Company, Employee shall receive an annual base salary of One Hundred


                                       58
<PAGE>

Thousand Dollars ($100,000), payable in reasonable periodic installments in
accordance with Company's regular payroll practices in effect from time to time.

            (b) In addition to Employee's base salary, Company from time to time
may pay Employee such bonuses or other additional compensation as Company may
determine, but there is no agreement regarding any such additional payments, the
existence and amounts of which shall be within Company's sole discretion.

            (c) Throughout the term of this Agreement and as long as they are
kept in force by Company, Employee shall be entitled to participate in and
receive the benefits of any profit sharing or retirement plans and any health,
life, accident or disability insurance plans or programs made available to other
similarly situated employees of Company.

            (d) Employee shall be entitled to four (4) weeks paid vacation
during each year of the term of this Agreement.

         5. Automobile and Expenses.

            (a) Throughout the term of this Agreement, Company will either
furnish Employee with a late model automobile or will reimburse Employee for the
expenses incurred in connection with operation of Employee's automobile at the
applicable Internal Revenue Service mileage rates for mileage driven by Employee
on the business of the Company.

            (b) Company will reimburse Employee for all reasonable expenses
incurred by Employee in connection with the performance of Employee's duties
hereunder upon receipt of vouchers therefor and in accordance with Company's
regular reimbursement procedures and practices in effect from time to time.

         6. Disability.

            (a) If Employee becomes unable to perform his duties hereunder due
to partial or total disability or incapacity resulting from a mental or physical
illness, injury or any other cause, Company will continue the payment of
Employee's base salary at its then current rate for a period of thirty-two (32)
weeks following the date Employee is first unable to perform his duties due to
such disability or incapacity. Thereafter, Company shall have no obligation for
base salary or other compensation payments to Employee during the continuance of
such disability or incapacity.

            (b) If Employee is unable to perform his duties hereunder due to
partial or total disability or incapacity resulting from a mental or physical
illness, injury or any other cause for a period of twenty-four (24) consecutive
weeks or for a cumulative period of thirty-two (32) weeks during any
twelve-month period, Company shall have the



                                      59
<PAGE>

right to terminate this Agreement thereafter, in which event Company shall have
no further obligations or liabilities hereunder after the date of such
termination.

         7. Death. If Employee dies, all payments hereunder shall cease at the
end of the month in which Employee's death shall occur and Company shall have no
further obligations or liabilities hereunder to Employee's estate or legal
representative or otherwise.

         8. Termination of Company's Business. If Company shall discontinue the
business operation in which Employee is employed, Company may terminate
Employee's employment on eight (8) weeks' prior notice, and in such event
Company shall have no further obligations or liabilities hereunder and Employee
shall be released from the restrictions contained in subparagraphs 11(a) and
11(b) hereof

         9. Discharge for Cause. Company may discharge Employee at any time for
conviction of a felony, drug addiction or alcoholism, or any material violation
by Employee of the terms and conditions of this Agreement, in which event
Company shall have no further obligations or liabilities hereunder after the
date of such discharge.

         10. Company Property. All advertising, sales, manufacturers' and other
materials or articles or information, including without limitation data
processing reports, customer sales analyses, invoices, price lists or
information, samples, budgets, business plans, strategic plans, financing
applications, reports, memoranda, correspondence, financial statements, and any
other materials or data of any kind furnished to Employee by Company or
developed by Employee on behalf of Company or at Company's direction or for
Company's use or otherwise in connection with Employee's employment hereunder,
are and shall remain the sole and confidential property of Company; if Company
requests the return of any such materials at any time during or at or after the
termination of Employee's employment, Employee shall immediately deliver the
same to Company.

         11. Noncompetition, Trade Secrets, Etc.

            (a) During the term of this Agreement and for a period of one year
after the termination of his employment with Company for any reason whatsoever,
Employee shall not directly or indirectly induce or attempt to influence any
employee of Company to terminate his or her employment with Company and shall
not engage in (as a principal, partner, director, officer, agent, employee,
consultant or otherwise) or be financially interested in any business operating
within the States of Pennsylvania, Delaware, Maryland, New Jersey, New York,
Connecticut or Massachusetts, which is involved in business activities which are
in competition with business activities carried on by Company, or being
definitely planned by Company, at the time of the termination of Employee's
employment. However, nothing contained in this Paragraph 11 shall prevent
Employee from holding for investment no more than five percent (5%) of any class
of equity securities of a company whose securities are traded on a national
securities exchange or on the NASDAQ System.


                                       60
<PAGE>

            (b) During the term of this Agreement and at all times thereafter,
Employee shall not use for his personal benefit, or disclose, communicate or
divulge to, or use for the direct or indirect benefit of any person, firm,
association or company other than the Company, any material referred to in
Paragraph 10 above or any information regarding the business methods, business
policies, procedures, techniques, research or development projects or results,
trade secrets, or other knowledge or processes of or developed by the Company or
any names and addresses of customers or clients, any data on or relating to
past, present or prospective customers or clients, or any other confidential
information relating to or dealing with the business operations or activities of
Company, made known to Employee or learned or acquired by Employee while in the
employ of Company.

            (c) Any and all reports, plans, budgets, writings, inventions,
improvements, processes, procedures and/or techniques which Employee may make,
conceive, discover or develop, either solely or jointly with any other person or
persons, at any time during the term of this Agreement, whether during working
hours or at any other time and whether at the request or upon the suggestion of
the Company or otherwise, which relate to or are useful in connection with any
business now or hereafter carried on or contemplated by the Company, including
developments or expansions of its present fields of operations, shall be the
sole and exclusive property of Company. Employee shall make full disclosure to
Company of all such reports, plans, budgets, writings, inventions, improvements,
processes, procedures and techniques, and shall do everything necessary or
desirable to vest the absolute title thereto in Company. Employee shall write
and prepare all specifications and procedures regarding such inventions,
improvements, processes, procedures and techniques and otherwise aid and assist
Company so that Company can prepare and present applications for copyright or
Letters Patent therefor and can secure such copyright or Letters Patent wherever
possible, as well as reissues, renewals, and extensions thereof, and can obtain
the record title to such copyright or patents so that Company shall be the sole
and absolute owner thereof in all countries in which it may desire to have
copyright or patent protection. Employee shall not be entitled to any additional
or special compensation or reimbursement regarding any and all such writings,
inventions, improvements, processes, procedures and techniques.

            (d) Employee acknowledges that the restrictions contained in the
foregoing subparagraphs (a), (b) and (c), in view of the nature of the business
in which Company is engaged, are reasonable and necessary in order to protect
the legitimate interests of Company, and that any violation thereof would result
in irreparable injuries to Company, and Employee therefore acknowledges that, in
the event of his violation of any of these restrictions, Company shall be
entitled to obtain from any court of competent jurisdiction preliminary and
permanent injunctive relief as well as damages and an equitable accounting of
all earnings, profits and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which Company may be entitled.

            (e) If the period of time or the area specified in subparagraph (a)
above should be adjudged unreasonable in any proceeding, then the period of time


                                       61
<PAGE>

shall be reduced by such number of months or the area shall be reduced by the
elimination of such portion thereof or both so that such restrictions may be
enforced in such area and for such time as is adjudged to be reasonable. If
Employee violates any of the restrictions contained in such subparagraph (a),
the restrictive period shall not run in favor of Employee from the time of the
commencement of any such violation until such time as such violation shall be
cured by Employee to the satisfaction of Company.

         12. Prior Agreements. Employee represents to Company (a) that there are
no restrictions, agreements or understandings whatsoever to which Employee is a
party which would prevent or make unlawful his execution of this Agreement or
his employment hereunder, (b) that his execution of this Agreement and his
employment hereunder shall not constitute a breach of any contract, agreement or
understanding, oral or written, to which he is a party or by which he is bound
and (c) that he is free and able to execute this Agreement and to enter into
employment by Company.

         13. Miscellaneous.

            (a) Indulgences, Etc. Neither the failure nor any delay on the part
of either party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

            (b) Controlling Law. This Agreement and all questions relating to
its validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
notwithstanding any conflict-of-laws doctrines of any jurisdiction to the
contrary, and without the aid of any canon, custom or rule of law requiring
construction against the draftsman.

            (c) Notices. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, made and received only when delivered
(personally, by courier service such FedEx or by other messenger) against
receipt or upon actual receipt of registered or certified mail, postage prepaid,
return receipt requested, addressed as set forth below:








                                       62
<PAGE>

                              (i)  If to Company:

                                   934 N. Third Street,
                                   Philadelphia, PA 19123
                                   Attention: Vice President

                                   with a copy, given in the manner prescribed
                                   above, to:

                                   Steven B. King, Esq.
                                   Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                                   38th Floor, 1735 Market Street
                                   Philadelphia, Pa 19103

                              (ii) If to Employee:

                                   3100 Old Limestone Road
                                   Wilmington, Delaware 19808

In addition, notice by mail shall be by air mail if posted outside of the
continental United States. Either party may alter the address to which
communications or copies are to be sent by giving notice of such change of
address in conformity with the provisions of this subparagraph for the giving of
notice.

            (d) Binding Nature of Agreement, No Assignment. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns except that
neither party may assign or transfer its rights nor delegate its obligations
under this Agreement without the prior written consent of the other party
hereto.

            (e) Execution in Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original as against either
party whose signature appears thereon, and both of which shall together
constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts hereof, individually or taken together, shall bear the
signatures of both of the parties reflected hereon as the signatories.

            (f) Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

            (g) Entire Agreement. This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or


                                       63
<PAGE>

conditions, express or implied, oral or written, except as herein contained. The
express terms hereof control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended other than by an agreement in writing.

            (h) Paragraph Headings. The Paragraph and subparagraph headings in
this Agreement have been inserted for convenience of reference only; they form
no part of this Agreement and shall not affect its interpretation.

            (i) Gender, Etc. Words used herein, regardless of the number and
gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context indicates is appropriate.

            (j) Number of Days. In computing the number of days for purposes of
this Agreement, all days shall be counted, including Saturdays, Sundays and
Holidays; provided, however, that if the final day of any time period falls on a
Saturday, Sunday or Holiday, then the final day shall be deemed to be the next
day which is not a Saturday, Sunday or Holiday. For purposes of this Agreement,
the term "Holiday" shall mean a day, other than a Saturday or Sunday, on which
national banks with branches in the Commonwealth of Pennsylvania are or may
elect to be closed.

                IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.


Attest:                                       PINNACLE FOODS, INC.


Michael D. Queen /s/                          By: Samuel Lundy  /s/
-------------------------                     -------------------------
Name: Michael D. Queen                        Samuel Lundy, President
Title: Assistant Secretary


Witness:


Ellis m. Shore  /s/                           Michael D. Queen   /s/ (Seal)
----------------------                        --------------------------
Ellis M. Shore                                Michael D. Queen


                                       64