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Exhibit 10.24
   
   1.
    
    Description of Services(a)
    
    Officers.
  (i)
    
    Antonio Alvarez II to serve as the Chief Executive Officer of the
Company (the CEO);(ii)
    
    John K. Suckow to serve as the Chief Restructuring Officer of the
Company (the CRO); and(iii)
    
    Robert A. Campagna, Arthur J. Morissette, Joseph J. Sciametta, and
Victor Alvarez (collectively with the CEO and the CRO, the Officers and each of
the Officers individually, an Officer), as well as, upon the mutual agreement
of A&M and the
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Board of Directors of IBC (the Board of Directors), such additional personnel
as are necessary to assist in the performance of the duties set forth in clause
1.b below (the Additional Officers). Each of the Officers and any
Additional Officers shall be designated by the Board of Directors as executive
officers. Upon such designation for an Additional Officer, he or she shall
also be included with the defined term Officers. Each of the Officers may
also become officers of one or more of the IBC Entities if requested by the
board of directors of such IBC Entities and designated as executive officers.
 (b)
    
    Duties.
    (i)
    
    Development of short term cash flows and liquidity plans for the Company;(ii)
    
    Development of employee retention plans;(iii)
    
    Development of business plans, including operating and cash flow projections;(iv)
    
    Provide testimony, as required by the court;(v)
    
    Once the business plan is completed, working closely with the
investment banker, development of proposed reorganization plans; and(vi)
    
    Other activities as directed by the CEO and approved by the Board of Directors
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(c)
    
    Employment by A&M.The CEO, the CRO and the Officers will continue to be
employed by A&M and while rendering services to the Company will continue to work with
other personnel at A&M in connection with other unrelated matters, which will not unduly
interfere with services pursuant to this engagement. With respect to the Company,
however, the CEO, the CRO and the Officers shall operate under the direction of the
Board of Directors and A&M shall have no liability to the Company for any acts or
omissions of such officers. The CEO will devote substantially all of his working time
to the affairs of the Company, subject to his responsibilities with respect to the
internal governance of A&M.The Officers will at all times remain employees of A&M who will be responsible for
payroll and withholding expenses on their behalf.2.
    
    Compensation
 (a)
    
    A&M shall be compensated at a rate of $150,000 per month for the
services of the CEO .(b)
    
    A&M will receive fees based on the following hourly rates, for the
services of the CRO and other Officers available (based on the positions they
hold as personnel of A&M):
 Managing Directors
    
    $
    500 - $650Directors
    
    $
    375 - $450Associates
    
    $
    275 - $350Analysts
    
    $
    200 - $250
 Such rates shall be subject to adjustment at such time as A&M adjusts its rates
generally.(c)
    
    In addition, A&M will be reimbursed for the reasonable
out-of-pocket expenses of the CEO, the CRO and the other Officers incurred in
connection with this assignment, such as travel, lodging, duplicating, computer
research, messenger and telephone charges. In addition, A&M shall be reimbursed
for the reasonable fees and expenses of its counsel incurred in connection with
the preparation, negotiation and enforcement of this Agreement. All fees and
expenses will be billed and payable on a monthly basis or, at A&Ms discretion,
more frequently.(d)
    
    In accordance with the August 27, 2004 letter agreement, the
Company remitted a retainer to A&M in the amount of $500,000. A&M incurred
estimated fees and expenses of approximately $450,000 through September 21, 2004
in accordance with the August 27, 2004 letter agreement and that amount was
applied against the retainer. A&M received an additional payment of
approximately $190,000 on September 21, 2004 leaving a retainer of approximately
$240,000 which shall be credited against any amounts due at the termination of
this engagement and returned upon the satisfaction of all obligations hereunder.
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(e)
    
    In addition to the compensation set forth above, A&M will be
entitled to receive incentive compensation, to be based on 5% of value created,
the definition of which will be agreed to with the Board of Directors within 90
days of this letter. Under all circumstances other than a liquidation of the
Company (in which case there shall be no guaranteed incentive compensation),
A&Ms incentive compensation will be a minimum of $3.85 million. The incentive
compensation shall be payable upon the earlier of (x) a consummation of a plan of
reorganization of IBC, (y) a sale of all or a substantial portion of the assets
of IBC in one or more transactions, or (z) a liquidation of the Company (it being
understood that in the case of a liquidation, the minimum incentive fee is not
subject to the guarantee).
 3.
    
    TermThe engagement will commence as of the date hereof and may be terminated by either
party without cause by giving 30 days written notice to the other party. In the
event of any such termination, any fees and expenses due to A&M shall be remitted
promptly (including fees and expenses that accrued prior to but were invoiced
subsequent to such termination). If the Company terminates this engagement without
Cause or if A&M terminates this engagement for Good Reason, A&M shall also be entitled
to receive the Incentive Fee; provided that the consummation of the
Restructuring occurs within 12 months of the termination. The Company may immediately
terminate A&Ms services hereunder at any time for Cause by giving written notice to
A&M. Upon any such termination, the Company shall be relieved of all of its payment
obligations under this Agreement, except for the payment of fees and expenses through
the effective date of termination (including fees and expenses that accrued prior to
but were invoiced subsequent to such termination) and its obligations under paragraph
8. For purposes of this Agreement, Cause shall mean if (i) any of the Officers is
convicted of, admits guilt in a written document filed with a court of competent
jurisdiction to, or enters a plea of nolo contendere to, an allegation of fraud,
embezzlement, misappropriation or any felony; (ii) any of the Officers willfully
disobeys a lawful direction of the Board of Directors; or (iii) a material breach of
any of A&Ms or any of the Officers material obligations under this Agreement which
is not cured within 30 days of the Companys written notice thereof to A&M describing
in reasonable detail the nature of the alleged breach A&M shall be entitled to
immediately terminate its services hereunder for Good Reason. For purposes of this
Agreement, termination for Good Reason shall mean its resignation caused by a breach
by the Company of any of its material obligations under this Agreement that is not
cured within 30 days of A&M having given written notice of such breach to IBC
describing in reasonable detail the nature of the alleged breach.4.
    
    Relationship of the PartiesIt is understood that the Officers and A&M are not being requested to perform an
audit, review or compilation, or any other type of financial statement reporting
engagement that is subject to the rules of the AICPA, SEC or other state or national
professional or regulatory body.They are entitled to rely on the accuracy and
validity of the data disclosed to them or supplied to them by employees and
representatives of the Company. The Officers and A&M are under no obligation to
update data submitted to them or review any other areas unless specifically requested
by the Board of Directors to do so.5.
    
    No Third Party Beneficiary
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The Company acknowledges that all advice (written or oral) given by the Officers to
the Company in connection with this engagement is intended solely for the benefit and
use of the Company (limited to the respective boards of directors and management) in
considering the matters to which this engagement relates. The Company agrees that no
such advice shall be reproduced, disseminated, quoted or referred to at any time in
any manner, nor shall it be used for any purpose other than accomplishing the tasks
referred to herein, in each case without A&Ms prior approval (which shall not be
unreasonably withheld), except as required by law.6.
    
    ConflictsA&M is not currently aware of any relationship that would create a conflict of
interest with the Company or those parties-in-interest of which you have made us
aware. A&M has performed work for various banks and lenders, some of which may be
lenders, participants or agents for lenders to the Company. Because A&M is a
consulting firm that serves clients on a national basis in numerous cases, both in and
out of court, it is possible that A&M may have rendered services to or have business
associations with other entities or people which had or have or may have relationships
with the Company, including creditors of the Company. In the event you accept the
terms of this engagement, A&M will not represent the interests of any such entities or
people in connection with this matter.7.
    
    Confidentiality / Non-SolicitationNeither A&M nor any of the Officers shall publish, disclose, or otherwise divulge
Confidential Information to any person, at any time during or after the term of this
Agreement, without the Companys prior consent. Except in connection with fulfilling
its and their respective obligations hereunder, A&M and the Officers may permit
knowledge of and access to the Confidential Information only to those of its board
members, officers and employees who have a need to know such information in order to
perform the services under this Agreement. For purposes of this Agreement,
Confidential Information shall mean non-public, confidential or proprietary
information.The term Confidential Information does not include any information which (i) at the
time of disclosure or thereafter is generally available to the public (other than as a
result of a disclosure by A&M or its representatives or the Officers in violation of
this Agreement), (ii) was available to A&M or the Officers on a non-confidential basis
from a source other than the Company, provided that such source is not bound by a
confidentiality agreement that was applicable to the Confidential Information or (iii)
has been independently acquired or developed by A&M without violating any of its
obligations under this Agreement.In the event that A&M becomes legally compelled (by deposition, interrogatory, request
for documents, subpoena, civil investigative demand or similar process) to disclose
any of the Confidential Information, A&M shall give IBC prompt prior written notice of
such requirement so that the Company may seek a protective order or other appropriate
remedy and/or waive compliance with the terms of this Agreement. In the event that
such protective order or other remedy is not obtained, or that the Company waives
compliance with the terms hereof, A&M agrees to provide only that limited portion of
the Confidential Information that it is legally required and to exercise reasonable
efforts to obtain assurance that confidential treatment will be accorded such
Confidential Information.
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A&M and the Company agree that in the event of a breach of this confidentiality
provision, the Company shall be entitled to equitable relief, including injunction and
specific performance, in addition to all other remedies available at law or equity.
This confidentiality provision shall survive for three years following the termination
of this Agreement.Except as specifically provided for in this Agreement, the Company agrees not to
solicit, recruit or hire as an employee of the Company any employee of A&M effective
from August 27, 2004 and continuing for a period of two years subsequent to the
termination of this engagement. Unless otherwise mutually agreed, should the Company
extend offers of employment to any A&M employee (other than as specifically provided
for in this Agreement) and should such an offer be accepted, A&M will be entitled to
liquidated damages based upon such individuals hourly rates multiplied by an assumed
annual billing of 2,000 hours; provided, however, that this liquidated damages
provision shall not apply to employees of A&M hired by the Company while Mr. Alvarez
is the CEO. These liquidated damages would be payable at the time of the individuals
acceptance of employment from the Company.8.
    
    IndemnificationThe Company shall indemnify the Officers to the same extent as the most favorable
indemnification it extends to its officers or directors, whether under the Companys
bylaws, its certificate of incorporation, by contract or otherwise. Each of the
Officers shall be covered as an officer and/or director, as applicable, under the
Companys existing director and officer liability insurance policy. The Company shall
also maintain any such insurance coverage for each of the Officers for a period of not
less than two years following the date of the termination of such Officers services
hereunder, unless such Officer shall have received a release of liability under a plan
of reorganization confirmed in the Companys cases. The provisions of this section 8
are in the nature of contractual obligations and no change in applicable law or the
Companys charter, bylaws or other organizational documents or policies shall affect
any of the Officers rights hereunder. Termination of this engagement shall not affect
the obligations in this provision, which shall remain in full force and effect. The
indemnity provisions incorporated into the letter agreement dated August 27, 2004
shall continue as provisions incorporated into this amendment and restatement with
references to the Agreement therein being deemed to include this Agreement (as it
may be further amended, modified, supplemented or amended and restated from time to
time).9.
    
    MiscellaneousThis engagement letter (together with the incorporated indemnity provisions) shall
be:(a) governed and construed in accordance with the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable principles of
conflict of laws thereof; (b) incorporates the entire understanding of the parties
with respect to the subject matter hereof; and (c) may not be amended or modified
except in writing executed by the parties hereto. The Company and A&M agree to waive
trial by jury in any action, proceeding or counterclaim brought by or on behalf of the
parties hereto with respect to any matter relating to or arising out of the engagement
or the performance or non-performance of A&M hereunder. The Company and A&M agree that
the Bankruptcy Court shall have exclusive jurisdiction over any and all matters
arising under or in connection with this Agreement and in connection with the services
rendered hereunder.
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Very truly yours,
Alvarez & Marsal, Inc.By:
    /s/ John K. SuckowJohn K. SuckowManaging Director Accepted and agreed:Interstate Bakeries CorporationBy:
    
    /s/ Leo BenatarMr. Leo BenatarChairman of the BoardInternational Bakeries CorporationArmour & Main Redevelopment CorporationBakers Inn Quality Baked Goods, LLCIBC Sales CorporationIBC Services, LLCIBC Trucking LLCInterstate Brands CorporationNew England Bakery Distributors, LLCMrs. Cubbisons Foods, Inc.By:
    
    /s/ Kent B. MagillMr. Kent B. MagillGeneral Counsel
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